Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2024 | Nov. 08, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40125 | |
Entity Registrant Name | Local Bounti Corporation/DE | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-3686055 | |
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 | |
Title of 12(b) Security | Common Stock, par value of $0.0001 per share | |
Trading Symbol | LOCL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,655,669 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001840780 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 317 | $ 10,326 |
Restricted cash | 6,490 | 6,569 |
Accounts receivable, net | 2,044 | 3,078 |
Inventory, net | 6,547 | 4,210 |
Prepaid expenses and other current assets | 1,905 | 2,805 |
Total current assets | 17,303 | 26,988 |
Property and equipment, net | 371,368 | 313,166 |
Finance lease right-of-use assets | 293 | 0 |
Operating lease right-of-use assets | 118 | 172 |
Intangible assets, net | 38,676 | 41,353 |
Other assets | 3,056 | 73 |
Total assets | 430,814 | 381,752 |
Current liabilities | ||
Accounts payable | 16,357 | 14,640 |
Accrued liabilities | 23,104 | 17,204 |
Short-term debt | 13,470 | 0 |
Financing obligation | 42 | 0 |
Operating lease liabilities | 69 | 97 |
Finance lease liabilities | 81 | 0 |
Total current liabilities | 53,123 | 31,941 |
Long-term debt, net of debt issuance costs | 384,938 | 277,985 |
Financing obligation, noncurrent | 49,706 | 49,225 |
Operating lease liabilities, noncurrent | 65 | 114 |
Finance lease liabilities, noncurrent | 218 | 0 |
Warrant liability | 8,377 | 7,214 |
Total liabilities | 496,427 | 366,479 |
Commitments and contingencies (Note 10) | ||
Stockholders' (deficit) equity | ||
Common stock, 0.0001 par value, 400,000,000 shares authorized, 8,650,649 and 8,311,237 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively | 1 | 1 |
Additional paid-in capital | 321,358 | 318,600 |
Accumulated deficit | (386,972) | (303,328) |
Total stockholders' (deficit) equity | (65,613) | 15,273 |
Total liabilities and stockholders' (deficit) equity | $ 430,814 | $ 381,752 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2024 | Dec. 31, 2023 |
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) | 8,650,649 | 8,311,237 |
Common stock, shares outstanding (in shares) | 8,650,649 | 8,311,237 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | ||
Income Statement [Abstract] | |||||
Sales | $ 10,242 | $ 6,810 | $ 28,068 | $ 20,691 | |
Cost of goods sold | [1],[2] | 8,829 | 6,405 | 24,518 | 19,155 |
Gross profit | 1,413 | 405 | 3,550 | 1,536 | |
Operating expenses: | |||||
Research and development | [1],[2] | 7,096 | 5,001 | 15,102 | 12,103 |
Selling, general and administrative | [1],[2] | 12,348 | 14,406 | 30,642 | 47,091 |
Total operating expenses | 19,444 | 19,407 | 45,744 | 59,194 | |
Loss from operations | (18,031) | (19,002) | (42,194) | (57,658) | |
Other income (expense): | |||||
Change in fair value of warrant liability | 1,921 | 1,766 | (1,163) | 16,917 | |
Interest expense, net | (18,312) | (7,105) | (40,420) | (17,876) | |
Other income | 95 | 83 | 133 | 156 | |
Net loss | $ (34,327) | $ (24,258) | $ (83,644) | $ (58,461) | |
Net loss applicable to common stockholders per common share: | |||||
Basic (in dollars per share) | $ (4.01) | $ (3.02) | $ (9.91) | $ (7.41) | |
Diluted (in dollars per share) | $ (4.01) | $ (3.02) | $ (9.91) | $ (7.41) | |
Weighted average common shares outstanding: | |||||
Basic (in shares) | 8,568,970 | 8,019,561 | 8,436,727 | 7,893,665 | |
Diluted (in shares) | 8,568,970 | 8,019,561 | 8,436,727 | 7,893,665 | |
[1] Amounts include depreciation and amortization as follows: Three Months Ended Nine months ended 2024 2023 2024 2023 Cost of goods sold $ 1,642 $ 832 $ 4,197 $ 2,662 Research and development 2,852 722 5,031 1,754 Selling, general and administrative 1,374 1,851 3,757 5,763 Total depreciation and amortization $ 5,868 $ 3,405 $ 12,985 $ 10,179 Amounts include stock-based compensation as follows: Three Months Ended Nine months ended 2024 2023 2024 2023 Cost of goods sold $ 15 $ 24 $ 75 $ 100 Research and development 86 343 250 1,676 Selling, general and administrative 1,286 2,898 1,776 11,882 Total stock-based compensation expense, net of amounts capitalized $ 1,387 $ 3,265 $ 2,101 $ 13,658 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Total stock-based compensation expense, net of amounts capitalized | $ 1,387 | $ 3,265 | $ 2,101 | $ 13,658 |
Total depreciation and amortization | 5,868 | 3,405 | 12,985 | 10,179 |
Cost of goods sold | ||||
Total stock-based compensation expense, net of amounts capitalized | 15 | 24 | 75 | 100 |
Total depreciation and amortization | 1,642 | 832 | 4,197 | 2,662 |
Research and development | ||||
Total stock-based compensation expense, net of amounts capitalized | 86 | 343 | 250 | 1,676 |
Total depreciation and amortization | 2,852 | 722 | 5,031 | 1,754 |
Selling, general and administrative | ||||
Total stock-based compensation expense, net of amounts capitalized | 1,286 | 2,898 | 1,776 | 11,882 |
Total depreciation and amortization | $ 1,374 | $ 1,851 | $ 3,757 | $ 5,763 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2022 | 7,976,980 | |||
Beginning balance at Dec. 31, 2022 | $ 121,333 | $ 1 | $ 300,645 | $ (179,313) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Vesting of restricted stock units, net (in shares) | 41,502 | |||
Stock-based compensation | 6,361 | 6,361 | ||
Net loss | (23,527) | (23,527) | ||
Ending balance (in shares) at Mar. 31, 2023 | 8,018,482 | |||
Ending balance at Mar. 31, 2023 | 104,167 | $ 1 | 307,006 | (202,840) |
Beginning balance (in shares) at Dec. 31, 2022 | 7,976,980 | |||
Beginning balance at Dec. 31, 2022 | 121,333 | $ 1 | 300,645 | (179,313) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (58,461) | |||
