AGRIFY CORPORATION The information contained in this Quarterly Report on Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year endedDecember 31, 2021 filed with theSecurities and Exchange Commission onMarch 31, 2022 (the "Form 10-K") and presumes that readers have access to, and will have read, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains certain statements that may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, "Management's Discussion and Analysis of Financial Condition and Results of Operations." These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Annual Report on Form 10-K in the section entitled "Risk Factors" in the Annual Report on Form 10-K for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this Quarterly Report on Form 10-Q. The following should also be read in conjunction with the unaudited financial statements and notes thereto that appear elsewhere in this report.
Except as otherwise indicated herein or as the context otherwise requires,
references in this quarterly report to "we," "us," "our," "Company," and
"Agrify" refer to
Overview We are a developer of proprietary precision hardware and software grow solutions for the indoor commercial agriculture industry and provides equipment and solutions for cultivation, extraction, post-processing, and testing for the cannabis and hemp industries. We believe we are the only company with an automated and fully integrated grow solution in the industry. OurAgrify "Precision Elevated™" cultivation solution seamlessly combines our integrated hardware and software offerings with a broad range of associated services including consulting, engineering, and construction and is designed to deliver the most complete commercial indoor farming solution available from a single provider. The totality of our product offerings and service capabilities forms an unrivaled ecosystem in what has historically been a highly fragmented market. As a result, we believe we are well situated to create a dominant market position in the indoor agriculture sector.Agrify Corporation was incorporated in the state ofNevada onJune 6, 2016 , originally incorporated asAgrinamics, Inc. (or "Agrinamics"). OnSeptember 16, 2019 , Agrinamics amended its articles of incorporation to reflect a name change toAgrify Corporation .
Our corporate headquarters are located in
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Reverse Stock Split
On January 12, 2021 , we effected a 1-for-1.581804 reverse stock split on our
Common Stock. All share and per share information has been retroactively
adjusted to give effect to the reverse stock split for all periods presented,
unless otherwise indicated.
Recent Business Developments
Private Placement
On January 25, 2022 , we entered into a Securities Purchase Agreement (the
"Securities Agreement") with an institutional investor and other accredited
investors for the sale by us of (i) 2,450,350 shares (the "SA Shares") of the
our Common Stock, (ii) pre-funded warrants (the "Pre-Funded Warrants") to
purchase up to an aggregate of 1,570,644 shares of Common Stock and (iii)
warrants to purchase up to an aggregate of 3,015,745 shares of Common Stock (the
"Common Warrants" and, collectively with the Pre-Funded Warrants, the "SA
Warrants"), in a private placement offering. The combined purchase price for one
share of Common Stock (or one Pre-Funded Warrant) and accompanying fractionof a Common Warrant was$6.80 . Subject to certain ownership limitations, the SA Warrants are exercisable six months from issuance. Each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share of$0.001 (as adjusted from time to time in accordance with the terms thereof). Each Common Warrant is exercisable into one share of Common Stock at a price per share of$7.48 (as adjusted from time to time in accordance with the terms thereof) and will expire on the fifth anniversary of the initial exercise date. The institutional investor that received the Pre-Funded Warrants fully exercised such warrants inMarch 2022 .
The gross proceeds to us from the private placement were approximately
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Acquisition of Lab Society
On February 1, 2022 , we entered into an Agreement and Plan of Merger (the
"Merger Agreement") with LS Holdings Corp. ("Lab Society "), Lab Society NewCo,
LLC , a newly formed wholly-owned subsidiary of the Company ("Merger Sub"),
Michael S. Maibach Jr . as the Owner Representative thereunder, and each of the
shareholders of Lab Society (collectively, the "Owners"), pursuant to which we
agreed to acquire Lab Society . Concurrently with the execution of the Merger
Agreement, we consummated the merger of Lab Society with and into Merger Sub,
with Merger Sub surviving such merger as a wholly-owned subsidiary of the
Company (the "Lab Society Acquisition").
The aggregate consideration for the Lab Society Acquisition consisted of: (a)
$4.0 million in cash, subject to certain adjustments for working capital, cash
and indebtedness of Lab Society at closing; (b) 425,611 shares of Common Stock
(the "Buyer Shares"); and (c) the Earn-out Consideration (as defined below), to
the extent earned.
We withheld 127,682 of the Buyer Shares issuable to the Owners (the "Holdback
Lab Buyer Shares") for the purpose of securing any post-closing adjustment owed
to us and any claim for indemnification or payment of damages to which we may be
entitled under the Merger Agreement. The Holdback Lab Buyer Shares shall be
released following the twelve-month anniversary of the Closing Date in
accordance with and subject to the conditions of the Merger Agreement.
The Merger Agreement includes customary post-closing adjustments,
representations and warranties and covenants of the parties. The Owners may
become entitled to additional consideration with a value of up to $3.5 million
based on the eligible net revenues achieved by the Lab Society business during
the fiscal years ending December 31, 2022 , and December 31, 2023 , of which 50%
will be payable in cash and the remaining 50% will be payable by issuing shares
of Common Stock.
The purchase price allocation for the business combination has been prepared on
a preliminary basis and changes to those allocations may occur as additional
information becomes available during the respective measurement period (up to
one year from the acquisition date). The estimated fair value at acquisition is
$7.9 million and may be adjusted upon further review of the values assigned to
identifiable intangible assets and goodwill.
