UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to
_________
Commission File Number: 001-39946
![](https://www.sec.gov/Archives/edgar/data/1800637/000121390024069081/image_001.jpg)
AGRIFY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada | | 30-0943453 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
2468 Industrial Row Dr.
Troy, Michigan 48084
(Address of principal executive offices, including
zip code)
(855) 420-0020
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.001 per share | | AGFY | | NASDAQ Capital Market |
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES ☒
NO ☐
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YES ☒
NO ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
YES ☐
NO ☒
As of August 14, 2024, the registrant had 14,230,447
shares of common stock, $0.001 par value per share outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AGRIFY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| |
June 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
Assets | |
(Unaudited) | | |
| |
Current assets: | |
| | |
| |
Cash and cash equivalents | |
$ | 53 | | |
$ | 430 | |
Marketable securities | |
| 4 | | |
| 4 | |
Accounts receivable, net of allowance for credit losses of $2,563 and $1,887 at June 30, 2024 and December 31, 2023, respectively | |
| 272 | | |
| 1,149 | |
Inventory, net of reserves of $16,507 and $17,599 at June 30, 2024 and December 31, 2023, respectively | |
| 18,427 | | |
| 19,094 | |
Loans receivable, current | |
| 1,295 | | |
| — | |
Prepaid expenses and other current assets | |
| 663 | | |
| 3,332 | |
Total current assets | |
| 20,714 | | |
| 24,009 | |
Loans receivable, net of allowance for credit losses of $18,885 and $19,215 at June 30, 2024 and December 31, 2023, respectively, net of current | |
| 10,288 | | |
| 11,583 | |
Property and equipment, net | |
| 6,954 | | |
| 7,734 | |
Operating lease right-of-use assets | |
| 1,333 | | |
| 1,803 | |
Other non-current assets | |
| 97 | | |
| 141 | |
Total assets | |
$ | 39,386 | | |
$ | 45,270 | |
Liabilities and Stockholders’ Equity (Deficit) | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 12,038 | | |
$ | 20,766 | |
Accrued expenses and other current liabilities | |
| 7,410 | | |
| 10,655 | |
Operating lease liabilities, current | |
| 539 | | |
| 599 | |
Long-term debt, current | |
| 582 | | |
| 766 | |
Related party debt, current | |
| 732 | | |
| 4,444 | |
Contract liabilities | |
| 3,847 | | |
| 4,019 | |
Total current liabilities | |
| 25,148 | | |
| 41,249 | |
Warrant liabilities | |
| 503 | | |
| 1,290 | |
Operating lease liabilities, net of current | |
| 960 | | |
| 1,394 | |
Related party debt, net of current | |
| 4,278 | | |
| — | |
Long-term debt, net of current | |
| 3 | | |
| 16,047 | |
Total liabilities | |
| 30,892 | | |
| 59,980 | |
| |
| | | |
| | |
Commitments and contingencies (Note 14) | |
| | | |
| | |
| |
| | | |
| | |
Stockholders’ equity (deficit): | |
| | | |
| | |
Common Stock, $0.001 par value per share, 35,000,000 and 10,000,000 shares authorized at June 30, 2024 and December 31, 2023, respectively, 14,230,004 and 1,701,243 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively (1) | |
| 14 | | |
| 2 | |
Preferred Stock, $0.001 par value per share, 2,895,000 shares authorized, no shares issued or outstanding | |
| — | | |
| — | |
Preferred A Stock, $0.001 par value per share, 105,000 shares authorized, no shares issued or outstanding | |
| — | | |
| — | |
Additional paid-in capital | |
| 272,783 | | |
| 250,855 | |
Accumulated deficit | |
| (264,533 | ) | |
| (265,797 | ) |
Total stockholders’ equity (deficit) attributable to Agrify | |
| 8,264 | | |
| (14,940 | ) |
Non-controlling interests | |
| 230 | | |
| 230 | |
Total stockholders’ equity (deficit) | |
| 8,494 | | |
| (14,710 | ) |
Total liabilities and stockholders’ equity (deficit) | |
$ | 39,386 | | |
$ | 45,270 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
AGRIFY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
| |
Three months ended June 30, | | |
Six months ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Revenue (including $0, $0, $0, and $46 from related parties, respectively) | |
$ | 2,994 | | |
$ | 5,066 | | |
$ | 5,592 | | |
$ | 10,870 | |
Cost of goods sold | |
| 1,867 | | |
| 4,466 | | |
| 4,300 | | |
| 9,282 | |
Gross profit | |
| 1,127 | | |
| 600 | | |
| 1,292 | | |
| 1,588 | |
| |
| | | |
| | | |
| | | |
| | |
General and administrative | |
| 2,268 | | |
| 4,819 | | |
| 6,362 | | |
| 11,745 | |
Selling and marketing | |
| 394 | | |
| 1,120 | | |
| 856 | | |
| 2,710 | |
Research and development | |
| 185 | | |
| 643 | | |
| 460 | | |
| 1,378 | |
Gain on settlement of contingent liabilities | |
| — | | |
| — | | |
| (5,935 | ) | |
| — | |
Gain on early termination of lease | |
| (39 | ) | |
| — | | |
| (39 | ) | |
| — | |
(Gain) loss on disposal of property and equipment | |
| (9 | ) | |
| — | | |
| (9 | ) | |
| 5 | |
Change in contingent consideration | |
| — | | |
| (638 | ) | |
| (2,180 | ) | |
| (1,322 | ) |
Total operating expenses | |
| 2,799 | | |
| 5,944 | | |
| (485 | ) | |
| 14,516 | |
Operating (loss) income | |
| (1,672 | ) | |
| (5,344 | ) | |
| 1,777 | | |
| (12,928 | ) |
Interest income (expense), net | |
| (28 | ) | |
| (400 | ) | |
| (128 | ) | |