Ending balance (in shares) at Sep. 30, 2023 | 8,268,639 | |||
Ending balance at Sep. 30, 2023 | 77,801 | $ 1 | 315,574 | (237,774) |
Beginning balance (in shares) at Mar. 31, 2023 | 8,018,482 | |||
Beginning balance at Mar. 31, 2023 | 104,167 | $ 1 | 307,006 | (202,840) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Vesting of restricted stock units, net (in shares) | 171,051 | |||
Cash paid for fractional shares from the Reverse Stock Split (in shares) | (552) | |||
Cash paid for fractional shares from the Reverse Stock Split | (3) | (3) | ||
Stock-based compensation | 4,792 | 4,792 | ||
Net loss | (10,676) | (10,676) | ||
Ending balance (in shares) at Jun. 30, 2023 | 8,188,981 | |||
Ending balance at Jun. 30, 2023 | 98,280 | $ 1 | 311,795 | (213,516) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Vesting of restricted stock units, net (in shares) | 79,658 | |||
Stock-based compensation | 3,779 | 3,779 | ||
Net loss | (24,258) | (24,258) | ||
Ending balance (in shares) at Sep. 30, 2023 | 8,268,639 | |||
Ending balance at Sep. 30, 2023 | $ 77,801 | $ 1 | 315,574 | (237,774) |
Beginning balance (in shares) at Dec. 31, 2023 | 8,311,237 | 8,311,237 | ||
Beginning balance at Dec. 31, 2023 | $ 15,273 | $ 1 | 318,600 | (303,328) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Vesting of restricted stock units, net (in shares) | 126,305 | |||
Stock-based compensation | (670) | (670) | ||
Net loss | (24,050) | (24,050) | ||
Ending balance (in shares) at Mar. 31, 2024 | 8,437,542 | |||
Ending balance at Mar. 31, 2024 | $ (9,447) | $ 1 | 317,930 | (327,378) |
Beginning balance (in shares) at Dec. 31, 2023 | 8,311,237 | 8,311,237 | ||
Beginning balance at Dec. 31, 2023 | $ 15,273 | $ 1 | 318,600 | (303,328) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | $ (83,644) | |||
Ending balance (in shares) at Sep. 30, 2024 | 8,650,649 | 8,650,649 | ||
Ending balance at Sep. 30, 2024 | $ (65,613) | $ 1 | 321,358 | (386,972) |
Beginning balance (in shares) at Mar. 31, 2024 | 8,437,542 | |||
Beginning balance at Mar. 31, 2024 | (9,447) | $ 1 | 317,930 | (327,378) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Vesting of restricted stock units, net (in shares) | 136,707 | |||
Stock-based compensation | 1,875 | 1,875 | ||
Net loss | (25,267) | (25,267) | ||
Ending balance (in shares) at Jun. 30, 2024 | 8,574,249 | |||
Ending balance at Jun. 30, 2024 | (32,839) | $ 1 | 319,805 | (352,645) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Vesting of restricted stock units, net (in shares) | 76,400 | |||
Stock-based compensation | 1,553 | 1,553 | ||
Net loss | $ (34,327) | (34,327) | ||
Ending balance (in shares) at Sep. 30, 2024 | 8,650,649 | 8,650,649 | ||
Ending balance at Sep. 30, 2024 | $ (65,613) | $ 1 | $ 321,358 | $ (386,972) |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
Operating Activities: | ||
Net loss | $ (83,644) | $ (58,461) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 10,307 | 5,152 |
Amortization of intangible assets | 2,678 | 5,027 |
Stock-based compensation expense, net of amounts capitalized | 2,101 | 13,658 |
Allowance for expected credit losses | (55) | 5 |
Inventory allowance | 1,664 | 385 |
Loss on disposal of property and equipment | 1,652 | 1,375 |
Change in fair value of warrant liability | 1,163 | (16,917) |
Paid-in-kind interest expense | 23,271 | 15,797 |
Amortization of debt issuance costs | 6,300 | 5,183 |
Interest expense on financing obligation | 523 | 144 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,090 | 20 |
Inventory | (4,002) | (1,284) |
Prepaid expenses and other current assets | 903 | 1,291 |
Other assets | (2,984) | (649) |
Accounts payable | 5,110 | (493) |
Operating lease liabilities | (23) | (104) |
Finance lease liabilities | 21 | 0 |
Accrued liabilities | 5,630 | 3,880 |
Net cash used in operating activities | (28,295) | (25,991) |
Investing Activities: | ||
Purchases of property and equipment | (72,629) | (117,241) |
Net cash used in investing activities | (72,629) | (117,241) |
Financing Activities: | ||
Proceeds from financing obligations | 0 | 35,000 |
Proceeds from issuance of debt | 90,851 | 101,861 |
Principal payment on finance lease liabilities | (15) | 0 |
Payment of debt issuance costs | 0 | (226) |
Fractional shares paid in cash pursuant to reverse stock split | 0 | (3) |
Net cash provided by financing activities | 90,836 | 136,632 |
Net decrease in cash and cash equivalents and restricted cash | (10,088) | (6,600) |
Cash and cash equivalents and restricted cash at beginning of period | 16,895 | 24,938 |
Cash and cash equivalents and restricted cash at end of period | 6,807 | 18,338 |
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 | 317 | 11,814 |
Restricted cash | 6,490 | 6,524 |
Total cash and cash equivalents and restricted cash as shown in the Unaudited Condensed Consolidated Statements of Cash Flows | 6,807 | 18,338 |
Non-cash activities: | ||
Warrants issued in connection with debt modification | 0 | 25,697 |
Purchases of property and equipment included in accounts payable and accrued liabilities | 3,123 | 1,910 |
Interest capitalized to property and equipment, net | 10,460 | 9,486 |
Stock-based compensation capitalized to property and equipment, net | 655 | 1,451 |
Non-cash equity settlement on employee receivable | $ 0 | $ 176 |
Business Description
Business Description | 9 Months Ended |
Sep. 30, 2024 | |
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 sustainably grown produce, focused primarily on living and loose leaf lettuce, arugula, spinach, and basil. The Company is a controlled environment agriculture ("CEA") company that utilizes patented Stack & Flow Technology ® , 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2024 | |