Our initial fair value estimates related to the various identified intangible
assets were determined under various valuation approaches including the Income
Approach, Relief-from-Royalty Method, and Discounted Cash Flow Method. These
valuation methods require management to project revenues, operating expenses,
working capital investment, capital spending and cash flows for the reporting
unit over a multiyear period, as well as determine the weighted-average cost of
capital to be used as a discount rate.
We amortize our intangible assets assuming no residual value over periods in which the economic benefit of these assets is consumed.
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Securities Purchase Agreement
OnMarch 14, 2022 , we entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with an accredited investor (the "Investor"), pursuant to which, among other things, we agreed to issue and sell to the Investor, in a private placement transaction (the "Private Placement"), in exchange for the payment by the Investor of$65 million , less applicable expenses as set forth in the Securities Purchase Agreement, (i) a senior secured promissory note in an aggregate principal amount of$65 million (the "SPA Note"), and (ii) a warrant (the "SPA Warrant") to purchase up to an aggregate of 6,881,108 shares of Common Stock. The SPA Note will be a senior secured obligation of us and ranks senior to all indebtedness of us. We will be required to make amortization payments equal to 4.0% of the original principal amount of the SPA Note on the first day of each calendar month starting onFebruary 1, 2023 and extending through the maturity date ofMarch 1, 2026 (the "Maturity Date"), at which time all remaining outstanding principal and accrued but unpaid interest will be due. The SPA Note has a stated interest rate of 6.75% per year, and we will be required to pay interest onMarch 1 ,June 1 ,September 1 , andDecember 1 of each calendar year through and including the Maturity Date. Following the one-year anniversary of the SPA Note's issuance, we may, in lieu of paying interest in cash, pay such interest in kind, in which case interest on the SPA Note will be calculated at the rate of 8.75% per year and will be added to the principal amount of the
SPA Note.
At any time following the one-year anniversary of the SPA Note's issuance, we may prepay all (but not less than all) of the SPA Note by redemption at a price equal to 106.75% of the then-outstanding principal amount under the SPA Note plus accrued but unpaid interest. The Investor will also have the option of requiring us to redeem the SPA Note if we undergo a fundamental change at a price equal to 107% of the then-outstanding principal amount under the SPA Note plus any accrued interest thereon. The Securities Purchase Agreement provides for up to two additional closings subject to certain conditions set forth in the Securities Purchase Agreement and on substantially the same terms as the initial closing. Each subsequent closing would result in the issuance of a senior secured note with an original principal amount of$35.0 million and warrants to purchase shares of Common Stock equal to 65% of such principal amount divided by the closing price of Common Stock on the trading day immediately prior to such subsequent closing. The SPA Note will impose certain customary affirmative and negative covenants upon us, as well as covenants that (i) restrict us and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, (ii) restrict the ability of us and its subsidiaries from making certain investments, subject to specified exceptions, (iii) restrict the declaration of any dividends or other distributions, subject to specified exceptions, (iv) require us to maintain specified earnings and adjusted EBITDA targets, and (v) require us to maintain minimum amounts of cash on hand. If an event of default under the SPA Note occurs, the Investor can elect to redeem the SPA Note for cash equal to 115% of the then-outstanding principal amount of the SPA Note (or such lesser principal amount accelerated by the Investor), plus accrued and unpaid interest, including default interest, which accrues at a rate per year equal to 15% from the date of a default or event of default.
Until the date the SPA Note is fully repaid, the Investor will, subject to certain exceptions, have the right to participate for up to 30% of any debt, Preferred Stock or equity-linked financing of us or its subsidiaries.
Each SPA Warrant to be issued in the initial closing will have an exercise price of$6.75 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, will be immediately exercisable, has a term of five and one-half years from the date of issuance and will be exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the Warrant (the "SPA Warrant Shares"), in which case the SPA Warrant shall also be exercisable on a cashless exercise basis at the Investor's election. The Securities Purchase Agreement requires us to file resale registration statements with respect to the SPA Warrant Shares as soon as practicable and in any event within 45 days following the initial closing and any subsequent closings. The SPA Warrant will provide that in no event will the number of shares of Common Stock issued upon exercise of the SPA Warrant result in the Investor's beneficial ownership exceeding 4.99% of our shares outstanding at the time of exercise (which percentage may be decreased or increased by the Investor, but to no greater than 9.99%, and provided that any increase above 4.99% will not be effective until the sixty-first day after notice of such request by the Investor to increase its beneficial ownership limit has been delivered to us). The Securities Purchase Agreement also contains customary representations and warranties of us and the Investor. There is no material relationship between us or its affiliates and the Investor other than in respect of the Securities Purchase Agreement, the SPA Note and the SPA Warrant. 50
Impact of coronavirus pandemic ("COVID-19")
The extensive impact of the pandemic caused by COVID-19 has resulted and will
likely continue to result in significant disruptions to the global economy, as
well as businesses and capital markets around the world. In an effort to halt
the outbreak of COVID-19, a number of countries, states, counties, and other
jurisdictions have imposed, and may impose in the future, various measures,
including but not limited to, voluntary and mandatory quarantines, stay-at-home
orders, travel restrictions, limitations on gatherings of people, reduced
operations, and extended closures of businesses.
