Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40125 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1584830 | |
Entity Address, Address Line One | 400 W. Main St. | |
Entity Address, City or Town | Hamilton, | |
Entity Address, State or Province | MT | |
Entity Address, Postal Zip Code | 59840 | |
City Area Code | (800) | |
Local Phone Number | 640-4016 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 105,584,835 | |
Entity Registrant Name | Local Bounti Corporation/DE | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001840780 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value of $0.0001 per share | |
Trading Symbol | LOCL | |
Security Exchange Name | NYSE | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock for $11.50 per share | |
Trading Symbol | LOCL WS | |
Security Exchange Name | NYSE |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 7,468 | $ 13,666 |
Restricted cash and cash equivalents | 0 | 11,272 |
Accounts receivable, net | 2,610 | 2,691 |
Inventory, net | 3,848 | 3,594 |
Prepaid expenses and other current assets | 3,459 | 2,881 |
Total current assets | 17,385 | 34,104 |
Property and equipment, net | 196,907 | 157,844 |
Operating lease right-of-use assets | 235 | 137 |
Goodwill | 38,481 | 38,481 |
Intangible assets, net | 45,597 | 47,273 |
Other assets | 24 | 901 |
Total assets | 298,629 | 278,740 |
Current liabilities | ||
Accounts payable | 21,849 | 13,757 |
Accrued liabilities | 10,061 | 9,426 |
Operating lease liabilities | 81 | 84 |
Total current liabilities | 31,991 | 23,267 |
Long-term debt, net of debt issuance costs | 122,417 | 119,814 |
Financing obligation | 14,188 | 14,139 |
Operating lease liabilities, noncurrent | 169 | 187 |
Warrant liability | 25,697 | 0 |
Total liabilities | 194,462 | 157,407 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity | ||
Common stock, 0.0001 par value, 400,000,000 shares authorized, 104,240,153 and 103,700,630 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 10 | 10 |
Additional paid-in capital | 306,997 | 300,636 |
Accumulated deficit | (202,840) | (179,313) |
Total stockholders' equity | 104,167 | 121,333 |
Total liabilities and stockholders' equity | $ 298,629 | $ 278,740 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 104,240,153 | 103,700,630 |
Common stock, shares outstanding (in shares) | 104,240,153 | 103,700,630 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Income Statement [Abstract] | |||
Sales | $ 6,698 | $ 282 | |
Cost of goods sold | [1],[2] | 6,419 | 234 |
Gross profit | 279 | 48 | |
Operating expenses: | |||
Research and development | [1],[2] | 3,576 | 1,948 |
Selling, general and administrative | [1],[2] | 15,981 | 22,259 |
Total operating expenses | 19,557 | 24,207 | |
Loss from operations | (19,278) | (24,159) | |
Other income (expense): | |||
Interest expense, net | (4,299) | (1,643) | |
Other income | 50 | 30 | |
Net loss | $ (23,527) | $ (25,772) | |
Net loss applicable to common stockholders per basic common share: | |||
Basic (in dollars per share) | $ (0.23) | $ (0.32) | |
Diluted (in dollars per share) | $ (0.23) | $ (0.32) | |
Weighted average common shares outstanding: | |||
Basic (in shares) | 100,462,262 | 81,009,268 | |
Diluted (in shares) | 100,462,262 | 81,009,268 | |
[1]Amounts include depreciation and amortization as follows: Three Months Ended March 31, 2023 2022 Cost of goods sold $ 936 $ 62 Research and development 566 312 Selling, general and administrative 1,956 167 Total depreciation and amortization $ 3,458 $ 541 Three Months Ended March 31, 2023 2022 Cost of goods sold $ 87 $ 5 Research and development 738 485 Selling, general and administrative 5,134 10,523 Total stock-based compensation expense, net of amounts capitalized $ 5,959 $ 11,013 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total stock-based compensation expense, net of amounts capitalized | $ 5,959 | $ 11,013 |
Total depreciation and amortization | 3,458 | 541 |
Cost of goods sold | ||
Total stock-based compensation expense, net of amounts capitalized | 87 | 5 |
Total depreciation and amortization | 936 | 62 |
Research and development | ||
Total stock-based compensation expense, net of amounts capitalized | 738 | 485 |
Total depreciation and amortization | 566 | 312 |
Selling, general and administrative | ||
Total stock-based compensation expense, net of amounts capitalized | 5,134 | 10,523 |
Total depreciation and amortization | $ 1,956 | $ 167 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Voting Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 86,344,881 | |||
Beginning balance at Dec. 31, 2021 | $ 101,683 | $ 9 | $ 169,916 | $ (68,242) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Vesting of restricted stock units, net (in shares) | 120,876 | |||
Stock-based compensation | 11,042 | 11,042 | ||
Net loss | (25,772) | (25,772) | ||
Ending balance (in shares) at Mar. 31, 2022 | 86,465,757 | |||
Ending balance at Mar. 31, 2022 | $ 86,953 | $ 9 | 180,958 | (94,014) |
Beginning balance (in shares) at Dec. 31, 2022 | 103,700,630 | 103,700,630 | ||
Beginning balance at Dec. 31, 2022 | $ 121,333 | $ 10 | 300,636 | (179,313) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Vesting of restricted stock units, net (in shares) | 539,523 | |||