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, 2023 (the "Annual Financial Statements") as filed with the SEC. In the opinion of the Company, the accompanying Unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of September 30, 2024, its results of operations for the three and nine months ended September 30, 2024 and 2023, its cash flows for the nine months ended September 30, 2024 and 2023, and its stockholders' (deficit) equity for the three and nine months ended September 30, 2024 and 2023. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 or any future period. The Unaudited Condensed Consolidated Balance Sheet at December 31, 2023 was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. Liquidity and Going Concern The CEA business is highly capital-intensive. Since its inception, the Company has incurred losses and generated negative cash flows from operations. At September 30, 2024, the Company had an accumulated deficit of $387.0 million and cash and cash equivalents and restricted cash of $6.8 million. Currently, the Company’s primary sources of liquidity and capital resources are cash on hand, cash flows generated from the sale of products, and the credit facilities with Cargill Financial. As of September 30, 2024, the Company's outstanding debt principal totaled $431.7 million. On April 1, 2025, the Company is required to begin making quarterly principal payments under the Senior Facility (defined below) and quarterly interest payments under both the Senior Facility and the Subordinated Facility (defined below). The Company’s current operating plan indicates that it will continue to incur losses from operations and generate negative cash flows from operating activities until the Texas and Washington facilities start operating at full commercial scale and generate sufficient gross profit to cover its losses. The Company's cash on hand as of September 30, 2024, and projected cash inflows generated from operations over the next 12 months are not expected to be sufficient to fund anticipated cash outflows for operations and the required debt service obligations beginning April 1, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months. The Company’s Unaudited Condensed Consolidated Financial Statements as of September 30, 2024, do not include any adjustments that might result from the outcome of this uncertainty and have been prepared to assume the Company will continue as a going concern . The Company’s plan to alleviate the conditions that raised substantial doubt about its ability to continue as a going concern includes the following: • Renegotiate the terms of the credit facilities with Cargill Financial to provide the Company with additional working capital over the next twelve months, subject to terms and conditions precedent to the Senior Facility. • Renegotiate the terms of the credit facilities with Cargill Financial to defer all principal payments due under the Senior Facility through November 30, 2025, subject to terms and conditions precedent to the Senior Facility. • Renegotiate the terms of the credit facilities with Cargill Financial to allow for the payment in kind of the interest payments on the Senior Facility and the Subordinated Facility through November 30, 2025, subject to terms and conditions precedent to the Senior Facility. • Renegotiate the terms of the credit facilities with Cargill Financial to waive the restricted cash requirement of two quarters of future interest and principal payments through November 30, 2025, subject to terms and conditions precedent to the Senior Facility. • Continue to ramp production at the Company’s Washington and Texas facilities to full commercial scale to accelerate and significantly increase revenue growth. • Reduce production costs as a result of manufacturing and technical developments. • Lower research and development and general and administrative costs. • Reduce or delay uncommitted capital expenditures, including nonessential facilities and information technology projects. • Raise additional working capital through other sources of debt and equity financings. While the Company fully expects to implement and execute its plans and to have access to these additional sources of capital, such plans or other additional sources of financing may not be achievable on favorable terms and conditions, or at all, and these conditions and events in the aggregate do not alleviate substantial doubt regarding the Company’s ability to continue as a going concern over the next twelve months from the date these Unaudited Condensed Consolidated Financial Statements are issued. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for additions and improvements are capitalized; expenditures for maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its economic life are charged to expense as incurred. Assets to be disposed of by sale are reported as assets held for sale at the lower of the carrying amount or the asset's fair value less cost to sell, and depreciation is ceased. Assets to be disposed of other than by sale are recorded at cost less accumulated depreciation and classified as held and used until the asset is disposed. Upon sale or other disposition of an asset, the Company recognizes a gain or loss on disposal measured as the difference between the net carrying amount of the asset and the net proceeds received. During the three and nine months ended September 30, 2024, the Company recognized a $1.6 million loss on assets disposed of other than by sale, primarily related to construction-in-progress assets related to certain growing technology and equipment that will not be utilized in the Company's current facilities or in future construction projects, following the Company’s realignment of its facility in Hamilton, Montana (the "Montana Facility") away from a research and development focus and an assessment of recent growing process advancements and alignment of the Company's technology across its facilities. Loss on disposals are included in "Selling, general and administrative" on the Unaudited Condensed Consolidated Statements of Operations. Recently Adopted 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 liability and equity characteristics, 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 Company adopted this guidance on January 1, 2024. 