To date, although all of our operations are functioning, COVID-19 has continued
to cause some disruptions to our business, such as some temporary delays in the
delivery of our inventory. Although the ability of our suppliers to timely ship
their goods has affected some of our deliveries, currently the difficulties
experienced by our suppliers have not yet materially impacted our ability to
deliver products to our customers. However, if this continues, it may negatively
affect any inventory we may have and more significantly delay the delivery of
merchandise to our customers, which in turn will adversely affect our revenues
and results of operations.
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The extent to which COVID-19 and the related global economic crisis, affect our business, results of operations and financial condition, will depend on future developments that are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and any recovery period, future actions taken by governmental authorities, central banks and other third parties (including new financial regulation and other regulatory reform) in response to the pandemic, and the effects on our produce, clients, vendors and employees. We continue to service our customers amid uncertainty and disruption linked to COVID-19 and we are actively managing our business to respond to its impact. Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted inthe United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts and notes receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets and useful life of fixed assets and intangible assets. Financial Overview
Critical Accounting Policies and Significant Judgments and Estimates
Our management's discussion and analysis of our financial position and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted inthe United States of America , or GAAP. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, we evaluate estimate, which include estimates related to accruals, stock-based compensation expense, and reported amounts of revenues and expenses during the reported period. We base our estimates on historical experience and other market-specific or other relevant assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from those estimates or assumptions. Revenue Recognition Overview
We generate revenue from the following sources: (1) equipment sales, (2) providing services and (3) construction contracts.
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In accordance with ASC 606 "Revenue Recognition", we recognize revenue from contracts with customers using a five-step model, which is described below:
? identify the customer contract; ? identify performance obligations that are distinct; ? determine the transaction price;
? allocate the transaction price to the distinct performance obligations; and
? recognize revenue as the performance obligations are satisfied.
Identify the customer contract
A customer contract is generally identified when there is approval and commitment from both use and its customer, the rights have been identified, payment terms are identified, the contract has commercial substance and collectability, and consideration is probable. Specifically, we obtain written/electronic signatures on contracts and a purchase order, if said purchase orders are issued in the normal course of business by the customer.
Identify performance obligations that are distinct
A performance obligation is a promise by us to provide a distinct good or service or a series of distinct goods or services. A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and our promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.
Determine the transaction price
The transaction price is the amount of consideration to which we expect to be entitled in exchange for transferring goods or services to a customer, excluding sales taxes that are collected on behalf of government agencies.
Allocate the transaction price to distinct performance obligations
The transaction price is allocated to each performance obligation based on the
relative standalone selling prices ("SSP") of the goods or services being
provided to the customer. Our contracts typically contain multiple performance
obligations, for which we account for individual performance obligations
separately, if they are distinct. The standalone selling price reflects the
price we would charge for a specific piece of equipment or service if it was
sold separately in similar circumstances and to similar customers.
Recognize revenue as the performance obligations are satisfied
Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer.
Significant Judgments
We enter into contracts that may include various combinations of equipment,
services and construction, which are generally capable of being distinct and
accounted for as separate performance obligations. Contracts with customers
often include promises to transfer multiple products and services to a customer.
Determining whether products and services are considered distinct performance
obligations that should be accounted for separately versus together may require
significant judgment. Once we determine the performance obligations, it
determines the transaction price, which includes estimating the amount of
variable consideration to be included in the transaction price, if any. We then
allocate the transaction price to each performance obligation in the contract
based on the SSP. The corresponding revenue is recognized as the related
performance obligations are satisfied.
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Judgment is required to determine the SSP for each distinct performance
obligation. We determine SSP based on the price at which the performance
obligation is sold separately and the methods of estimating SSP under the
guidance of Accounting Standards Codification ("ASC") 606-10-32-33. If the SSP
is not observable through past transactions, we estimate the SSP, taking into
account available information such as market conditions, expected margins, and
internally approved pricing guidelines related to the performance obligations.
We license our software as a SaaS type subscription license, whereby the
customer only has a right to access the software over a specified time period.
The full value of the contract is recognized ratably over the contractual term
of the SaaS subscription, adjusted monthly if tiered pricing is relevant. We
typically satisfy our performance obligations for equipment sales when equipment
is made available for shipment to the customer; for services sales as services
are rendered to the customer and for construction contracts both as services are
rendered and when contract is completed.
We utilize the cost-plus margin method to determine the SSP for equipment and
build-out services. This method is based on the cost of the services from third
parties, plus a reasonable markup that we believe is reflective of a
market-based reseller margin.
We determine the SSP for services in time and materials contracts by observable prices in standalone services arrangements.
We estimate variable consideration in the form of royalties, revenue share, monthly fees, and service credits are estimated at contract inception and updated at the end of each reporting period if additional information becomes available. Variable consideration is typically not subject to constraint. Changes to variable consideration were not material for the periods presented.