| (1,199 | ) |
Change in fair value of warrant liabilities | |
| (1,277 | ) | |
| (1,048 | ) | |
| (404 | ) | |
| 1,624 | |
Loss on extinguishment of long-term debt, net | |
| — | | |
| (11 | ) | |
| — | | |
| (4,631 | ) |
Other income (expense), net | |
| 5 | | |
| (4 | ) | |
| 19 | | |
| — | |
Total other expense, net | |
| (1,300 | ) | |
| (1,463 | ) | |
| (513 | ) | |
| (4,206 | ) |
Net (loss) income | |
| (2,972 | ) | |
| (6,807 | ) | |
| 1,264 | | |
| (17,134 | ) |
Loss attributable to non-controlling interest | |
| — | | |
| 2 | | |
| — | | |
| 2 | |
Net (loss) income attributable to Agrify Corporation | |
$ | (2,972 | ) | |
$ | (6,805 | ) | |
$ | 1,264 | | |
$ | (17,132 | ) |
Net
(loss) income per share attributable to Common Stockholders – basic (1) | |
$ | (0.14 | ) | |
$ | (4.39 | ) | |
$ | 0.09 | | |
$ | (13.05 | ) |
Net (loss) income per share
attributable to Common Stockholders – diluted (1) | |
$ | (0.14 | ) | |
$ | (4.39 | ) | |
$ | 0.06 | | |
$ | (13.05 | ) |
Weighted average common shares outstanding - basic | |
| 20,812,678 | | |
| 1,549,669 | | |
| 14,853,454 | | |
| 1,312,299 | |
Weighted average common shares outstanding - diluted | |
| 20,812,678 | | |
| 1,549,669 | | |
| 29,771,039 | | |
| 1,312,299 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
AGRIFY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY (DEFICIT)
(In thousands)
(Unaudited)
| |
Common
Stock | | |
Preferred
Stock | | |
Preferred
A Stock | | |
Additional
Paid-In- | | |
Accumulated | | |
Total
Stockholders’
Equity (Deficit)
attributable to | | |
Non-
Controlling | | |
Total
Stockholders’
Equity | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Agrify | | |
Interests | | |
(Deficit) | |
Balance
at January 1, 2023 | |
| 1,038,298 | | |
$ | 1 | | |
| — | | |
$ | — | | |
| — | | |
$ | — | | |
$ | 237,875 | | |
$ | (247,148 | ) | |
$ | (9,272 | ) | |
$ | 231 | | |
$ | (9,041 | ) |
Stock-based
compensation | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 859 | | |
| — | | |
| 859 | | |
| — | | |
| 859 | |
Issuance
of Common Stock through an at the market offering, net of fees | |
| 323,082 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,545 | | |
| — | | |
| 1,545 | | |
| — | | |
| 1,545 | |
Issuance
of Common Stock to Pure Pressure | |
| 366 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Vesting
of restricted stock units | |
| 17 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Proceeds
from Employee Stock Purchase Plan Shares | |
| 2,500 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 25 | | |
| — | | |
| 25 | | |
| — | | |
| 25 | |
Net
loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (10,327 | ) | |
| (10,327 | ) | |
| — | | |
| (10,327 | ) |
Balance
March 31, 2023 | |
| 1,364,263 | | |
| 1 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 240,304 | | |
| (257,475 | ) | |
| (17,170 | ) | |
| 231 | | |
| (16,939 | ) |
Stock-based
compensation | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 752 | | |
| — | | |
| 752 | | |
| — | | |
| 752 | |
Issuance
of held-back shares to Lab Society | |
| 499 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Exercise
of prefunded warrants in private placement | |
| 35,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Conversion
of Exchange Note | |
| 69,567 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,146 | | |
| — | | |
| 2,146 | | |
| — | | |
| 2,146 | |
Conversion
of Convertible Note | |
| 153,617 | | |
| 1 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,171 | | |
| — | | |
| 1,172 | | |
| — | | |
| 1,172 | |
Net
loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (6,807 | ) | |
| (6,807 | ) | |
| 2 | | |
| (6,805 | ) |
Balance
June 30, 2023 | |
| 1,622,946 | | |
$ | 2 | | |
| — | | |
$ | — | | |
| — | | |
$ | — | | |
$ | 244,373 | | |
$ | (264,282 | ) | |
$ | (19,907 | ) | |
$ | 233 | | |
$ | (19,674 | ) |
| |
Common
Stock | | |
Preferred
Stock | | |
Preferred
A Stock | | |
Additional
Paid-in- | | |
Accumulated | | |
Total
Stockholders’ Equity (Deficit) attributable to | | |
Non-
Controlling | | |
Total
Stockholders’ Equity | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Agrify | | |
Interests | | |
(Deficit) | |
Balance
at January 1, 2024 | |
| 1,701,243 | | |
$ | 2 | | |
| — | | |
$ | — | | |
| — | | |
$ | — | | |
$ | 250,855 | | |
$ | (265,797 | ) | |
$ | (14,940 | ) | |
$ | 230 | | |
$ | (14,710 | ) |
Stock-based
compensation | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 490 | | |
| — | | |
| 490 | | |
| — | | |
| 490 | |
Issuance
of Common Stock and prefunded warrants through public offering | |
| 2,760,000 | | |
| 3 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,120 | | |
| — | | |
| 2,123 | | |
| — | | |
| 2,123 | |
Issuance
of held-back shares from Sinclair acquisition | |
| 588 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Cashless
exercise of High Trail Warrants | |
| 3,132,217 | | |
| 3 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (3 | ) | |
| — | | |
| — | | |
| — | | |
| — | |
Exercise
of Prefunded Warrants issued through public offering | |
| 3,010,000 | | |
| 3 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3 | | |
| — | | |
| 3 | |
Conversion
of Convertible Note | |
| 2,671,633 | | |
| 2 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,729 | | |