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 November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. The standard is effective for the Company for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The requirements in ASU 2024-03 can be applied either on a retrospective or prospective basis. Early adoption is permitted. The Company has not concluded to early adopt or on the method of adopting the provisions of ASU 2024-03 and is currently evaluating the impact of this standard on its Unaudited Condensed Consolidated Financial Statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740 ), which requires disclosure of specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The standard is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. The Company is currently evaluating the impact of this standard on its Unaudited Condensed Consolidated Financial Statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280 ), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The standard is effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its Unaudited Condensed Consolidated Financial Statements. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventories consisted of the following: September 30, December 31, 2024 2023 (in thousands) Raw materials $ 2,728 $ 1,843 Production 6,127 3,010 Finished goods 109 110 Inventory allowance (2,417) (753) Total inventory, net $ 6,547 $ 4,210 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consisted of the following: September 30, December 31, 2024 2023 (in thousands) Land $ 19,253 $ 19,253 Machinery and equipment 113,798 44,169 Greenhouses, buildings and leasehold improvements 251,191 66,754 Construction-in-progress 10,767 196,324 Less: Accumulated depreciation (23,641) (13,334) Property and equipment, net $ 371,368 $ 313,166 Depreciation expense related to property and equipme nt was $5.0 million and $1.7 million for the three months ended September 30, 2024 and 2023, respectively, and $10.3 million an d $5.2 million for the nine months ended September 30, 2024 and 2023 , respectively. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following: September 30, December 31, 2024 2023 (in thousands) Interest $ 15,211 $ 9,786 Construction 3,265 2,995 Payroll 1,245 2,596 Production materials and supplies 1,230 690 Professional services 379 411 Other 1,774 726 Total accrued liabilities $ 23,104 $ 17,204 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following: September 30, December 31, 2024 2023 (in thousands) Senior Facility $ 378,810 $ 269,395 Subordinated Facility 52,840 48,132 Unamortized deferred financing costs (33,242) (39,542) Total debt 398,408 277,985 Less short-term portion (13,470) — Total long-term debt $ 384,938 $ 277,985 Agreements with Cargill Financial On September 3, 2021, Local Bounti Operating Company LLC and certain subsidiaries entered into (a) a credit agreement (the "Senior Credit Agreement") with Cargill Financial for an up to $150.0 million multiple-advance term loan (the "Senior Facility") and (b) a subordinated credit agreement (the "Subordinated Credit Agreement" and, together with the Senior Credit Agreement, the "Original Credit Agreements") with Cargill Financial for an up to $50.0 million multiple-advance term loan (the "Subordinated Facility" and, together with the Senior Facility, the "Facilities"). As previously disclosed in the Company's Annual Financial Statements, Local Bounti Operating Company LLC and certain subsidiaries and Cargill Financial entered into a series of amendments: the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, and the Seventh Amendment to the Original Credit Agreements. In the first half of 2024, Local Bounti Operating Company LLC, the Company, and certain subsidiaries and Cargill Financial entered into the Eighth Amendment, the Ninth Amendment, and the Tenth Amendment to the Original Credit Agreements (as so amended, collectively referred to as the "Amended Credit Agreements"), as further described below. Eighth Amendment to Credit Agreements On January 23, 2024, the Company, along with certain subsidiaries of the Company, entered into an Eighth Amendment to the Original Credit Agreements (the "Eighth Amendment") with Cargill Financial to further amend the Original Credit Agreements. The Eighth Amendment allows for the payment in kind of the quarterly interest payments due and payable for the quarter ending March 31, 2024. Ninth Amendment to Credit Agreements On March 26, 2024, the Company, along with certain of its subsidiaries, entered into a Ninth Amendment to the Original Credit Agreements (the "Ninth Amendment") with Cargill Financial to further amend the Original Credit Agreements. The Ninth Amendment allows for the payment in kind of the quarterly interest payments due and payable for the quarters ending June 30, 2024, September 30, 2024, and December 31, 2024. The Ninth Amendment also provides for up to $15.0 million in working capital for the Company, $15.0 million of which has been drawn down. Tenth Amendment to Credit Agreements On June 28, 2024, the Company, along with certain of its subsidiaries, entered into a Tenth Amendment to the Original Credit Agreements (the "Tenth Amendment") with Cargill Financial to further amend the Original Credit Agreements. The Tenth Amendment adds a new maximum cash operating expense to revenue ratio covenant, to be tested beginning with the fiscal quarter ending September 30, 2024. General provisions to the Amended Credit Agreements The interest rate on the Subordinated Facility is 12.5% per annum. 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 through the maturity date on September 3, 2028. Principal payments are due and payable quarterly under the Senior Facility, beginning April 1, 2025, based on the principal balance as of December 31, 2023 and assuming a fixed 10-year straight line amortization schedule. The remaining unpaid principal balance under both the Senior Facility and the Subordinated Facility is 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 on the 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 principal payments. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2024 | |