If a contract has payment terms that differ from the timing of revenue recognition, we will assess whether the transaction price for those contracts include a significant financing component. We have elected the practical expedient that permits an entity to not adjust for the effects of a significant financing component if we expect that at the contract inception, the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service, will be one year or less. For those contracts in which the period exceeds the one-year threshold, this assessment, as well as the quantitative estimate of the financing component and its relative significance, requires judgment. Accordingly, we impute interest on such contracts at an agreed upon interest rate and will present the financing components separately as financial income. For the three months endedMarch 31, 2022 and 2021, we did not have any such financial income. Payment terms with customers typically require payment 30 days from invoice date. Our agreements with customers do not provide for any refunds for services or products and therefore no specific reserve for such is maintained. In the infrequent instances where customers raise a concern over delivered products or services, we have endeavored to remedy the concern and all costs related to such matters have been insignificant in all periods presented. We have elected to treat shipping and handling activities after the customer obtains control of the goods as a fulfillment cost and not as a promised good or service. Accordingly, we will accrue all fulfillment costs related to the shipping and handling of consumer goods at the time of shipment. We have payment terms with its customers of one year or less and has elected the practical expedient applicable to such contracts not to consider the time value of money. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. We receive payment from customers based on specified terms that are generally less than 30 days from the satisfaction of performance obligations. There are no contract assets related to performance under the contract. The difference in the opening and closing balances of our deferred revenue primarily results from the timing difference between our performance and the customer's payment. We fulfill obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer. Accounts receivables are recorded when the customer has been billed or the right to consideration is unconditional. We recognize deferred revenue when consideration has been received or an amount of consideration is due from the customer, and we have a future obligation to transfer certain proprietary products. 54
In accordance with ASC 606-10-50-13, we are required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of our contracts, these reporting requirements are not applicable. The majority of our remaining contracts meet certain exemptions as defined in ASC 606-10-50-14 through 606-10-50-14A, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient. We generally provide a one-year warranty on our products for materials and workmanship but may provide multiple year warranties as negotiated, and will pass on the warranties from its vendors, if any, which generally covers this one-year period. In accordance with ASC 450-20-25, we accrue for product warranties when the loss is probable and can be reasonably estimated. The reserve for warranty returns is included in accrued expenses and other current liabilities in our consolidated balance sheets.
Accounting for Business Combinations
We allocated the purchase price of acquired companies to the tangible and intangible assets acquired, including in-process research and development assets, and liabilities assumed, based upon their estimated fair values at the acquisition date. These fair values are typically estimated with assistance from independent valuation specialists. The purchase price allocation process requires us to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets, contractual support obligations assumed, contingent consideration arrangements, and pre-acquisition contingencies.
Although we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and
are inherently uncertain.
Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:
? future expected cash flows from software license sales, support
agreements, consulting contracts, other customer contracts, and acquired
developed technologies;
? expected costs to develop in-process research and development into
commercially viable products and estimated cash flows from the projects
when completed;
? the acquired company's brand and competitive position, as well as
assumptions about the period of time the acquired brand will continue to
be used in the combined company's product portfolio;
? cost of capital and discount rates; and
? estimating the useful lives of acquired assets as well as the pattern or
manner in which the assets will amortize.
The fair value estimates related to the various identified intangible assets
were determined under various valuation approaches including the Income
Approach, Relief-from-Royalty Method, and Discounted Cash Flow Method. These
valuation methods require management to project revenues, operating expenses,
working capital investment, capital spending and cash flows for the reporting
unit over a multiyear period, as well as determine the weighted-average cost of
capital to be used as a discount rate.
Amortization of acquired intangible assets is the result of the acquisition of TriGrow, which occurred in 2020, the acquisition of Sinclair which occurred in 2021, the acquisition of PurePressure, which also occurred in 2021, and the acquisition ofLab Society , which occurred in 2022. As a result of these transactions, customer relationships, acquired developed technology, non-compete agreements and trade names were identified as intangible assets, and are amortized over their estimated useful lives. 55 We recognize the excess of the purchase price over the fair value of identifiable net assets acquired as goodwill.Goodwill is not amortized but is tested for impairment annually onDecember 2 or more frequently if events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. The Company has determined it is a single reporting unit for the purpose of conducting the goodwill impairment assessment. A goodwill impairment charge is recorded if the amount by which the Company's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Factors that could lead to a future impairment include material uncertainties such as a significant reduction in projected revenues, a deterioration of projected financial performance, future acquisitions and/or mergers, and a decline in the Company's market value as a result of a significant decline in the Company's stock price. There have been no impairment charges recorded for three months endedMarch 31, 2022 and 2021, respectively.
Capitalization of Internal Software Development Costs
We capitalize certain software engineering efforts related to the continued development of Agrify Insights software under ASC 985-20. Costs incurred during the application development phase are only capitalized once technical feasibility has been established and the work performed will result in new or additional functionality. The types of costs capitalized during the application development phase include employee compensation, as well as consulting fees for third-party software developers working on these projects. Costs related to the research and development are expensed as incurred until technical feasibility is established as well as post-implementation activities. Internal-use software is amortized on a straight-line basis over the estimated useful life of the asset, which ranges from two to five years. Income Taxes We account for income taxes pursuant to the provisions of ASC Topic 740, "Income Taxes," which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. We follow the provisions of ASC 740-10-25-5, "Basic Recognition Threshold." When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10-25-6, the benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. We believe our tax positions are all highly certain of being upheld upon examination. As such, we have not recorded a liability for unrecognized tax benefits. We recognize the benefit of a tax position when it is effectively settled. ASC 740-10-25-10, "Basic Recognition Threshold" provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. ASC 740-10-25-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority. For tax positions considered effectively settled, we recognize the full amount of the tax benefit.
Accounting for Stock-Based Compensation
We follow the provisions of ASC Topic 718, "Compensation - Stock Compensation."