| — | | |
| 1,731 | | |
| — | | |
| 1,731 | |
Contribution
from troubled debt restructuring with related party | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 676 | | |
| — | | |
| 676 | | |
| — | | |
| 676 | |
Stock
split share adjustment | |
| 21 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Net
income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,236 | | |
| 4,236 | | |
| — | | |
| 4,236 | |
Balance
March 31, 2024 | |
| 13,275,702 | | |
| 13 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 255,867 | | |
| (261,561 | ) | |
| (5,681 | ) | |
| 230 | | |
| (5,451 | ) |
Stock-based
compensation | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 81 | | |
| — | | |
| 81 | | |
| — | | |
| 81 | |
Exercise
of Prefunded Warrants issued through public offering | |
| 953,684 | | |
| 1 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1 | | |
| — | | |
| 1 | |
Conversion
of related party debt into prefunded warrants | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 10,044 | | |
| — | | |
| 10,044 | | |
| — | | |
| 10,044 | |
Issuance
of equity classified prefunded warrants | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 6,791 | | |
| — | | |
| 6,791 | | |
| — | | |
| 6,791 | |
Issuance
of vested RSUs, net of shares held back to offset tax | |
| 618 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Net
loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (2,972 | ) | |
| (2,972 | ) | |
| — | | |
| (2,972 | ) |
Balance
June 30, 2024 | |
| 14,230,004 | | |
$ | 14 | | |
| — | | |
$ | — | | |
| — | | |
$ | — | | |
$ | 272,783 | | |
$ | (264,533 | ) | |
$ | 8,264 | | |
$ | 230 | | |
$ | 8,494 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
AGRIFY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| |
For the six months ended
June 30, | |
| |
2024 | | |
2023 | |
Cash flows from operating activities: | |
| | |
| |
Net income (loss) attributable to Agrify Corporation | |
$ | 1,264 | | |
$ | (17,132 | ) |
Adjustments to reconcile net income (loss) attributable to Agrify Corporation to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 782 | | |
| 938 | |
Amortization of debt discount | |
| — | | |
| 70 | |
Amortization of issuance costs | |
| — | | |
| 24 | |
Amortization of right of use assets | |
| 290 | | |
| 505 | |
Stock based compensation expense | |
| 571 | | |
| 1,611 | |
Change in fair value of warrant liabilities | |
| 404 | | |
| (1,624 | ) |
Loss on extinguishment of long-term debt, net | |
| — | | |
| 4,631 | |
Change in provision for credit losses, net | |
| 346 | | |
| (542 | ) |
Change in inventory reserves | |
| (1,092 | ) | |
| (337 | ) |
(Gain) loss on disposal of property and equipment | |
| (9 | ) | |
| 5 | |
Gain on early termination of lease | |
| (39 | ) | |
| — | |
Gain on settlement of contingent liabilities | |
| (5,935 | ) | |
| — | |
Change in accrued acquisition liabilities due to issuance of held-back shares | |
| (2,180 | ) | |
| — | |
Loss attributable to non-controlling interests | |
| — | | |
| (2 | ) |
Changes in operating assets and liabilities, net of acquisitions: | |
| | | |
| | |
Accounts receivable | |
| 201 | | |
| 264 | |
Inventory | |
| 1,759 | | |
| 3,030 | |
Prepaid expenses and other current assets | |
| 2,686 | | |
| 739 | |
Other non-current assets | |
| 44 | | |
| 170 | |
Accounts payable | |
| (2,792 | ) | |
| 1,237 | |
Accrued expenses and other current liabilities | |
| (669 | ) | |
| (4,261 | ) |
Operating lease liabilities | |
| (275 | ) | |
| (441 | ) |
Contract liabilities | |
| (172 | ) | |
| (519 | ) |
Net cash and cash equivalents used in operating activities | |
| (4,816 | ) | |
| (11,634 | ) |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Purchases of property and equipment | |
| (4 | ) | |
| (60 | ) |
Proceeds from disposal of property and equipment | |
| 10 | | |
| 5 | |
Proceeds from sale of marketable securities | |
| — | | |
| 10,456 | |
Issuance of loans receivable | |
| — | | |
| (591 | ) |
Proceeds from repayment of loans receivable | |
| 330 | | |
| 1,548 | |
Net cash and cash equivalents provided by investing activities | |
| 336 | | |
| 11,358 | |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from Issuance of Common Stock through an S-1 and Prefunded Warrants offering | |
| 2,123 | | |
| — | |
Proceeds from issuance of Common Stock through an at the market offering, net of fees | |
| — | | |
| 1,545 | |
Proceeds from Employee Stock Purchase Plan Shares | |
| — | | |
| 25 | |
Proceeds from exercise of S-1 Prefunded Warrants | |
| 4 | | |
| — | |
Proceeds from issuance of related party notes | |
| 2,294 | | |
| — | |
Repayments of notes payable, other | |
| — | | |
| (71 | ) |
Repayment of debt in private placement | |
| — | | |
| (10,307 | ) |
Payments on other financing loans | |
| (1 | ) | |
| (2 | ) |
Payments on insurance financing loans | |
| (317 | ) | |
| (999 | ) |
Payments of financing leases | |
| — | | |
| (64 | ) |
Net cash and cash equivalents provided by (used in) financing activities | |
| 4,103 | | |
| (9,873 | ) |
Net decrease in cash and cash equivalents | |
| (377 | ) | |
| (10,149 | ) |
Cash and cash equivalents at the beginning of period | |
| 430 | | |
| 10,457 | |
Cash and cash equivalents at the end of period | |
$ | 53 | | |
$ | 308 | |