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: September 30, 2024 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 6,784 $ — $ — Liabilities: March 2023 Cargill Warrant Liability $ — $ — $ 8,377 December 31, 2023 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 16,322 $ — $ — Liabilities: March 2023 Cargill Warrant Liability $ — $ — $ 7,214 The fair value of the Company's money market funds is determined using quoted market prices in active markets for identical assets. The fair value of the March 2023 Cargill Warrant Liability is determined using a Black-Scholes model. The following table presents changes in the Level 3 fair value measurement for the warrant liability on a recurring basis: September 30, 2024 (in thousands) Balance as of December 31, 2023 $ 7,214 Fair value measurement adjustments through other income (expense) 1,163 Balance as of September 30, 2024 $ 8,377 September 30, 2023 (in thousands) Balance as of March 28, 2023 (initial measurement) $ 25,697 Fair value measurement adjustments (16,917) Balance as of September 30, 2023 $ 8,780 The key inputs into the Black-Scholes model used to determine the fair value of the 2023 Cargill Warrant Liability were as follows at their measurement dates: September 30, 2024 2023 Input Share price $ 2.50 $ 2.45 Risk-free interest rate 3.58% 4.60% Volatility 121% 128% Exercise price $ 6.50 $ 13.00 Warrant life (years) 3.5 4.5 Dividend yield —% —% As of September 30, 2024 and December 31, 2023, 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. Common Stock Purchase Warrant Amendment On January 23, 2024, the Company entered into an Amendment to Common Stock Purchase Warrant (the "Warrant Amendment") with Cargill Financial to amend that certain Common Stock Purchase Warrant, dated March 28, 2023, issued by the Company to Cargill Financial (the "Original Warrant" and as amended, the "Warrant") to amend the exercise price under Section 2(b) thereunder from $13.00 to $6.50 per share of common stock. The initial impact of the reduced exercise price was included in the mark-to-market net change in fair value of the warrant liability during the three months ended March 31, 2024. The Original Warrant was issued by the Company to Cargill Financial to purchase up to 5,353,846 shares of common stock. Pursuant to the Warrant Amendment, the Warrant entitles Cargill Financial to purchase 5,353,846 shares of common stock at an exercise price of $6.50 per share. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2024 | |
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 the nine months ended September 30, 2024 is as follows: Number of RSAs Average Grant-Date Fair Value Unvested and outstanding at December 31, 2023 135,701 $ 23.60 Vested (80,029) $ 22.52 Unvested and outstanding at September 30, 2024 55,672 $ 25.16 Total RSA expense for the three and nine months ended September 30, 2024 was $0.1 million and $0.5 million, respectively. Total RSA expense for the three and nine months ended September 30, 2023 was $0.3 million and $0.9 million, respectively. As of September 30, 2024, the total compensation cost related to unvested RSAs not yet recognized is $0.1 million. Unvested RSA expense not yet recognized is expected to be recognized over a weighted average period of 0.4 years. Restricted Stock Units A summary of the restricted stock units ("RSUs") activity for the nine months ended September 30, 2024 is as follows: Number of RSUs Average Grant-Date Fair Value Unvested and outstanding at December 31, 2023 689,837 $ 47.43 Granted 1,108,882 $ 2.96 Forfeited (119,659) $ 38.20 Vested (424,616) $ 36.51 Unvested and outstanding at September 30, 2024 1,254,444 $ 12.61 Total RSU expense, net of amounts capitalized, for the three and nine months ended September 30, 2024 was $1.3 million and $1.6 million, respectively. Total RSU expense, net of amounts capitalized, for the three and nine months ended September 30, 2023 was $2.9 million and $12.8 million, respectively. As of September 30, 2024, the total compensation cost related to unvested RSUs not yet recognized is $4.5 million. Unvested RSU expense not yet recognized is expected to be recognized over a weighted average period of 1.75 years. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2024 | |
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 shares 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 the three and nine months ended September 30, 2024 and 2023 because the effects of potentially dilutive items were anti-dilutive given the Company's net loss. If and when applicable, diluted net loss per common share represents an adjustment to basic net loss per share attributable to common stockholders giving effect to all potential common shares that were dilutive and outstanding during the period. The following table sets forth the computation of the Company's net loss per share attributable to common stockholders: Three Months Ended Nine months ended (in thousands, except share and per share data) (in thousands, except share and per share data) 2024 2023 2024 2023 Net loss $ (34,327) $ (24,258) $ (83,644) $ (58,461) Weighted average common shares outstanding, basic and diluted 8,568,970 8,019,561 8,436,727 7,893,665 Net loss per common share, basic and diluted $ (4.01) $ (3.02) $ (9.91) $ (7.41) 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 Nine months ended 2024 2023 2024 2023 Restricted Stock 68,519 222,692 86,746 230,632 Warrants 6,241,475 6,241,475 6,241,475 4,554,915 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2024 | |