ASC Topic 718 establishes standards surrounding the accounting for transactions
in which an entity exchanges its equity instruments for goods or services. ASC
Topic 718 focuses primarily on accounting for transactions in which an entity
obtains employee services in share-based payment transactions, such as options
issued under our Stock Option Plans.
The fair value of each option is estimated on the date of grant using the
Black-Scholes option-pricing model. This model incorporates certain assumptions
for inputs including a risk-free market interest rate, expected dividend yield
of the underlying Common Stock, expected option life, and expected volatility in
the market value of the underlying Common Stock.
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The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our stock options and warrants have characteristics different from those of our traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of such stock options. The risk-free interest rate is based upon quoted market yields for United States Treasury debt securities with a term similar to the expected term. The expected dividend yield is based upon our history of having never issued a dividend and management's current expectation of future action surrounding dividends. We calculate the expected volatility of the stock price based on the corresponding volatility of our peer group stock price for a period consistent with the underlying instrument's expected term. The expected lives for such grants were based on the simplified method for employees and directors. In arriving at stock-based compensation expense, we estimate the number of stock-based awards that will be forfeited due to employee turnover. Our forfeiture assumption is based primarily on its turn-over historical experience. If the actual forfeiture rate is higher than the estimated forfeiture rate, then an adjustment will be made to increase the estimated forfeiture rate, which will result in a decrease to the expense recognized in our financial statements. If the actual forfeiture rate is lower than the estimated forfeiture rate, then an adjustment will be made to lower the estimated forfeiture rate, which will result in an increase to expense recognized in our financial statements. The expense we recognize in future periods will be affected by changes in the estimated forfeiture rate and may differ significantly from amounts recognized in the current period.
It is important that the discussion of our operating results that follows be read in conjunction with the critical accounting policies disclosed above.
Results of Operations
Comparison of the Three Months Ended
The following table summarizes our results of operations for the three months
ended
Three Months ended
March 31 ,(In thousands, except share and per share data) 2022
2021
Revenue $ 26,021 $ 7,008
Cost of goods sold 21,851 7,548
Gross profit (loss) 4,170 (540 )
General and administrative 9,759 4,458
Research and development 2,084 882
Selling and marketing 2,090 616
Total operating expenses 13,933 5,956
Loss from operations (9,763 ) (6,496 )Interest income (expense), net 682 (32 ) Gain on extinguishment of notes payable - 2,685 Other income (expense), net 682 2,653 Net loss before income taxes (9,081
) (3,843 ) Income tax benefit (200 ) - Net loss (8,881 ) (3,843 )
Income (loss) attributable to non-controlling interest 1 (33 ) Net loss attributable to Agrify Corporation $ (8,882
)
$ (0.36 ) $ (0.33 ) Weighted-average common shares outstanding - basic and diluted 24,589,113 11,568,105 57 Revenues
Our goal is to provide our customers with a variety of products to address their entire indoor agriculture needs. Our core product offering includes ourAgrify Vertical Farming Units (or "VFUs") and Agrify Integrated Grow Racks with our Agrify Insights software, which are supplemented with environmental control products, grow lights, facility build-out services and extraction equipment. We continue to monitor and address COVID-19 pandemic impacts on our supply chain. Although the availability of various products is dependent on our suppliers, their locations, and the extent to which they are impacted by the COVID-19 pandemic, we are proactively working with manufacturers to meet the needs of our customers during the pandemic. Product shortages have generally led to increases in prices globally, with significant impacts to sales and interim profits. We generate revenue from sales of cultivation solutions, including ancillary products and services, Agrify Insights software, facility build-outs and extraction equipment and solutions. We believe that our product mix form an integrated ecosystem which allows us to be engaged with our potential customers from early stages of the grow cycle - first during the facility build-out, to the choice of cultivation solutions, running the grow business with ourAgrify Insights software and finally, our extraction, post-processing and testing services to transform harvest into a sellable product. We believe that delivery of each solution in the various stages in the process will generate sales of additional solutions and services.