Stock-based compensation | 6,361 | 6,361 | ||
Net loss | $ (23,527) | (23,527) | ||
Ending balance (in shares) at Mar. 31, 2023 | 104,240,153 | 104,240,153 | ||
Ending balance at Mar. 31, 2023 | $ 104,167 | $ 10 | $ 306,997 | $ (202,840) |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Activities: | ||
Net loss | $ (23,527) | $ (25,772) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 1,782 | 541 |
Amortization | 1,676 | 0 |
Reduction of right-of-use assets from operating leases | 0 | 28 |
Stock-based compensation expense, net of amounts capitalized | 5,959 | 11,013 |
Bad debt allowance | 8 | 2 |
Inventory allowance | 30 | 0 |
Loss on disposal of property and equipment | 0 | 196 |
Amortization of debt issuance costs | 981 | 191 |
Interest on financing obligation | 50 | 71 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 76 | 37 |
Inventory | (284) | (341) |
Prepaid expenses and other current assets | 4 | (186) |
Other assets | 0 | 112 |
Accounts payable | 571 | 2,619 |
Operating lease liabilities | 0 | (25) |
Accrued liabilities | 4,844 | 1,500 |
Net cash used in operating activities | (7,830) | (10,014) |
Investing Activities: | ||
Purchases of property and equipment | (32,685) | (14,673) |
Net cash used in investing activities | (32,685) | (14,673) |
Financing Activities: | ||
Proceeds from issuance of debt | 23,045 | 0 |
Net cash provided by financing activities | 23,045 | 0 |
Net decrease in cash and cash equivalents and restricted cash | (17,470) | (24,687) |
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period | 24,938 | 101,077 |
Cash and cash equivalents and restricted cash and cash equivalents at end of period | 7,468 | 76,390 |
Reconciliation of cash, cash equivalents, and restricted cash from the Unaudited Condensed Consolidated Balance Sheets to the Unaudited Condensed Consolidated Statements of Cash Flows | ||
Cash and cash equivalents | 7,468 | 71,974 |
Restricted cash and cash equivalents | 0 | 4,416 |
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Condensed Consolidated Statements of Cash Flows | 7,468 | 76,390 |
Non-cash activities: | ||
Warrants issued in connection with debt modification | 25,697 | 0 |
Purchases of property and equipment included in accounts payable and accrued liabilities | 7,584 | 8,161 |
Stock-based compensation capitalized to property and equipment, net | 577 | 29 |
Non-cash equity settlement on employee receivable | 175 | 0 |
Non-cash financing obligation activity | $ 0 | $ 840 |
Business Description
Business Description | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description | Business Description Description of the Business Local Bounti Corporation ("Local Bounti" or the "Company") was founded in August 2018 and is headquartered in Hamilton, Montana. The Company is a producer of s ustainably grown living lettuce, herbs, and loose leaf lettuce. The Company is a controlled environment agriculture ("CEA") company that utilizes patent pending Stack & Flow Technology TM , which is a hybrid of vertical and hydroponic greenhouse farming, to grow healthy food sustainably and affordably. Through the Company's CEA process, its goal is to produce environmentally sustainable products in a manner that will increase harvest efficiency, limit water usage, and reduce the carbon footprint of the production and distribution process. The Company's primary products include living butter lettuce as well as packaged salad and cress. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Management of Local Bounti is responsible for the Unaudited Condensed Consolidated Financial Statements included in this document, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the statements herein. The Unaudited Condensed Consolidated Financial Statements do not include all of the disclosures required by GAAP for annual financial statements and should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended December 31, 2022 (the "Annual Financial Statements") as filed with the SEC. In the opinion of the Company, the accompanying Unaudited Condensed Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of March 31, 2023, its results of operations for the three months ended March 31, 2023 and 2022, its cash flows for the three months ended March 31, 2023 and 2022, and its stockholders' equity for the three months ended March 31, 2023 and 2022. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any future period. The Unaudited Condensed Consolidated Balance Sheet at December 31, 2022 was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. There have been no material changes or updates to the Company’s significant accounting policies from those described in the Annual Financial Statements except for the updates noted below. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which amends the guidance on reporting credit losses for assets held at amortized cost and available for sale debt securities. For assets held at amortized cost, the amendment eliminates the probable initial recognition threshold in current U.S. GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost of the financial assets to present the net amount expected to be collected. The Company adopted this guidance on January 1, 2023 using the modified retrospective method. The adoption of this guidance did not have a material impact on the Company's Unaudited Condensed Consolidated Financial Statements . Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liability and equity, including convertible instruments and contracts on an entity’s own equity. The standard reduces the number of models used to account for convertible instruments, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and requires the if-converted method for calculation of diluted earnings per share for all convertible instruments. The standard is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its Consolidated Financial Statements. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following: March 31, December 31, 2023 2022 (in thousands) Raw materials $ 2,217 $ 2,018 Production (1) 2,255 2,213 Finished goods (1) 97 54 Inventory allowance (721) (691) Total inventory, net $ 3,848 $ 3,594 _____________________ |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: March 31, December 31, 2023 2022 (in thousands) Machinery, equipment, and vehicles $ 33,271 $ 32,774 Land 19,296 19,296 Buildings and leasehold improvements 56,322 55,392 Construction-in-progress 96,171 56,753 Less: Accumulated depreciation (8,153) (6,371) Property and equipment, net $ 196,907 $ 157,844 Depreciation expense related to property and equipment was $1.8 million and $0.5 million for the three months ended March 31, 2023 and 2022 , respectively. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following: March 31, December 31, 2023 2022 (in thousands) Interest $ 4,984 $ 4,372 Construction 838 825 Payroll 960 1,470 Production 1,105 1,438 Professional services 1,423 894 Other 751 427 Total accrued liabilities $ 10,061 $ 9,426 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following: March 31, December 31, 2023 2022 (in thousands) Senior Facility $ 124,417 $ 98,442 Subordinated Facility 43,843 42,500 Unamortized deferred financing costs (45,843) (21,128) Total debt $ 122,417 $ 119,814 Agreements with Cargill Financial As previously disclosed in the Company's Annual Financial Statements, Local Bounti Operating Company LLC ("Local Bounti Operating"), the Company and certain subsidiaries entered into with Cargill Financial a First Amendment, a Second Amendment, and a Third Amendment to the Credit Agreement, dated as of September 3, 2021, and the Subordinated Credit Agreement, dated as of September 3, 2021 (the "Original Credit Agreements," and the facilities thereunder, the "Senior Facility" and the "Subordinated Facility," respectively and, collectively, the "Facilities") (which are further described in the Annual Financial Statements) in March 2022, August 2022, and December 2022, respectively. As further described below, Local Bounti Operating, the Company, and certain subsidiaries entered into with Cargill Financial a Fourth Amendment, a Fifth Amendment, and a Sixth Amendment to the Original Credit Agreements (collectively referred to as the "Amended Credit Agreements"). Fourth Amendment to the Original Credit Agreements On January 6, 2023, Local Bounti Operating, the Company and certain subsidiaries entered into a Fourth Amendment to the Original Credit Agreements (the "Fourth Amendment") with Cargill Financial. The Fourth Amendment reduced the minimum liquidity covenant in each of the Original Credit Agreements from $20.0 million to $11.0 million. Fifth Amendment to the Original Credit Agreements On March 13, 2023, Local Bounti Operating, the Company and certain subsidiaries entered into a Fifth Amendment to the Original Credit Agreements (the "Fifth Amendment") with Cargill Financial. The Fifth Amendment (i) reduced the amount of cash required to be held in the debt service reserve account by approximately $11.0 million until April 2, 2024, at which time the amount of cash required to be held in the debt service reserve account will be an amount equal to the sum of interest and principal payments that would be required under the Amended Credit Agreements for two calendar quarters; (ii) allowed for the payment in kind of the quarterly interest payment due and payable for the quarter ended March 31, 2023; (iii) allowed for the payment in kind of the unused commitment fee payable for the quarter ended March 31, 2023; and (iv) reduced the minimum liquidity covenant in each of the Amended Credit Agreements from $11.0 million to $1.0 million. The aggregate amount of outstanding loans and undrawn commitments under the Amended Credit Agreements remains at $170.0 million (plus interest and fees paid in kind). Sixth Amendment to the Original Credit Agreements On March 28, 2023, Local Bounti Operating, the Company and certain subsidiaries entered into a Sixth Amendment to the Original Credit Agreements (the "Sixth Amendment") with Cargill Financial. The Sixth Amendment, among other things, (i) expanded the Facilities from $170.0 million to up to $280.0 million (plus, in each case, interest and fees paid in kind), including capital to fund construction at the Company’s facilities in Georgia, Texas, and Washington, subject to certain conditions and at Cargill Financial's discretion; (ii) allowed for the payment in kind of the quarterly interest payment due and payable for the quarter ending June 30, 2023; and (iii) added