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Description of Business
9 Months Ended
Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business Description of Business
AppHarvest, Inc. (the “Company”, or “AppHarvest”) was founded on January 19, 2018. Together with its subsidiaries, AppHarvest is a sustainable food company in Appalachia developing and operating some of the world’s largest high-tech indoor farms with robotics and artificial intelligence to build a reliable, climate-resilient food system. AppHarvest’s farms are designed to grow produce using sunshine, rainwater and up to 90% less water than open-field growing, all while producing yields up to 30 times that of traditional agriculture and preventing pollution from agricultural runoff. AppHarvest combines conventional agricultural techniques with cutting-edge technology, including artificial intelligence and robotics, to improve access to nutritious food, while farming more sustainably, building a domestic food supply, and increasing investment in Appalachia.

Prior to October 2020, AppHarvest’s operations were limited to the start-up concerns of organizing and staffing, business planning, raising capital, and acquiring and developing properties for Controlled Environment Agriculture (“CEA”). In October 2020, AppHarvest partially opened its first CEA facility in Morehead, Kentucky (the “Morehead CEA facility”). AppHarvest harvested its first crop of beefsteak tomatoes and tomatoes on the vine in January 2021 and March 2021, respectively. In May 2021, AppHarvest opened production of the full 60 acres at the Morehead CEA facility.

Subsequent to the construction of the Morehead CEA facility, AppHarvest started construction on four more CEA facilities. Two of the facilities became operational in October 2022, one located in Berea, Kentucky (the “Berea salad greens facility”) and the other located Somerset, Kentucky (the “Somerset facility”). The Berea salad greens facility will harvest salad greens and the Somerset facility will primarily grow strawberries, but is also expected to seasonally grow cucumbers. The CEA facility in Richmond, Kentucky (the “Richmond tomato facility”), which is still under construction, is intended to grow tomatoes. A second Morehead, Kentucky facility (the “Morehead salad greens facility”), which is adjacent to the Morehead CEA facility, commenced construction in June 2021 and is intended to grow salad greens. The Company has indefinitely paused the development of the 10-acre Morehead salad greens facility, with resumption of construction contingent upon financing.

AppHarvest is organized as a single operating segment. Substantially all of the assets and operations of AppHarvest are located in the United States (“U.S.”).

Nature of Operations

The high-tech greenhouse agriculture business is extremely capital-intensive and the Company expects to expend significant resources to complete the build-out of facilities under construction, continue harvesting existing crops and plant and harvest new crops in the existing and future CEA facilities. These expenditures are expected to include working capital, costs of acquiring and building out new facilities, costs associated with planting and harvesting, such as the purchase of seeds and growing supplies, and the cost of attracting, developing and retaining a skilled labor force, including local labor. In addition, other unanticipated costs may arise due to the unique nature of these CEA facilities and increased production in the Company’s new operating facilities at full capacity.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of and classification of liabilities that may result should the Company be unable to continue as a going concern. The Company has incurred losses from operations and generated negative cash flows from operating activities since inception. During the nine months ended September 30, 2022, the Company incurred net losses of $83,324 and generated negative cash flows from operations of $61,052. The Company’s current operating plan, which includes its planting and harvesting activities, indicates that it will continue to incur losses from operations and generate negative cash flows from operating activities. In addition, debt service requirements and the Company’s plans to continue to invest in the build-out and start-up of its new and future CEA facilities, including the Berea salad greens facility, Richmond tomato facility and Somerset facility, will have an adverse impact on its liquidity. As of September 30, 2022, the Company had $36,231 of cash on hand, and an accumulated deficit of $270,638. Management believes there is substantial doubt about the Company’s ability to continue as a going concern.
On October 24, 2022, AppHarvest Berea Farm, LLC (the “Borrower Subsidiary”), a wholly-owned indirect subsidiary of the Company, entered into a note and loan agreement (the “Note and Loan Agreement”) in the principal amount of $30,000 (the “Note”) with Mastronardi Produce-USA, Inc. (“Mastronardi USA”). Pursuant to the Note and Loan Agreement, Mastronardi USA agreed to advance $15,000 upon the execution of the agreement and further amounts of up to $15,000 provided that no event of default has occurred under the Note and Loan Agreement and certain other conditions have been met. The first tranche of $15,000 was funded on October 25, 2022. Subject to any acceleration by Mastronardi USA or extension by the Borrower Subsidiary, all outstanding principal (including payment in kind amounts), together with all accrued and unpaid interest, and any other sums payable under the loan documents shall be due and payable in full on December 19, 2022 (the “Initial Maturity Date”). The Initial Maturity Date may be extended for two (2) successive terms (the “Extension Option”) of thirty (30) days each to January 18, 2023 if the first Extension Option is exercised and February 17, 2023 if the second Extension Option is exercised, in each case subject to the satisfaction of certain conditions, including that the Borrower Subsidiary shall have agreed to the material terms for a sale leaseback transaction with Mastronardi USA, its affiliate or another third party. See Note 16 - Subsequent Events - Mastronardi Note and Loan Agreement for further details regarding the terms of the financing.

The Company will need to raise additional funds in order to operate its business, meet obligations as they become due and continue the ongoing construction, build-out and start-up of its CEA facilities. The Company is pursuing a potential sale-leaseback of the Berea salad greens facility. The Company is also pursuing additional financing alternatives, which include third-party equity or debt financing, or other sources, such as strategic relationships or other transactions with third parties, that may or may not include business combination transactions. However, financing may not be available to the Company in the necessary time frame, in amounts that the Company requires, on terms that are acceptable to the Company, or at all. If the Company is unable to raise the necessary funds when needed, it may materially and adversely impact the Company’s ability to execute on its operating plans, and the operating of its current CEA facilities or the construction, build-out and start-up of its CEA facilities could be delayed, scaled back, or abandoned. If the Company becomes unable to continue as a going concern, it may have to dispose of assets and might realize significantly less than the values at which they are carried on its consolidated financial statements. These actions may cause the Company’s stockholders to lose all or part of their investment in the Company’s common stock. The condensed consolidated financial statements do not include any adjustments that might result from this uncertainty.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and Securities and Exchange Commission (“SEC”) regulations. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. These unaudited condensed consolidated financial statement should be used in conjunction with the Company’s audited consolidated financial statements, as of and for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022.
The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform with the current period presentation.
All dollar and share amounts are in thousands, except per share amounts, unless otherwise noted.