The following table provides a breakdown of our revenue for the three months
ended
Three Months ended
March 31,
(In thousands) 2022 2021 Change % Change
Cultivation solutions, including
ancillary products and services $ 382 $ 230 $ 152 66 % Agrify Insights software 1 8 (7 ) (88 )% Facility build-outs 13,211 6,770 6,441 95 % Extraction solutions 12,427 - 12,427 100 % Total revenue$ 26,021 $ 7,008 $ 19,013 271 % Revenues increased by$19.0 million , or 271% for the three months endedMarch 31, 2022 compared to the same period in 2021. The comparative increase in revenue was generated primarily from extraction solutions sales of equipment and services from our acquisition ofLab Society in 2022 and acquisitions of Precision, Cascade and PurePressure in 2021. Extraction division revenues totaled$12.4 million in the first quarter of 2022. Additionally, design and build revenues increased by$6.4 million due to the continued build-out of facilities under our TTK Solutions. Cost of Goods Sold Cost of goods sold represents a combination of the following: construction-related costs associated with our facility build-outs, internal and outsourced labor and material costs associated with the assembly of both cultivation equipment (primarily VFUs) and extraction equipment, as well as labor and parts costs associated with the sale or provision of other products and services. 58
The following table provides a breakdown of our cost of goods sold for the three
months ended
Three Months ended
March 31,
(In thousands) 2022 2021 Change % Change
Cultivation solutions, including
ancillary products and services $ 405 $ 769 $ (364 ) (47 )% Agrify Insights software - - - - % Facility build-outs 13,076 6,779 6,297 93 % Extraction solutions 8,370 - 8,370 100 % Total cost of goods sold$ 21,851 $ 7,548 $ 14,303 189 % Cost of goods sold increased by$14.3 million , or 189%, for the three months endedMarch 31, 2022 compared to the same period in 2021. The comparative quarterly increase in cost of goods sold is associated with the increased amount of internal and outsourced labor and materials costs for the extraction solutions sales, combined with an increase in subcontractor construction costs related to our facility build-outs, including construction costs associated with design and build projects under our TTK Solutions. Gross Profit (Loss) Three Months ended March 31, (In thousands) 2022 2021 Change % Change Gross profit (loss)$ 4,170 $ (540 ) $ 4,710 872 % Gross profit totaled$4.2 million , or 16.0% of total revenue during the three months endedMarch 31, 2022 compared to a gross loss of$(540) thousand , or (7.7)% of total revenue during the three months endedMarch 31, 2021 . The comparative$4.7 million first-quarter year over year improvement in gross profit, as well as the comparative improvement in gross profit margin, is primarily attributable to the introduction of extraction solutions revenue in the first quarter of 2022, which contributes higher gross margins than those realized on our cultivation-related revenue, which includes our TTK Solutions design and build revenue. During the first quarter of 2022, we realized a gross profit margin of 33% associated with our extraction solutions revenue, while we realized a gross profit margin of approximately 1% on our cultivation-related revenues. On a forward-looking basis, with the full year benefit of anticipated margin contribution associated with the extraction-related revenue contributions, the Company anticipates that gross margin performance, aided by our extraction-related equipment sales, will be in a mid-teens range. We anticipate that we will be able to improve upon that expected gross profit margin performance once we are able to generate meaningful software and production fee revenues from our TTK Solutions, which we currently expect to begin in the late third or early fourth quarter of 2022. General and Administrative Three Months ended March 31, (In thousands) 2022 2021 Change % Change General and administrative$ 9,759 $ 4,458 $ 5,301 119 %
General and administrative ("G&A") expenses consist principally of salaries and
related costs for personnel, including stock-based compensation and travel
expenses, associated with executive and other administrative functions. Other
G&A expenses include, but are not limited to, professional fees for legal,
consulting, depreciation and amortization and accounting services, as wellas facility-related costs.
G&A expense increased by$5.3 million , or 119%, for the three months endedMarch 31, 2022 , compared to the same period in 2021. The increase is attributable to payroll and related expenses increase of$2.5 million , an increase in acquisition-related expenses of$1.3 million , an increase in facility and other related expenses of$964 thousand , an increase in investor relations and directors' and officers' insurance of$592 thousand , an increase in depreciation and amortization of$865 thousand , which primarily reflects an increase in amortization associated with the identified intangible assets from our acquisition ofLab Society in 2022 and acquisitions of Precision, Cascade and PurePressure in 2021. These increases were partially offset by a reduction in stock compensation expense of$906 thousand . 59 Research and Development Three Months ended March 31, (In thousands) 2022 2021 Change % Change Research and development$ 2,084 $ 882 $ 1,202 136 % Research and development ("R&D") expenses consisted primarily of costs incurred for the development of our Agrify Insights software and next generation VFUs, which includes:
? employee-related expenses, including salaries, benefits, and travel;
? expenses incurred by the subcontractor under agreements to provide
engineering work related to the development of our next generation VFUs;
? expenses related to our facilities, depreciation, and other expenses,
which include direct and allocated expenses for rent and maintenance of
facilities, insurance and other supplies.
R&D expense increased by$1.2 million , or 136%, for the three months endedMarch 31, 2022 , compared to the same period in 2021. The increase is attributable to the personnel and facility costs associated with the continued development of our VFUs, specifically related to improving the individual unit cooling and humidity environments. We expect to continue to invest in future developments of our VFUs,Agrify Insights software and our extraction products. As a percentage of net revenue, R&D expenses were 8.0% of total revenue for the three months endedMarch 31, 2022 , compared to 12.6% for the three months endedMarch 31, 2021 . Although we continue to increase our investment in R&D activities, we expect R&D expense to decrease as a percentage of revenue due to our revenue growth. Selling and Marketing Three Months ended March 31, (In thousands) 2022 2021 Change % Change Selling and marketing$ 2,090 $ 616 $ 1,474 239 %
Selling and marketing expenses consist primarily of salaries and related costs of personnel, travel expenses, trade shows and advertising expenses.
Selling and marketing expenses increased by$1.5 million , or 239%, for the three months endedMarch 31, 2022 , compared to the same period in 2021. The increase is attributable to payroll and related expenses increase of$1.2 million and an increase in advertising and trade show expenses of$152 thousand and an increase in travel and other expenses of$155 thousand . 60
Other Income (Expense), Net
Three Months ended
March 31,
(In thousands) 2022 2021 Change % ChangeInterest income (expense), net$ 682 $ (32 ) $ 714 2,231 % Gain on extinguishment of notes payable - 2,685
(2,685 ) (100 )%
Total other income (expense), net
Interest income (expense), net increased by$714 thousand , or 2,231%, for the three months endedMarch 31, 2022 compared to the same period in 2021. The increase in interest income is attributable mainly to interest from marketable securities and interest income from TTK Solutions.