a minimum production covenant based on a projected production forecast. In consideration for the improved flexibility and the expanded size of the Facilities, Local Bounti issued Cargill Financial 69.6 million warrants with a per share exercise price of $1.00 per share (the "March 2023 Cargill Warrant") and a 5-year term that expires on March 28, 2028. The Company evaluated the before and after cash flow changes resulting from the Fourth, Fifth and Sixth Amendments and concluded the change in cash flows underlying these cumulative amendments were not significantly different from the cash flows underlying the terms in the Original Credit Agreements; therefore, the Company accounted for these amendments as a modification rather than as an extinguishment. Consequently, the $25.7 million fair value of the March 2023 Cargill Warrant was recorded as an additional debt discount that will amortized to interest expense over the remaining term of the Amended Credit Agreements. Fees paid to non-lender third parties as a result of the modification have been expensed as incurred. The Company determined the fair value of the March 2023 Cargill Warrant using a Black-Scholes-Merton option pricing model with the following input assumptions: (i) $1.00 exercise price, (ii) $0.45 stock price, (iii) 5-year expected term, (iv) 135% volatility, (v) 3.63% risk free rate, and (vi) 0% dividend yield. The Company also evaluated the March 2023 Cargill Warrant for derivative liability accounting treatment and concluded the instrument was a free-standing derivative instrument that did not meet the fixed-for-fixed equity indexation criteria necessary to be accounted for as equity. As such, the $25.7 million fair value of the March 2023 Cargill Warrant was recorded as additional debt discount and a derivative liability in the "Warrant Liability" line item of Company's Unaudited Condensed Consolidated Balance Sheets. The fair value of the warrant will be remeasured each quarter until the instrument is settled or expires with changes in fair value recorded in "Other income (expense)" in the Company's Unaudited Condensed Consolidated Statements of Operations. Subsequent to the Sixth Amendment, the interest rate on the Subordinated Facility is 12.5% per annum and the interest rate on the Senior Facility is equal to SOFR plus a margin (which varies between 7.5% to 8.5% depending on the Senior Facility net leverage ratio) per annum, with accrued interest paid quarterly in arrears on the first business day of the subsequent quarter (and paid in cash beginning October 1, 2023) through the maturity date on September 3, 2028. Principal payments under the Senior Facility are payable quarterly, beginning April 1, 2025, based on a 10-year straight line amortization schedule, with the remaining unpaid balance under both the Senior Facility and the Subordinated Facility due on the September 3, 2028 maturity date. In accordance with the Original Credit Agreements, the Company is required to have a debt service reserve account which is shown as restricted cash and cash equivalents on the Company's Consolidated Balance Sheets. The Fifth Amendment and Sixth Amendment, taken together, reduced the minimum balance to maintain in the debt service reserve account to $0 through March 31, 2025. From and after April 1, 2025, the minimum balance to maintain in the debt service reserve account will be increased to two quarters of scheduled interest payments and two quarters of scheduled amortization payments. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring and nonrecurring basis according to the valuation techniques the Company uses to determine their fair value: March 31, 2023 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 7,375 $ — $ — Total $ 7,375 $ — $ — December 31, 2022 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 13,997 $ — $ — Total $ 13,997 $ — $ — The fair value of the Company's money market funds is determined using quoted market prices in active markets for identical assets. As of March 31, 2023 and December 31, 2022, the carrying value of the Company's cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximated their respective fair values due to their short-term maturities. Therefore, no unrealized gains or losses were recorded during the periods presented. There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Restricted Common Stock Awards A summary of the restricted common stock awards ("RSAs") for three months ended March 31, 2023 is as follows: Number of Shares of Restricted Common Stock Awards Average Grant-Date Fair Value Unvested at December 31, 2022 3,754,496 $ 1.85 Forfeited (249,269) $ 2.79 Vested (610,191) $ 2.63 Unvested at March 31, 2023 2,895,036 $ 1.00 Total expense of RSAs was $0.2 million and $0.9 million for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, the total compensation cost related to unvested RSAs not yet recognized is $1.6 million. Unvested RSA expense not yet recognized is expected to be recognized over a weighted average period of 1.48 years. Restricted Stock Units A summary of the restricted stock units ("RSUs") activity for the three months ended March 31, 2023 is as follows: Number of RSUs Average Grant-Date Fair Value Unvested at December 31, 2022 9,456,513 $ 6.27 Granted 3,495,788 $ 1.33 Forfeited (95,391) $ 7.59 Vested (2,873,058) $ 5.93 Vested, unsettled 2,084,266 $ 5.98 Unvested and outstanding at March 31, 2023 12,068,118 $ 1.00 Total expense of RSUs, net of amounts capitalized, was $5.8 million and $10.1 million for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, the total compensation cost related to unvested RSUs not yet recognized is $23.3 million. Unvested RSU expense not yet recognized is expected to be recognized over a weighted average period of 2.16 years. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. In computing net loss per share, the Company's unvested restricted common stock and warrants are not considered participating securities. Diluted loss per common share is the same as basic loss per common share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company's net loss. Diluted net loss per common share adjusts basic net loss per share attributable to ordinary stockholders to give effect to all potential ordinary shares that were dilutive and outstanding during the period. For the three months ended March 31, 2023 and 2022, no instrument was determined to have a dilutive effect. The following table sets forth the computation of the Company's net loss per share attributable to stockholders: Three Months Ended March 31, (in thousands, except share and per share data) 2023 2022 Net loss $ (23,527) $ (25,772) Weighted average common stock outstanding, basic and diluted 100,462,262 81,009,268 Net loss per common share, basic and diluted $ (0.23) $ (0.32) The following table discloses the weighted-average shares outstanding of securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: Three Months Ended March 31, 2023 2022 Restricted Stock 3,244,350 5,395,590 Warrants 14,632,512 11,539,306 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters The Company has and may become party to various legal proceedings and other claims that arise in the ordinary course of business. The Company records a liability when it believes that it is probable that a loss will be incurred, and the amount of loss or range of loss can be reasonably estimated. Management is currently not aware of any matters that it expects will have a material adverse effect on the financial position, results of operations, or cash flows of the Company. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Reverse Stock Split Stockholder Approval On April 3, 2023, Local Bounti's board of directors authorized an amendment to the Certificate of Incorporation to, at the discretion of Local Bounti’s board of directors, effect a reverse stock split of the shares of Local Bounti's common stock, at any time prior to June 30, 2024, at a ratio within a range of 1-for-2 to 1-for-25, with the exact ratio and effective time of the reverse stock split to be determined at the discretion of the board of directors without further approval or authorization of our stockholders. The amendment was approved by stockholders at a Special Meeting of Stockholders (the "Special Meeting") held on April 26, 2023. If the Reverse Stock Split is effected, between every 2 to 25 outstanding shares of Common Stock would be combined and reclassified into one share of Common Stock. The Company will pay cash in lieu of fractional shares resulting from the Reverse Stock Split, if any. Following approval of this proposal by our stockholders, the board of directors has the sole authority to elect whether or not and when to amend the Certificate of Incorporation to effect the Reverse Stock Split. As such, the actual timing for implementation of the Reverse Stock Split would be determined by the board of directors, in its sole discretion. The actual number of authorized shares of Common Stock after giving effect to the Reverse Stock Split, if and when effected, will depend on the Reverse Stock Split ratio that is ultimately determined by the board of directors. Sale and Leaseback Transaction On April 27, 2023, Hollandia Real Estate, LLC ("Hollandia"), a wholly-owned subsidiary of the Company, and STORE Master Funding XXXI, LLC ("STORE") consummated a $35 million multi-site sale and leaseback transaction relating to the Carpinteria Facility and the Oxnard Facility (collectively, the "Hollandia Facilities"). In connection with the sale and leaseback transaction, Hollandia and STORE entered into a Master Lease Agreement (the "Lease"), dated April 27, 2023 (the "Effective Date"). Pursuant to the Lease, Hollandia will lease the Hollandia Facilities from STORE, subject to the terms and conditions of the Lease. The Lease provides for a 25-year term (the "Initial Term"), commencing on the Effective Date and expiring on April 30, 2048. Hollandia has four options to extend the Initial Term for separate renewal terms of five years each (each an "Extension Term" and, together with the Initial Term, the "Lease Term"). If Hollandia exercises all of the extension options, then the Lease will expire on April 30, 2068. Hollandia is required to give written notice to STORE not later than 120 days before the end of the then current Initial Term or Extension Term, as applicable, if Hollandia desires to exercise its option to extend the Lease Term. Subject to adjustment as set forth in the Lease, the combined