Supplemental disclosures | |
| | | |
| | |
Cash paid for interest | |
$ | 95 | | |
$ | 64 | |
Supplemental disclosures of non-cash flow information | |
| | | |
| | |
Cashless exercise of High-Trail warrants | |
$ | 3 | | |
$ | — | |
Financing of prepaid insurance | |
$ | 17 | | |
$ | 1,820 | |
Transfer of loans receivable from noncurrent to current | |
$ | 1,295 | | |
$ | — | |
Transfer of property and equipment to inventory | |
$ | — | | |
$ | 33 | |
Reclassification of liability classified prefunded warrants to equity | |
$ | 6,791 | | |
$ | — | |
Conversion of related party debt into warrants | |
$ | 10,044 | | |
$ | — | |
Accrued interest consolidated into related party debt | |
$ | 364 | | |
$ | — | |
Contribution from troubled debt restructuring with related party | |
$ | 676 | | |
$ | — | |
Consolidation of related party debt principal | |
$ | 3,799 | | |
$ | — | |
Conversion of convertible notes into equity | |
$ | 1,731 | | |
$ | 3,160 | |
Non-cash amounts of lease liabilities arising from obtaining right-of-use assets | |
$ | — | | |
$ | 654 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
Note 1 — Overview, Basis of Presentation
and Significant Accounting Policies
Description of Business
Agrify Corporation (“Agrify”
or the “Company”) is a provider of innovative cultivation and extraction solutions for the cannabis industry, bringing data,
science, and technology to the forefront of the market. The Company’s proprietary micro-environment-controlled Agrify Vertical Farming
Units (or “VFUs”) enable cultivators to produce the highest quality products with what we believe to be unmatched consistency,
yield, and return investment at scale. The Company’s comprehensive extraction product line, which includes hydrocarbon, alcohol,
solventless, post-processing, and lab equipment, empowers producers to maximize the quantity and quality of extract required for premium
concentrates.
The Company was formed in
the State of Nevada on June 6, 2016 as Agrinamics, Inc., and subsequently changed its name to Agrify Corporation. The Company is sometimes
referred to herein by the words “we,” “us,” “our,” and similar terminology.
The Company has nine wholly-owned
subsidiaries, which are collectively referred to as the “Subsidiaries” and the Company also has ownership interests in certain
companies.
Nasdaq Deficiency Notice
The
Nasdaq Notice had no immediate effect on the listing of the Company’s Common Stock on The Nasdaq Stock Market LLC.
On October 17, 2023, the
Company received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of
Nasdaq notifying the Company that it was not in compliance with Nasdaq’s continued listing requirements under the Listing Rule as
a result of its failure to file the First Quarter Form 10-Q, the Second Quarter Form 10-Q and the Form 10-K (collectively, the “Delinquent
Reports”) in a timely manner.
On November 16, 2023, the
Company received a notice from Nasdaq that the Company remains noncompliant with the Listing Rule as a result of its failure to file its
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 with the SEC by the required filing date.
On December 1, 2023, the Company
received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company reported stockholders’
deficit of $(17.17) million in its Form 10-Q for the quarter ended March 31, 2023, the Company was no longer in compliance with Nasdaq
Listing Rule 5550(b)(1) (the “Primary Equity Listing Rule”), which requires that listed companies maintain a minimum of $2.5
million in stockholders’ equity. In response, the Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”),
which stayed any further action by the Listing Qualifications Staff. The hearing was held on January 11, 2024. The Company arrived at
the hearing having previously cured any additional grounds for delisting as a result of delinquent periodic filings during 2023 that were
filed prior to the hearing.
On January 30, 2024, the
Company received formal notice that the Panel had granted the Company’s request for an exception through April 15, 2024 to evidence
compliance with the Listing Rule, which was subsequently extended to May 15, 2024. Accordingly, there can be no assurance that the Company
will be able to regain compliance with the Nasdaq listing rules or maintain its listing on the Nasdaq Capital Market. If the Company’s
common stock is delisted, it could be more difficult to buy or sell the Company’s common stock or to obtain accurate quotations,
and the price of the Company’s common stock could suffer a material decline. Delisting could also impair the Company’s ability
to raise capital.
On March 5, 2024, the Company
received a deficiency letter from the Staff of Nasdaq notifying the Company that, for the last 30 consecutive business days, the bid price
for the Company’s common stock had closed below $1.00 per share, which is the minimum closing price required to maintain continued
listing on the Nasdaq Stock Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). The Notice has no
immediate effect on the listing of the Company’s common stock on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the
Company has 180 calendar days to regain compliance with the Minimum Bid Requirement. The compliance period for the Company will expire
on September 3, 2024.