Gain on extinguishment of notes payable decreased by
Provision for (benefit from) Income Taxes
Three Months ended
March 31,
(In thousands) 2022 2021 Change % ChangeProvision for (benefit from) income taxes$ (200 ) $ - $
(200 ) 100 % Effective tax rate 2.0 % 0.0 % The change in the provision for (benefit from) income taxes for the three months endedMarch 31, 2022 compared to the three months endedMarch 31, 2021 was primarily due to a discrete income tax benefit of$(200) thousand recorded during the first quarter of 2022, which is attributable to a non-recurring partial release of ourU.S. valuation allowance as a result of theLab Society acquisition. 61
Income (Loss) Attributable to Non-Controlling Interest
We consolidate the results of operations of two less than wholly-owned entities into our consolidated results of operations. OnDecember 8, 2019 , we formedAgrify Valiant LLC , a joint-venture limited liability company in which we are 60% majority owner andValiant-America, LLC owns 40%.Agrify Valiant LLC started its operations during the second quarter of 2020. OnJanuary 22, 2020 , as part of the acquisition of TriGrow, we received TriGrow's 75% interest inAgrify Brands, LLC (formerlyTriGrow Brands, LLC ), a licensor of an established portfolio of consumer brands that utilize our grow technology. The license of these brands is ancillary to the sale of our VFUs and provides a means to differentiate customers' products in the marketplace. It is not a material aspect of our business and we have not realized any royalty income. Accordingly, we are currently evaluating whether to continue this legacy business from an operational standpoint, as well as from a legal and regulatory perspective.
Loss attributable to non-controlling interest represents the portion of profit (or loss) that are attributable to non-controlling interest calculated as a product of the net income of the entity multiplied by the percentage of ownership held by the non-controlling interest.
Liquidity and Capital Resources
As ofMarch 31, 2022 , our principal sources of liquidity were cash and cash equivalents and marketable securities totaling$63.4 million and$30 million in restricted cash. We believe such amount, together with the proceeds from the private placement that closed onJanuary 28, 2022 and the senior secured debt facility that closed onMarch 24, 2022 , will be sufficient to support our planned operations for at least the next 12 months. Our current working capital needs are to support revenue growth, to fund construction and equipment financing commitments associated with our TTK Solutions, manage inventory to meet demand forecasts and support operational growth. Our long-term financial needs primarily include working capital requirements and capital expenditures. We anticipate that we will allocate a significant portion of our current balance of working capital to satisfy the financing requirements of our current and future TTK arrangements. These arrangements require a significant amount of upfront capital necessary to fund construction, associated with facility build-outs, and equipment. There are many factors that may negatively impact our available sources of funds in the future, including the ability to generate cash from operations, raise debt capital and raise cash from the issuance of our securities. The amount of cash generated from operations is dependent upon factors such as the successful execution of our business strategy and general economic conditions. We may opportunistically raise debt capital, subject to market and other conditions. Additionally, as part of our growth strategies, we may also raise debt capital for strategic alternatives and general corporate purposes. If additional financing is required from outside sources, we may not be able to raise such capital on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition may be adversely affected. Indebtedness
We entered into one Loan Agreement and Promissory Note with Bank of America
pursuant to the Paycheck Protection Program (the "PPP") under the Coronavirus
Aid, Relief, and Economic Security Act ("CARES Act") administered by the U.S.
Small Business Administration . We received total proceeds of approximately $779
thousand from the unsecured PPP Loan which is scheduled to mature in May 2022 .
Subject to certain conditions, the PPP Loan may be forgiven in whole or in part
by applying for forgiveness pursuant to the CARES Act and the PPP. If the
remaining principal amount is not forgiven in full, we would be obligated to
repay any principal amount not forgiven and interest accrued thereon.
On March 14, 2022 , we entered into a Securities Purchase Agreement with an
institutional investor. The Purchase Agreement provides for of the issuance of a
senior secured note (the "SPA Note") in the aggregate amount of $65 million and
a warrant exercisable 6,881,108 shares of Common Stock, with the potential for
two potential subsequent closings for notes with an original principal amount of
$35 million each. The initial closing pursuant to this debt facility occurred on
March 24, 2022 . The SPA Note is a senior secured obligation and ranks senior to
all other indebtedness. We will be required to make amortization payments equal
to 4.0% of the original principal amount of the SPA Note on the first day of
each calendar month starting on February 1, 2023 and extending through the
maturity date of March 1, 2026 (the "Maturity Date"), at which time all
remaining outstanding principal and accrued but unpaid interest will be due. The
SPA Note has an interest rate of 6.75% per year, and we will be required to pay
interest on March 1 , June 1 , September 1 , and December 1 of each calendar year
through the Maturity Date. Following the one-year anniversary of the SPA Note's
issuance, we may, in lieu of paying interest in cash, pay such interest in kind,
in which case interest on the SPA Note will be calculated at the rate of 8.75%
per year and will be added to the principal amount of the SPA Note.
At any time following the one-year anniversary of the SPA Note's issuance, we
may prepay all (but not less than all) of the SPA Note by redemption at a price
equal to 106.75% of the then-outstanding principal amount under the SPA Note
plus any accrued but unpaid interest. The noteholder also has the option of
requiring us to redeem the SPA Note if we undergo a fundamental change at a
price equal to 107% of the then-outstanding principal amount under the SPA
Note
plus any accrued interest.