annual minimum rent payable to STORE during the first year of the Lease Term is an amount equal to $3.2 million (the "Base Annual Rent"), payable in equal monthly installments. On May 1, 2024 and each anniversary of such date thereafter during the Lease Term (the "Adjustment Date"), the Base Annual Rent will increase by three percent (3%) of the Base Annual Rent in effect immediately prior to the applicable Adjustment Date. The Lease contains certain representations, warranties, covenants, obligations, conditions, indemnification provisions and termination provisions customary for sale and leaseback transactions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Management of Local Bounti is responsible for the Unaudited Condensed Consolidated Financial Statements included in this document, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the statements herein. The Unaudited Condensed Consolidated Financial Statements do not include all of the disclosures required by GAAP for annual financial statements and should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended December 31, 2022 (the "Annual Financial Statements") as filed with the SEC. In the opinion of the Company, the accompanying Unaudited Condensed Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of March 31, 2023, its results of operations for the three months ended March 31, 2023 and 2022, its cash flows for the three months ended March 31, 2023 and 2022, and its stockholders' equity for the three months ended March 31, 2023 and 2022. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any future period. The Unaudited Condensed Consolidated Balance Sheet at December 31, 2022 was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Management of Local Bounti is responsible for the Unaudited Condensed Consolidated Financial Statements included in this document, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the statements herein. The Unaudited Condensed Consolidated Financial Statements do not include all of the disclosures required by GAAP for annual financial statements and should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended December 31, 2022 (the "Annual Financial Statements") as filed with the SEC. In the opinion of the Company, the accompanying Unaudited Condensed Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of March 31, 2023, its results of operations for the three months ended March 31, 2023 and 2022, its cash flows for the three months ended March 31, 2023 and 2022, and its stockholders' equity for the three months ended March 31, 2023 and 2022. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any future period. The Unaudited Condensed Consolidated Balance Sheet at December 31, 2022 was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which amends the guidance on reporting credit losses for assets held at amortized cost and available for sale debt securities. For assets held at amortized cost, the amendment eliminates the probable initial recognition threshold in current U.S. GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost of the financial assets to present the net amount expected to be collected. The Company adopted this guidance on January 1, 2023 using the modified retrospective method. The adoption of this guidance did not have a material impact on the Company's Unaudited Condensed Consolidated Financial Statements . Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liability and equity, including convertible instruments and contracts on an entity’s own equity. The standard reduces the number of models used to account for convertible instruments, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and requires the if-converted method for calculation of diluted earnings per share for all convertible instruments. The standard is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its Consolidated Financial Statements. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | Inventory consisted of the following: March 31, December 31, 2023 2022 (in thousands) Raw materials $ 2,217 $ 2,018 Production (1) 2,255 2,213 Finished goods (1) 97 54 Inventory allowance (721) (691) Total inventory, net $ 3,848 $ 3,594 _____________________ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following: March 31, December 31, 2023 2022 (in thousands) Machinery, equipment, and vehicles $ 33,271 $ 32,774 Land 19,296 19,296 Buildings and leasehold improvements 56,322 55,392 Construction-in-progress 96,171 56,753 Less: Accumulated depreciation (8,153) (6,371) Property and equipment, net $ 196,907 $ 157,844 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: March 31, December 31, 2023 2022 (in thousands) Interest $ 4,984 $ 4,372 Construction 838 825 Payroll 960 1,470 Production 1,105 1,438 Professional services 1,423 894 Other 751 427 Total accrued liabilities $ 10,061 $ 9,426 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following: March 31, December 31, 2023 2022 (in thousands) Senior Facility $ 124,417 $ 98,442 Subordinated Facility 43,843 42,500 Unamortized deferred financing costs (45,843) (21,128) Total debt $ 122,417 $ 119,814 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets And Liabilities Measured on Recurring Basis | The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring and nonrecurring basis according to the valuation techniques the Company uses to determine their fair value: March 31, 2023 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 7,375 $ — $ — Total $ 7,375 $ — $ — December 31, 2022 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 13,997 $ — $ — Total $ 13,997 $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Restricted Common Stock Awards, Activity | A summary of the restricted common stock awards ("RSAs") for three months ended March 31, 2023 is as follows: Number of Shares of Restricted Common Stock Awards Average Grant-Date Fair Value Unvested at December 31, 2022 3,754,496 $ 1.85 Forfeited (249,269) $ 2.79 Vested (610,191) $ 2.63 Unvested at March 31, 2023 2,895,036 $ 1.00 |
