United States securities and exchange commission logo
May 30, 2023
Kathleen Valiasek
Chief Financial Officer
Local Bounti Corporation
400 W. Main St.
Hamilton, MT 59840
Re: Local Bounti
Corporation
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed March 31,
2023
File No. 001-40125
Dear Kathleen Valiasek:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 54
1. We reference the
adjustment to Adjusted EBITDA for the year ended December 31, 2022
and the three months
ended March 31, 2022 in the press release attached to your Forms 8-
K dated March 23, 2023
and May 10, 2023 related to "Utilities price spike and inclement
weather related costs."
However, we do not see any discussion within your Form 10-K or
subsequent Form 10-Q
related to the impact of utilities price spikes or inclement weather.
In future filings,
please revise to include a detailed discussion of current trends that
impacted your financial
results over the periods presented. Reference Item 303(b)(2) of
Regulation S-K.
Kathleen Valiasek
Local Bounti Corporation
May 30, 2023
Page 2
Consolidated Financial Statements for the Year Ended December 31, 2022
2. Summary of Significant Accounting Policies, Revenue Recognition, page 70
2. We reference the disclosure that customer contracts generally do not
include more than
one performance obligation. Please tell us and revise future filings
to discuss, if material,
the contracts that result in more than one performance obligation. The
disclosure should
identify the multiple performance obligations and how you allocate and
recognize revenue
for each obligation.
3. Revise future filings to clarify whether any of the consideration
amount is variable, and, if
so, whether the estimate of variable consideration is typically
constrained. In addition,
disclose any obligations for returns, refunds, and other similar
obligations and any types
of warranties and related obligations. Reference ASC 606-10-50-12.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Kristin Lochhead at (202) 551-3664 or Brian Cascio,
Accounting
Branch Chief at (202) 551-3676 with any questions.
Sincerely,
FirstName LastNameKathleen Valiasek
Division of
Corporation Finance
Comapany NameLocal Bounti Corporation
Office of
Industrial Applications and
May 30, 2023 Page 2 Services
FirstName LastName