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. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Pay vs Performance Disclosure | ||||||||
Net loss | $ (34,327) | $ (25,267) | $ (24,050) | $ (24,258) | $ (10,676) | $ (23,527) | $ (83,644) | $ (58,461) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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, 2023 (the "Annual Financial Statements") as filed with the SEC. In the opinion of the Company, the accompanying Unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of September 30, 2024, its results of operations for the three and nine months ended September 30, 2024 and 2023, its cash flows for the nine months ended September 30, 2024 and 2023, and its stockholders' (deficit) equity for the three and nine months ended September 30, 2024 and 2023. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 or any future period. The Unaudited Condensed Consolidated Balance Sheet at December 31, 2023 was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. |
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, 2023 (the "Annual Financial Statements") as filed with the SEC. In the opinion of the Company, the accompanying Unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of September 30, 2024, its results of operations for the three and nine months ended September 30, 2024 and 2023, its cash flows for the nine months ended September 30, 2024 and 2023, and its stockholders' (deficit) equity for the three and nine months ended September 30, 2024 and 2023. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 or any future period. The Unaudited Condensed Consolidated Balance Sheet at December 31, 2023 was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for additions and improvements are capitalized; expenditures for maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its economic life are charged to expense as incurred. Assets to be disposed of by sale are reported as assets held for sale at the lower of the carrying amount or the asset's fair value less cost to sell, and depreciation is ceased. Assets to be disposed of other than by sale are recorded at cost less accumulated depreciation and classified as held and used until the asset is disposed. Upon sale or other disposition of an asset, the Company recognizes a gain or loss on disposal measured as the difference between the net carrying amount of the asset and the net proceeds received. During the three and nine months ended September 30, 2024, the Company recognized a $1.6 million loss on assets disposed of other than by sale, primarily related to construction-in-progress assets related to certain growing technology and equipment that will not be utilized in the Company's current facilities or in future construction projects, following the Company’s realignment of its facility in Hamilton, Montana (the "Montana Facility") away from a research and development focus and an assessment of recent growing process advancements and alignment of the Company's technology across its facilities. Loss on disposals are included in "Selling, general and administrative" on the Unaudited Condensed Consolidated Statements of Operations. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted 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 liability and equity characteristics, 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 Company adopted this guidance on January 1, 2024. 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 November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. The standard is effective for the Company for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The requirements in ASU 2024-03 can be applied either on a retrospective or prospective basis. Early adoption is permitted. The Company has not concluded to early adopt or on the method of adopting the provisions of ASU 2024-03 and is currently evaluating the impact of this standard on its Unaudited Condensed Consolidated Financial Statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740 ), which requires disclosure of specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The standard is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. The Company is currently evaluating the impact of this standard on its Unaudited Condensed Consolidated Financial Statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280 ), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The standard is effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its Unaudited Condensed Consolidated Financial Statements. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | Inventories consisted of the following: September 30, December 31, 2024 2023 (in thousands) Raw materials $ 2,728 $ 1,843 Production 6,127 3,010 Finished goods 109 110 Inventory allowance (2,417) (753) Total inventory, net $ 6,547 $ 4,210 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: September 30, December 31, 2024 2023 (in thousands) Land $ 19,253 $ 19,253 Machinery and equipment 113,798 44,169 Greenhouses, buildings and leasehold improvements 251,191 66,754 Construction-in-progress 10,767 196,324 Less: Accumulated depreciation (23,641) (13,334) Property and equipment, net $ 371,368 $ 313,166 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: September 30, December 31, 2024 2023 (in thousands) Interest $ 15,211 $ 9,786 Construction 3,265 2,995 Payroll 1,245 2,596 Production materials and supplies 1,230 690 Professional services 379 411 Other 1,774 726 Total accrued liabilities $ 23,104 $ 17,204 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following: September 30, December 31, 2024 2023 (in thousands) Senior Facility $ 378,810 $ 269,395 Subordinated Facility 52,840 48,132 Unamortized deferred financing costs (33,242) (39,542) Total debt 398,408 277,985 Less short-term portion (13,470) — Total long-term debt $ 384,938 $ 277,985 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