Restricted Stock Unit, Activity | A summary of the restricted stock units ("RSUs") activity for the three months ended March 31, 2023 is as follows: Number of RSUs Average Grant-Date Fair Value Unvested at December 31, 2022 9,456,513 $ 6.27 Granted 3,495,788 $ 1.33 Forfeited (95,391) $ 7.59 Vested (2,873,058) $ 5.93 Vested, unsettled 2,084,266 $ 5.98 Unvested and outstanding at March 31, 2023 12,068,118 $ 1.00 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | The following table sets forth the computation of the Company's net loss per share attributable to stockholders: Three Months Ended March 31, (in thousands, except share and per share data) 2023 2022 Net loss $ (23,527) $ (25,772) Weighted average common stock outstanding, basic and diluted 100,462,262 81,009,268 Net loss per common share, basic and diluted $ (0.23) $ (0.32) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | The following table discloses the weighted-average shares outstanding of securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: Three Months Ended March 31, 2023 2022 Restricted Stock 3,244,350 5,395,590 Warrants 14,632,512 11,539,306 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Raw materials | $ 2,217 | $ 2,018 |
Production | 2,255 | 2,213 |
Finished goods | 97 | 54 |
Inventory allowance | (721) | (691) |
Total inventory, net | 3,848 | $ 3,594 |
Revision of Prior Period, Reclassification, Adjustment | ||
Inventory [Line Items] | ||
Production | 1,800 | |
Finished goods | $ (1,800) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Less: Accumulated depreciation | $ (8,153) | $ (6,371) | |
Property and equipment, net | 196,907 | 157,844 | |
Depreciation | 1,782 | $ 541 | |
Machinery, equipment, and vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 33,271 | 32,774 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 19,296 | 19,296 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 56,322 | 55,392 | |
Construction-in-progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 96,171 | $ 56,753 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Interest | $ 4,984 | $ 4,372 |
Construction | 838 | 825 |
Payroll | 960 | 1,470 |
Production | 1,105 | 1,438 |
Professional services | 1,423 | 894 |
Other | 751 | 427 |
Total accrued liabilities | $ 10,061 | $ 9,426 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ (45,843) | $ (21,128) |
Total debt | 122,417 | 119,814 |
Senior Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 124,417 | 98,442 |
Subordinated Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 43,843 | $ 42,500 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, shares in Millions | 3 Months Ended | ||||||
Mar. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 28, 2023 USD ($) qtr $ / shares shares | Mar. 13, 2023 USD ($) | Jan. 06, 2023 USD ($) | Dec. 31, 2022 USD ($) | Apr. 04, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||
Warrant liability | $ 25,697,000 | $ 25,697,000 | $ 0 | ||||
March 2023 Cargill Warrant | Measurement Input, Exercise Price | |||||||
Debt Instrument [Line Items] | |||||||
Warrants, measurement input | 1 | 1 | |||||
March 2023 Cargill Warrant | Measurement Input, Share Price | |||||||
Debt Instrument [Line Items] | |||||||
Warrants, measurement input | 0.45 | 0.45 | |||||
March 2023 Cargill Warrant | Measurement Input, Expected Term | |||||||
Debt Instrument [Line Items] | |||||||
Warrants, measurement input | 5 | 5 | |||||
March 2023 Cargill Warrant | Measurement Input, Volatility | |||||||
Debt Instrument [Line Items] | |||||||
Warrants, measurement input | 1.35 | 1.35 | |||||
March 2023 Cargill Warrant | Measurement Input, Risk Free Rate | |||||||
Debt Instrument [Line Items] | |||||||
Warrants, measurement input | 0.0363 | 0.0363 | |||||
March 2023 Cargill Warrant | Measurement Input, Dividend Yield | |||||||
Debt Instrument [Line Items] | |||||||
Warrants, measurement input | 0 | 0 | |||||
Loans Payable | First Amendment of the Credit Agreements | |||||||
Debt Instrument [Line Items] | |||||||
Debt covenant, minimum liquidity amount | $ 20,000,000 | ||||||
Loans Payable | Fourth Amendment of the Credit Agreements | |||||||
Debt Instrument [Line Items] | |||||||
Debt covenant, minimum liquidity amount | $ 11,000,000 | ||||||
Loans Payable | Fifth Amendment of the Credit Agreements | |||||||
Debt Instrument [Line Items] | |||||||
Debt covenant, minimum liquidity amount | $ 1,000,000 | ||||||
Debt covenant, debt service reserve account requirement | 11,000,000 | ||||||