As a result of the conversion
of the Convertible Note and the Restated Junior Note as set forth below in Note 7, the Company believes it has stockholders’ equity
of at least $2.5 million as of the date of this filing, as required by the Listing Rule
On May 28, 2024, the Company
had received formal written notice from Nasdaq confirming that the Company has regained compliance with the minimum stockholders’
equity requirement as set forth in Nasdaq Listing Rule 5550(b)(1).
Restatement of Previously Issued Quarterly
Condensed Consolidated Financial Statements for the Three Months Ended March 31, 2024
As further described
below, our unaudited condensed consolidated financial statements covering the quarterly reporting period ended March 31, 2024 have been
revised to reflect the correction of errors.
Restatement
Background
The need for the restatement arose out of the results of certain reassessment
by the Company of the accounting for the settlement agreement entered into by the Company with Mack Molding Co which became effective
in the first quarter of 2024 (See Note 14 - Commitments and Contingencies). Management determined that the gain from the derecognized
contingent liability should be recognized fully in Q1, rather than over time as previously reported. Consequently, the Company concluded
that the accounting treatment applied in the first quarter of 2024 was not appropriate. Therefore, the Company misstated inventory, accounts
payable, notes payable, accumulated deficit and total stockholders' equity (deficit), on the face of the unaudited condensed consolidated
balance sheet as of March 31, 2024, and cost of goods sold, general and administrative expenses, gain on settlement of contingent liabilities,
and interest income (expense), net, on the unaudited condensed consolidated statement of operations, for the three months ended March
31, 2024. The Company principally attributes the errors to a material weakness in internal controls over financial reporting, as disclosed
in Item II, Part 9A of this Annual Report on Form 10-K. The Company has commenced procedures to remediate the material weaknesses. However,
these material weaknesses will not be considered remediated until the applicable remedial actions have been fully implemented and the
Company has concluded that these controls are operating effectively for a sufficient period of time.
Restatement Adjustments
The following table summarizes the effect of the errors on the Company’s
unaudited condensed consolidated balance sheet as of March 31, 2024 and unaudited condensed consolidated statement of operations and consolidated
statement of cash flows for the three months ended March 31, 2024:
| |
March 31, 2024 As Previously Reported | | |
Adjustment | | |
March 31, 2024 As Restated | |
Inventory | |
$ | 18,862 | | |
$ | (214 | ) | |
$ | 18,648 | |
Accounts payable | |
| 12,428 | | |
| 350 | | |
| 12,778 | |
Notes payable, current | |
$ | 1,374 | | |
$ | (1,374 | ) | |
$ | — | |
Notes payable, net of current | |
| 3,464 | | |
| (3,464 | ) | |
| — | |
Accumulated deficit | |
| (265,835 | ) | |
| 4,274 | | |
| (261,561 | ) |
Total stockholders’ equity (deficit) | |
| (9,725 | ) | |
| 4,274 | | |
| (5,451 | ) |
| |
Three Months Ended
March 31, 2024 As Previously Reported | | |
Adjustment | | |
Three Months Ended
March 31, 2024 As Restated | |
Cost of goods sold | |
$ | 1,869 | | |
$ | 564 | | |
$ | 2,433 | |
Gross profit | |
| 729 | | |
| (564 | ) | |
| 165 | |
General and administrative | |
| 2,952 | | |
| 1,142 | | |
| 4,094 | |
Gain on settlement of contingent liabilities | |
| — | | |
| (5,935 | ) | |
| (5,935 | ) |
Operating (loss) income | |
| (780 | ) | |
| 4,229 | | |
| 3,449 | |
Interest income (expense), net | |
| (145 | ) | |
| 45 | | |
| (100 | ) |
Net (loss) income | |
| (38 | ) | |
| 4,274 | | |
| 4,236 | |
Basic | |
$ | 0.00 | | |
$ | 0.48 | | |
$ | 0.48 | |
Diluted | |
$ | 0.00 | | |
$ | 0.23 | | |
$ | 0.23 | |
While the adjustments changed net loss, gain on supply agreement, gain
on revaluation of contingent liability, gain on settlement of contingent liabilities, inventory and accounts payable line items in the
unaudited condensed consolidated cash flow statement, they did not have an impact on total net cash used in operating activities, net
cash used in investing activities, or net cash provided by financing activities.
| |
Three Months Ended
March
31, 2024 As Previously Reported | | |
Adjustment | | |
Three Months Ended
March 31,
2024 As Restated | |
Cash flows from operating activities | |
| | |
| | |
| |
Net loss | |
$ | (38 | ) | |
$ | 4,274 | | |
$ | 4,236 | |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | | |
| | |
Gain on supply agreement | |
| (1,142 | ) | |
| 1,142 | | |
| — | |
Gain on revaluation of contingent liability | |
| (564 | ) | |
| 564 | | |
| — | |
Gain on settlement of contingent liabilities | |
| — | | |
| (5,935 | ) | |
| (5,935 | ) |
Changes in operating assets and liabilities | |
| | | |
| | | |
| | |
Inventory | |
| 1,211 | | |
| (350 | ) | |
| 861 | |
Accounts payable | |
| (2,361 | ) | |
| 305 | | |
| (2,056 | ) |
Net cash used in operating activities | |
$ | (2,987 | ) | |
$ | — | | |
$ | (2,987 | ) |
Basis of Presentation and Principles of Consolidation
These unaudited condensed
consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting
of normal recurring accruals) and disclosures necessary for a fair presentation of these unaudited condensed consolidated financial statements
have been included. The results reported in the unaudited condensed consolidated financial statements for any interim periods are not
necessarily indicative of the results that may be reported for the entire year. The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include
all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally
accepted in the United States (“U.S. GAAP”).