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: September 30, 2024 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 6,784 $ — $ — Liabilities: March 2023 Cargill Warrant Liability $ — $ — $ 8,377 December 31, 2023 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 16,322 $ — $ — Liabilities: March 2023 Cargill Warrant Liability $ — $ — $ 7,214 |
Schedule of Changes in Level 3 Fair Value Measurement for the Warrant Liability | The following table presents changes in the Level 3 fair value measurement for the warrant liability on a recurring basis: September 30, 2024 (in thousands) Balance as of December 31, 2023 $ 7,214 Fair value measurement adjustments through other income (expense) 1,163 Balance as of September 30, 2024 $ 8,377 September 30, 2023 (in thousands) Balance as of March 28, 2023 (initial measurement) $ 25,697 Fair value measurement adjustments (16,917) Balance as of September 30, 2023 $ 8,780 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The key inputs into the Black-Scholes model used to determine the fair value of the 2023 Cargill Warrant Liability were as follows at their measurement dates: September 30, 2024 2023 Input Share price $ 2.50 $ 2.45 Risk-free interest rate 3.58% 4.60% Volatility 121% 128% Exercise price $ 6.50 $ 13.00 Warrant life (years) 3.5 4.5 Dividend yield —% —% |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Common Stock Awards, Activity | A summary of the restricted common stock awards ("RSAs") for the nine months ended September 30, 2024 is as follows: Number of RSAs Average Grant-Date Fair Value Unvested and outstanding at December 31, 2023 135,701 $ 23.60 Vested (80,029) $ 22.52 Unvested and outstanding at September 30, 2024 55,672 $ 25.16 |
Schedule of Restricted Stock Unit, Activity | A summary of the restricted stock units ("RSUs") activity for the nine months ended September 30, 2024 is as follows: Number of RSUs Average Grant-Date Fair Value Unvested and outstanding at December 31, 2023 689,837 $ 47.43 Granted 1,108,882 $ 2.96 Forfeited (119,659) $ 38.20 Vested (424,616) $ 36.51 Unvested and outstanding at September 30, 2024 1,254,444 $ 12.61 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
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 common stockholders: Three Months Ended Nine months ended (in thousands, except share and per share data) (in thousands, except share and per share data) 2024 2023 2024 2023 Net loss $ (34,327) $ (24,258) $ (83,644) $ (58,461) Weighted average common shares outstanding, basic and diluted 8,568,970 8,019,561 8,436,727 7,893,665 Net loss per common share, basic and diluted $ (4.01) $ (3.02) $ (9.91) $ (7.41) |
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 Nine months ended 2024 2023 2024 2023 Restricted Stock 68,519 222,692 86,746 230,632 Warrants 6,241,475 6,241,475 6,241,475 4,554,915 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2024 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||
Accumulated deficit | $ 386,972 | $ 386,972 | $ 303,328 | ||
Cash and cash equivalents and restricted cash | 6,807 | 6,807 | $ 18,338 | $ 16,895 | $ 24,938 |
Long term debt outstanding | 431,700 | 431,700 | |||
Loss on disposal of property and equipment | 1,652 | $ 1,375 | |||
Construction-in-progress | |||||
Class of Stock [Line Items] | |||||
Loss on disposal of property and equipment | $ 1,600 | $ 1,600 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,728 | $ 1,843 |
Production | 6,127 | 3,010 |
Finished goods | 109 | 110 |
Inventory allowance | (2,417) | (753) |
Total inventory, net | $ 6,547 | $ 4,210 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||||
Less: Accumulated depreciation | $ (23,641) | $ (23,641) | $ (13,334) | ||
Property and equipment, net | 371,368 | 371,368 | 313,166 | ||
Depreciation | 5,000 | $ 1,700 | 10,307 | $ 5,152 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 19,253 | 19,253 | 19,253 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 113,798 | 113,798 | 44,169 | ||
Greenhouses, buildings and leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 251,191 | 251,191 | 66,754 | ||
Construction-in-progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 10,767 | $ 10,767 | $ 196,324 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Interest | $ 15,211 | $ 9,786 |
Construction | 3,265 | 2,995 |
Payroll | 1,245 | 2,596 |
Production materials and supplies | 1,230 | 690 |
Professional services | 379 | 411 |
Other | 1,774 | 726 |
Total accrued liabilities | $ 23,104 | $ 17,204 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 431,700 | |
Unamortized deferred financing costs | (33,242) | $ (39,542) |
Total debt | 398,408 | 277,985 |
Less short-term portion | (13,470) | 0 |
Total long-term debt | 384,938 | 277,985 |
Senior Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 378,810 | 269,395 |
Subordinated Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 52,840 | $ 48,132 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 9 Months Ended | |||
Sep. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) | Mar. 28, 2023 USD ($) quarter | Sep. 03, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of debt | $ 90,851,000 | $ 101,861,000 | ||