Debt, face amount | $ 170,000,000 | ||||||
Loans Payable | Sixth Amendment To Original Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt covenant, debt service reserve account requirement | $ 0 | ||||||
Debt, face amount | $ 280,000,000 | ||||||
Debt covenant, debt service reserve account requirement, number of quarters of scheduled interest payments | qtr | 2 | ||||||
Debt covenant, debt service reserve account requirement, number of quarters of scheduled amortization payments | qtr | 2 | ||||||
Loans Payable | Sixth Amendment To Original Credit Agreement | March 2023 Cargill Warrant | |||||||
Debt Instrument [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 69.6 | ||||||
Warrant price (in dollars per share) | $ / shares | $ 1 | ||||||
Warrants term | 5 years | ||||||
Loans Payable | Subordinated Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt effective interest rate | 12.50% | 12.50% | |||||
Loans Payable | Senior Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, amortization period | 10 years | ||||||
Loans Payable | Senior Facility | Minimum | Secured Overnight Financing Rate (SOFR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt basis spread on variable rate | 7.50% | ||||||
Loans Payable | Senior Facility | Maximum | Secured Overnight Financing Rate (SOFR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt basis spread on variable rate | 8.50% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Level 1 | ||
Assets: | ||
Assets, fair value | $ 7,375 | $ 13,997 |
Level 1 | Money market funds | ||
Assets: | ||
Assets, fair value | 7,375 | 13,997 |
Level 2 | ||
Assets: | ||
Assets, fair value | 0 | 0 |
Level 2 | Money market funds | ||
Assets: | ||
Assets, fair value | 0 | 0 |
Level 3 | ||
Assets: | ||
Assets, fair value | 0 | 0 |
Level 3 | Money market funds | ||
Assets: | ||
Assets, fair value | $ 0 | $ 0 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Common Stock Awards and Restricted Stock Units Activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Restricted Common Stock Awards | |
Number of Shares of Restricted Common Stock Awards | |
Unvested beginning balance (in shares) | shares | 3,754,496 |
Forfeited (in shares) | shares | (249,269) |
Vested (in shares) | shares | (610,191) |
Unvested ending balance (in shares) | shares | 2,895,036 |
Average Grant-Date Fair Value | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 1.85 |
Forfeited (in dollars per share) | $ / shares | 2.79 |
Vested (in dollars per share) | $ / shares | 2.63 |
Unvested ending balance (in dollars per share) | $ / shares | $ 1 |
Restricted Stock Units (RSUs) | |
Number of Shares of Restricted Common Stock Awards | |
Unvested beginning balance (in shares) | shares | 9,456,513 |
Granted (in shares) | shares | 3,495,788 |
Forfeited (in shares) | shares | (95,391) |
Vested (in shares) | shares | (2,873,058) |
Vested, unsettled (in shares) | shares | 2,084,266 |
Unvested ending balance (in shares) | shares | 12,068,118 |
Average Grant-Date Fair Value | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 6.27 |
Granted (in dollars per share) | $ / shares | 1.33 |
Forfeited (in dollars per share) | $ / shares | 7.59 |
Vested (in dollars per share) | $ / shares | 5.93 |
Vested, unsettled (in dollars per share) | $ / shares | 5.98 |
Unvested ending balance (in dollars per share) | $ / shares | $ 1 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 5,959 | $ 11,013 |
Restricted Common Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 200 | 900 |
Cost not yet recognized, amount | $ 1,600 | |
Cost not yet recognized, period for recognition | 1 year 5 months 23 days | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 5,800 | $ 10,100 |
Cost not yet recognized, amount | $ 23,300 | |
Cost not yet recognized, period for recognition | 2 years 1 month 28 days |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (23,527) | $ (25,772) |
Weighted average common stock outstanding, basic (in shares) | 100,462,262 | 81,009,268 |
Weighted average common stock outstanding, diluted (in shares) | 100,462,262 | 81,009,268 |
Net loss per common share, basic (in dollars per share) | $ (0.23) | $ (0.32) |
Net loss per common share, diluted (in dollars per share) | $ (0.23) | $ (0.32) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,244,350 | 5,395,590 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 14,632,512 | 11,539,306 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | Apr. 27, 2023 USD ($) extension | Apr. 03, 2023 shares |
Subsequent Event [Line Items] | ||
Reverse stock split, number of common stock reclassified (in shares) | shares | 1 | |
Sale and leaseback transaction, amount | $ 35 | |
Sale and leaseback transaction, initial term | 25 years | |
Sale and leaseback transaction, options to extend | extension | 4 | |
Sale and leaseback transaction, renewal terms | 5 years | |
Sale and leaseback transaction, written notice period to exercise extension options | 120 days | |
Sale and leaseback transaction, base annual rent | $ 3.2 | |
Sale and leaseback transaction, base annual rent, increase percentage | 3% | |
Minimum | ||
Subsequent Event [Line Items] | ||
Reverse stock splits ratio | 0.50 | |
Maximum | ||
Subsequent Event [Line Items] | ||
Reverse stock splits ratio | 0.04 |