Certain information and footnote disclosures normally
included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited
condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements
and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities
and Exchange Commission on April 15, 2024.
Accounting for Wholly-Owned
Subsidiaries
The accompanying unaudited
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
and include the accounts of the Company and its wholly-owned subsidiaries, as described above, in accordance with the provisions required
by Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”) of the Financial Accounting
Standards Board (“FASB”). The Company includes results of operations of acquired companies from the date of acquisition. All
significant intercompany transactions and balances are eliminated.
Accounting for Less
Than Wholly-Owned Subsidiaries
For the Company’s less
than wholly-owned subsidiaries, which include Agrify Brands, LLC (“Agrify Brands”), the Company first analyzes whether these
entities are a variable interest entity (a “VIE”) in accordance with ASC 810, and if so, whether the Company is the primary
beneficiary requiring consolidation. The Company continuously re-assesses (i) whether the joint-venture is a VIE, and (ii) if the Company
is the primary beneficiary of the VIE. If it is determined that the joint-venture qualifies as a VIE and the Company is the primary beneficiary,
the Company’s financial interest in the VIE is consolidated.
Based on the Company’s
analysis of these entities, the Company has determined that Agrify Brands is a VIE, and that the Company is the primary beneficiary. While
the Company owns 75% of Agrify Brand’s equity interests, the remaining equity interests in Agrify Brands are owned by unrelated
third parties, and the agreement with these third parties provides the Company with greater voting rights. Accordingly, the Company consolidates
its interest in the financial statements of Agrify Brands under the VIE rules and reflects the third parties’ interests in the unaudited
condensed consolidated financial statements as a non-controlling interest. The Company records this non-controlling interest at its initial
fair value, adjusting the basis prospectively for the third parties’ share of the respective consolidated investments’ net
income or loss or equity contributions and distributions. These non-controlling interests are not redeemable by the equity holders and
are presented as part of permanent equity. Income and losses are allocated to the non-controlling interest holders based on its economic
ownership percentage.
Going Concern
In accordance with the FASB
Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements - Going Concern, the Company’s
management evaluated whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern
within one year after the financial statements’ issuance date. The following matters raise substantial doubt about the Company’s
ability to continue as a going concern within one year after the date the financial statements are issued.
The Company has incurred
operating losses since its inception and has negative cash flows from operations and a working capital deficit of $4.4 million. The Company
also has an accumulated deficit of $264.5 million as of June 30, 2024. The Company’s primary sources of liquidity are its cash and
cash equivalents and marketable securities, with additional liquidity accessible, subject to market conditions and other factors, including
limitations that may apply to the Company under applicable SEC regulations, from the capital market. As of June 30, 2024, the Company
had $0.1 million of cash, cash equivalents, and marketable securities. The Company had no restricted cash as of June 30, 2024. Current
liabilities were $25.1 million as of June 30, 2024.
These unaudited condensed
consolidated financial statements have been prepared on a going concern basis, which implies the Company believes these conditions raise
substantial doubt about its ability to continue as a going concern within the next twelve-months from the date these unaudited condensed
consolidated financial statements are available to be issued. The Company’s continuation as a going concern is dependent upon its
ability to obtain the necessary debt or equity financing to continue operations until the Company begins generating sufficient cash flows
from operations to meet its obligations. If the Company is unable raise additional funds, it may be forced to cease operations.
During the six months ended
June 30, 2024, the Company raised net proceeds of $2.2 million via the issuance of common stock and prefunded warrants in a public offering
through Alexander Capital and is recorded within common stock and additional paid-in capital on the Company’s unaudited condensed consolidated
balance sheet. During this period, the Company also raised an additional $2.3 million in proceeds through the issuance of notes to related
parties. The Company intends to raise additional capital later this year to support its 2024 and 2025 funding needs. The Company also
continues to make additional adjustments in headcount, salary, travel, sales and marketing spending, but there is no guarantee that these
ongoing cost-cutting efforts or capital raises will be sufficient to maintain operations.
There is no assurance that
the Company will ever be profitable or that future capital raising efforts will be successful. One of the Company’s primary sources of
funding is CP Acquisitions LLC, however, there is no guarantee that CP Acquisitions will continue to fund Agrify operations through additional
financing arrangements. The CEO has been supporting the Company’s cash flow needs, however, this support alone cannot ensure that all
current and future obligations will be met. The unaudited condensed consolidated financial statements do not include any adjustments to
reflect the potential future effects on the recoverability and classification of assets or the amounts and classifications of liabilities
that may result should the Company be unable to continue as a going concern.
Use of Estimates
The preparation of the Company’s
condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial
statements, and the reported amounts of expenses during the reporting period. Significant estimates include assumptions about collection
of accounts and loans receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred
tax assets, the valuation of inventory, and useful life of property and equipment. The Company bases its estimates on historical experience,
known trends and other market-specific information, other relevant factors that it believes to be reasonable under the circumstances,
and management’s judgement. On an ongoing basis, the Company evaluates its estimates when there are changes in circumstances, facts,
and experience. Changes in estimates are recorded in the period in which they become known. Actual financial results could differ from
those estimates.
The Company regularly evaluates
its assets, including asset groups or reporting units, for impairment in accordance with U.S. GAAP. The Company is aware of the impact
that prolonged net losses can have on the fair value of underlying assets and the overall company. The Company is committed to ensuring
that the carrying amounts of its assets are appropriately assessed and adjusted for any impairment, reflecting a true and fair view of
its financial position.