62
Cash Flows
The following table presents the major components of net cash flows from and
used in operating, investing, and financing activities for the three months
ended
March 31, March 31,
(In thousands) 2022 2021
Net cash (used in) provided by:
Operating activities $ (34,171 ) $ (7,279 )
Investing activities (13,365 ) (142 )
Financing activities 90,727 137,197
Net increase in cash, cash equivalents, and restricted cash
$ 129,776
Cash Flow from Operating Activities
For the three months endedMarch 31, 2022 , we incurred a net loss of$(8.9) million , which included non-cash expenses of$1.1 million related to depreciation and amortization,$953 thousand in connection with the issuance and acceleration of stock options, debt issuance costs of$2.7 million , non-cash interest income of$406 thousand related to TTK Solutions, and gain attributed to non-controlling interest in the amount of$1 thousand . Net cash was reduced by a$838 thousand increase in accounts receivable, a$2.4 million decrease in deferred revenue, a$16.4 million increase in inventory due to demand forecast, and a$3.0 million increase in prepaid expenses, a$2.1 million increase in accrued expenses and other current liabilities and$2.7 million decrease in accounts payable. For the three months endedMarch 31, 2021 , we incurred a net loss of$(3.8) million , which includes non-cash expenses of$147 thousand related to depreciation and amortization,$2.1 million in connection with the issuance and acceleration of stock options, non-cash interest expenses of$33 thousand related to leases and the issuance of notes payable, partially offset by a gain of$2.7 million related to extinguishment of notes payable, loss attributed to non-controlling interest in the amount of$(33) thousand . Net cash was reduced by a$5.2 million increase in accounts receivable, a$3.3 million increase in prepaid inventory due to demand forecast, a$2.2 million increase in prepaid expenses, and a$96 thousand increase in deferred revenue, partially offset by a$7.4 million increase in accrued expenses ($6 million related to construction cots), and a$181 thousand increase in accounts payable.
Cash Flow from Investing Activities
Net cash used in investing activities primarily relates to net purchases of marketable securities, cash paid associated with the Company's 2022 acquisition ofLab Society , the issuance of loans receivable in connection with the Company's financing of construction and equipment under its TTK Solutions offering, and for purchases of property and equipment, expenditures, and purchase of marketable securities. The capital expenditures support growth and investment in property and equipment, to expand research, development, and testing capabilities and, to a lesser extent, the replacement of existing equipment. For the three months endedMarch 31, 2022 , net cash used in investing activities was$(13.4) million , which included cash outflows of$6.4 million in net purchases of marketable securities,$3.5 million paid in connection with our 2022 acquisitions ofLab Society ,$12.5 million related to the issuance of TTK-related loans receivable, and$3.7 million of expenditures for property
and equipment. For the three months endedMarch 31, 2021 , net cash used in investing activities was$(142) thousand for leasehold improvements, purchasing computer equipment and small machinery.
Cash Flow from Financing Activities
For the three months endedMarch 31, 2022 , net cash provided by financing activities was$90.7 million . Net cash provided by financing activities was primarily driven by the Company's two private placements during 2022. The Company received$65.0 million in net proceeds from our issuance of Common Stock and warrants in a private placement, and$25.8 million in net proceeds from our issuance of debt and warrants in a private placement. Additionally, the Company received$11 thousand in proceeds from the exercise of stock options and warrants. Each of the above inflows of cash was offset by$81 thousand in payments relating to financing leases.
For the three months ended
Off-Balance Sheet Arrangements
During the periods presented, we did not have, nor do we currently have, any
relationships with unconsolidated entities or financial partnerships, such as
entities often referred to as structured finance or special purpose entities,
which would have been established for the purpose of facilitating off-balance
sheet arrangements or other contractually narrow or limited purposes. We are
therefore not exposed to the financing, liquidity, market, or credit risk that
could arise if we had engaged in those types of relationships.
63
Critical Accounting Policies and Estimates
Part I, Item, 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" discusses our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates under different assumptions or conditions. These estimates are based on our knowledge and understanding of current conditions and actions that we may take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant impact on our financial condition and results of operations and are recorded in the period in which they become known. We have identified the following estimates that, in our opinion, are subjective in nature, require the exercise of judgment and involve complex analysis: the fair value of derivative assets and liabilities, goodwill impairment assessment, revenue recognition and cost of goods sold. The significant accounting policies and estimates that have been adopted and followed in the preparation of our consolidated financial statements are detailed in Note 2 - Summary of Significant Accounting Policies included in our 2021 Annual Report and Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no changes in these policies and estimates that had a significant impact on the financial condition and results of operations for the periods covered in this Quarterly Report.
Recently Issued Accounting Pronouncements Adopted
For more information on recently issued accounting pronouncements are included within Note 3 - Recent Accounting Pronouncements,included elsewhere in the notes to consolidated financial statements covered under Part I, Item 1 of this Quarterly Report on Form 10-Q.
New Accounting Pronouncements Not Yet Adopted
For more information on new accounting pronouncements not yet adopted are included within Note 3 - Recent Accounting Pronouncements,included elsewhere in the notes to consolidated financial statements covered under Part I, Item 1 in this Quarterly Report on Form 10-Q.
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