Loans Payable | Senior Facility | ||||
Debt Instrument [Line Items] | ||||
Debt, face amount | $ 150,000,000 | |||
Debt instrument, amortization period | 10 years | |||
Loans Payable | Senior Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt basis spread on variable rate | 7.50% | |||
Loans Payable | Senior Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt basis spread on variable rate | 8.50% | |||
Loans Payable | Subordinated Facility | ||||
Debt Instrument [Line Items] | ||||
Debt, face amount | $ 50,000,000 | |||
Interest rate percentage | 12.50% | |||
Loans Payable | Ninth Amendment To Credit Agreements | ||||
Debt Instrument [Line Items] | ||||
Debt, conditional working capital borrowing capacity, amount | $ 15,000,000 | |||
Proceeds from issuance of debt | $ 15,000,000 | |||
Loans Payable | Sixth Amendment To Original Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Debt service reserve account | $ 0 | |||
Debt covenant, debt service reserve account requirement, number of quarters of scheduled interest payments | quarter | 2 | |||
Debt covenant, debt service reserve account requirement, number of quarters of scheduled amortization payments | quarter | 2 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets And Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Level 1 | ||
Liabilities: | ||
March 2023 Cargill Warrant Liability | $ 0 | $ 0 |
Level 1 | Money market funds | ||
Assets: | ||
Assets, fair value | 6,784 | 16,322 |
Level 2 | ||
Liabilities: | ||
March 2023 Cargill Warrant Liability | 0 | 0 |
Level 2 | Money market funds | ||
Assets: | ||
Assets, fair value | 0 | 0 |
Level 3 | ||
Liabilities: | ||
March 2023 Cargill Warrant Liability | 8,377 | 7,214 |
Level 3 | Money market funds | ||
Assets: | ||
Assets, fair value | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Level 3 Fair Value Measurement for the Warrant Liability (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other income | Other income | |
Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 25,697 | $ 7,214 | |
Fair value measurement adjustments through other income (expense) | (16,917) | 1,163 | |
Ending balance | $ 8,780 | $ 8,377 | $ 8,780 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) | Sep. 30, 2024 $ / shares year | Sep. 30, 2023 $ / shares year |
Share price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 2.50 | 2.45 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0358 | 0.0460 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 1.21 | 1.28 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 6.50 | 13 |
Warrant life (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | year | 3.5 | 4.5 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - $ / shares | Jan. 23, 2024 | Mar. 28, 2023 |
March 2023 Cargill Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant price (in dollars per share) | $ 6.50 | $ 13 |
Number of common stock called by warrants (in shares) | 5,353,846 | |
Warrant Amendment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of common stock called by warrants (in shares) | 5,353,846 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Common Stock Awards and Restricted Stock Units Activity (Details) | 9 Months Ended |
Sep. 30, 2024 $ / shares shares | |
Restricted Common Stock Awards | |
Number of RSAs | |
Unvested beginning balance (in shares) | shares | 135,701 |
Vested (in shares) | shares | (80,029) |
Unvested ending balance (in shares) | shares | 55,672 |
Average Grant-Date Fair Value | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 23.60 |
Vested (in dollars per share) | $ / shares | 22.52 |
Unvested ending balance (in dollars per share) | $ / shares | $ 25.16 |
Restricted Stock Units (RSUs) | |
Number of RSAs | |
Unvested beginning balance (in shares) | shares | 689,837 |
Granted (in shares) | shares | 1,108,882 |
Forfeited (in shares) | shares | (119,659) |
Vested (in shares) | shares | (424,616) |
Unvested ending balance (in shares) | shares | 1,254,444 |
Average Grant-Date Fair Value | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 47.43 |
Granted (in dollars per share) | $ / shares | 2.96 |
Forfeited (in dollars per share) | $ / shares | 38.20 |
Vested (in dollars per share) | $ / shares | 36.51 |
Unvested ending balance (in dollars per share) | $ / shares | $ 12.61 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense, net of amounts capitalized | $ 2,101 | $ 13,658 | ||
Restricted Common Stock Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense, net of amounts capitalized | $ 100 | $ 300 | 500 | 900 |
Cost not yet recognized, amount | 100 | $ 100 | ||
Award vesting period | 4 months 24 days | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense, net of amounts capitalized | 1,300 | $ 2,900 | $ 1,600 | $ 12,800 |
Cost not yet recognized, amount | $ 4,500 | $ 4,500 | ||
Award vesting period | 1 year 9 months |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Net Loss Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Earnings Per Share [Abstract] | ||||||||
Net loss | $ (34,327) | $ (25,267) | $ (24,050) | $ (24,258) | $ (10,676) | $ (23,527) | $ (83,644) | $ (58,461) |
Weighted average common stock outstanding, basic (in shares) | 8,568,970 | 8,019,561 | 8,436,727 | 7,893,665 | ||||
Weighted average common stock outstanding, diluted (in shares) | 8,568,970 | 8,019,561 | 8,436,727 | 7,893,665 | ||||
Net loss per common share, basic (in dollars per share) | $ (4.01) | $ (3.02) | $ (9.91) | $ (7.41) | ||||
Net loss per common share, diluted (in dollars per share) | $ (4.01) | $ (3.02) | $ (9.91) | $ (7.41) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 68,519 | 222,692 | 86,746 | 230,632 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,241,475 | 6,241,475 | 6,241,475 | 4,554,915 |