Accounts Receivable, Net and Loans Receivable,
Net
Accounts
receivable, net, primarily consists of amounts for goods and services that are billed and currently due from customers. The composition
of loan receivable, net is detailed in Note 5 - Loans Receivable. In accordance with ASC 310-10, accounts receivable and loan receivable
balances are presented net of an allowance for credit losses, which are an estimate of billed or borrowed amounts that may not be collectible.
In determining the amount of the allowance at each reporting date, management makes judgments about general economic conditions, historical
write-off experience, and any specific risks identified in customer or borrower collection matters, including the aging of unpaid accounts
receivable and changes in customer or borrower financial conditions. Accounts and loans receivable balances are written off after all
means of collection are exhausted and the potential for non-recovery is determined to be probable. Adjustments to the allowance for credit
losses are recorded as general and administrative expenses in the unaudited condensed consolidated statements of operations.
Concentration of Credit Risk and Significant
Customer
Financial
instruments that potentially subject the Company to a concentration of credit risk primarily consist of cash, cash equivalents, marketable
securities, accounts receivable, and loans receivable. Cash equivalents primarily consist of money market funds with original maturities
of three months or less, which are invested primarily with U.S. financial institutions. Cash deposits with financial institutions generally
exceed federally insured limits. Management believes minimal credit risk exists with respect to these financial institutions and the Company
has not experienced any losses on such amounts.
The
tables below show customers who account for 10% or more of the Company’s total revenues and 10% or more of the Company’s accounts
receivable for the periods presented:
For the three and six months
ended June 30, 2023 and 2022, the Company’s customers that accounted for 10% or more of the total revenue were as follow:
| |
Three months ended
June 30, 2024 | | |
Three months ended
June 30, 2023 | | |
Six months ended
June 30, 2024 | | |
Six months ended
June 30, 2023 | |
(In thousands) | |
Amount | | |
% of Total
Revenue | | |
Amount | | |
% of Total
Revenue | | |
Amount | | |
% of Total
Revenue | | |
Amount | | |
% of Total
Revenue | |
Customer A | |
| * | | |
| * | | |
| * | | |
| * | | |
| * | | |
| * | | |
$ | 627 | | |
| 5.8 | % |
Customer B | |
$ | 430,456 | | |
| 14.4 | % | |
| * | | |
| * | | |
| * | | |
| * | | |
| * | | |
| * | |
As of June 30, 2024 and December
31, 2023, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows:
| |
As of June 30, 2024 | | |
As of December 31, 2023 | |
(In thousands) | |
Amount | | |
% of Total Accounts Receivable | | |
Amount | | |
% of Total Accounts Receivable | |
Company Customer Number – 114 | |
$ | 35 | | |
| 12.9 | % | |
| * | | |
| * | |
Company Customer Number – 125 | |
$ | 51 | | |
| 18.8 | % | |
| * | | |
| * | |
Company Customer Number – 9142 | |
$ | 28 | | |
| 10.1 | % | |
| * | | |
| * | |
Company Customer Number – 15095 | |
| * | | |
| * | | |
$ | 712 | | |
| 62.0 | % |
Company Customer Number – 10888 | |
| * | | |
| * | | |
$ | 251 | | |
| 21.8 | % |
As of June 30, 2024 and December
31, 2023, the Company’s borrowers that accounted for 10% or more of the total loans receivable, net, were as follows:
| |
As of June 30, 2024 | | |
As of December 31, 2023 | |
(In thousands) | |
Amount | | |
% of Total Loans Receivable | | |
Amount | | |
% of Total Loans Receivable | |
Borrower - 01 | |
$ | 6,809 | | |
| 59 | % | |
$ | 6,809 | | |
| 59 | % |
Borrower - 02 | |
$ | 4,774 | | |
| 41 | % | |
$ | 4,774 | | |
| 41 | % |
Inventories
The Company values all its
inventories, which consist primarily of significant raw material hardware components, at the lower of cost or net realizable value, with
cost principally determined by the weighted-average cost method on a first-in, first-out basis. Write-offs of potentially slow-moving
or damaged inventory are recorded through specific identification of obsolete or damaged material. The Company takes a physical inventory
count at least once annually at all inventory locations.
Property and Equipment
Property and equipment are
stated at cost less accumulated depreciation and amortization. Depreciation and amortization expenses are recognized using the straight-line
method over the estimated useful life of each asset, as follows:
| |
Estimated Useful Life (Years) |
Computer and office equipment | |
2 to 3 |
Furniture and fixtures | |
2 |
Software | |
3 |
Vehicles | |
5 |
Research and development of laboratory equipment | |
5 |
Machinery and equipment | |
3 to 5 |
Leased equipment | |
5 to 13 |
Trade show assets | |
3 to 5 |
Leasehold improvements | |
Lower of estimated useful life or remaining lease term |
The estimated useful lives
of the Company’s property and equipment are periodically assessed to determine if changes are appropriate. The Company charges maintenance
and repairs to expense as incurred. When the Company retires or disposes of assets, the carrying cost of these assets and related accumulated
depreciation or amortization are eliminated from the condensed consolidated balance sheets and any resulting gain or loss is included
in the condensed consolidated statements of operations in the period of retirement or disposal.
Costs for capital assets
not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. During construction,
costs are accumulated in a construction-in-progress account, with no depreciation. Upon completion, costs are transferred to the appropriate
asset account, and depreciation begins when the asset is placed into service.
Warrant Liabilities
The Company does not use
derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all its financial instruments,
including issued private placement stock purchase warrants, to determine if such instruments are derivatives or contain features that
qualify as embedded derivatives, pursuant to ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and
ASC Topic 815, Derivatives and Hedging (“ASC 815”). The Company accounts for warrants as either equity-classified or
liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in
ASC 480 and ASC 815. Management’s assessment considers whether the warrants are freestanding financial instruments pursuant to ASC
480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity
classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock among other conditions
for equity classification.
For issued or modified warrants
that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of
issuance. For issued or modified warrants that are precluded from equity classification, they are recorded as a liability at their initial
fair value on the date of issuance and subject to remeasurement on each balance sheet date with changes in the estimated fair value of
the warrants to be recognized as an unrealized gain or loss in the unaudited condensed consolidated statements of operations.
Fair Value of Financial Instruments
The Company’s financial
instruments consist of cash and cash equivalents, marketable securities, accounts receivable, loans receivable, accounts payable, accrued
expenses, contingent consideration, operating lease liabilities, long-term debt, related party debt, and warrant liabilities. Refer to
Note 4 - Fair Value Measures, included elsewhere in the notes to the unaudited condensed consolidated financial statements for details
of the Company’s financial instruments.
Revenue Recognition
Overview
The Company generates revenue
from the following sources: (1) equipment sales, (2) providing services and (3) construction contracts.
In accordance with ASC 606,
Revenue Recognition, the Company recognizes 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 the Company and its customer, the rights have been identified, payment terms
are identified, the contract has commercial substance and collectability is probable. Specifically, the Company obtains written/electronic
signatures on contracts and purchase orders, 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 the Company 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 a company’s 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 the Company expects 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. The Company’s contracts typically contain multiple performance obligations, for which the Company
accounts for individual performance obligations separately, if they are distinct. The standalone selling price reflects the price the
Company 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
The Company enters 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 the Company determines 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. The Company then
allocates 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.
Judgment is required to determine
the SSP for each distinct performance obligation. The Company determines SSP based on the price at which the performance obligation is
sold separately and the methods of estimating SSP under the guidance of ASC 606-10-32-33. If the SSP is not observable through past transactions,
the Company estimates the SSP, taking into account available information such as market conditions, expected margins, and internally approved
pricing guidelines related to the performance obligations. The Company licenses its software as a service (“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. The Company typically
satisfies its 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 the contract is completed.
The Company utilizes 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 the Company believes is reflective of a market-based reseller margin.
The Company determines the
SSP for services in time and materials contracts by observable prices in standalone services arrangements.
The Company estimates variable
consideration in the form of royalties, revenue share, monthly fees, and service credits 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, the Company will assess whether the transaction price for those contracts include
a significant financing component. The Company has elected the practical expedient that permits an entity to not adjust for the effects
of a significant financing component if the Company expects 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, the Company imputes interest on such contracts at an agreed-upon interest rate
and will present the financing components separately as financial income. As of June 30, 2024 and June 30, 2023, the Company did not have
any such financial income.
Payment terms with customers
typically require payment 30 days from the invoice date. The Company’s agreements with its 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 concern
over delivered products or services, the Company has endeavored to remedy the concern and all costs related to such matters have been
insignificant in all periods presented.
The Company has 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, the Company will accrue all fulfillment costs related to the shipping and handling of consumer goods at the time
of shipment. The Company has 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 the Company collects concurrent with revenue-producing
activities are excluded from revenue.
The Company receives
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 the Company’s contract liabilities primarily results from the timing difference between the Company’s
performance and the customer’s payment. The Company fulfills obligations under a contract with a customer by transferring
products and services in exchange for consideration from the customer. Accounts receivable are recorded when the customer has been
billed or the right to consideration is unconditional. The Company recognizes a contract liability when consideration has
been received or an amount of consideration is due from the customer, and the Company has a future obligation to transfer certain
proprietary products.
In accordance with ASC 606-10-50-13,
the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period.
Due to the nature of the Company’s contracts, these reporting requirements are not applicable. The majority of the Company’s
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.
The Company generally provides
a one-year warranty on its products for materials and workmanship but may provide multiple year warranties as negotiated, and generally
transfers to its customers the warranties it receives from its vendors, if any, which generally cover this one-year period. In accordance
with ASC 450-20-25, the Company accrues for product warranties when the loss is probable and can be reasonably estimated. The Company
maintained a reserve for warranty returns of $0.3 million and $0.4 million as of June 30, 2024 and December 31, 2023, respectively. The
Company’s reserve for warranty returns is included in accrued expenses and other current liabilities in its unaudited condensed
consolidated balance sheets. Additional information regarding the Company’s warranty reserve may be found in Note 3 – Supplemental
Condensed Consolidated Balance Sheet Information, included elsewhere in the notes to the unaudited condensed consolidated financial statements.
Research and Development Costs
The Company expenses research
and development costs as incurred. Research and development expenses include payroll, employee benefits and other expenses associated
with product development. The Company incurs research and development costs associated with the development and enhancement of both hardware
and software products associated with its cultivation and extraction equipment, as well as its SaaS-based software offering, Agrify Insights™
cultivation software (“Agrify Insights™”).
Net (Loss) Income Per
Share
The Company presents basic and diluted net (loss) income per share
attributable to Common Stockholders in conformity with the one-class method. The Company computes basic (loss) income per share by dividing
net (loss) income available to Common Stockholders by the weighted-average number of Common Stock outstanding. Diluted (loss) income per
share adjusts basic (loss) income per share for the potentially dilutive impact of convertible notes, stock options, restricted stock
units and warrants. As the Company has reported losses for the three months ended June 30, 2024 and 2023 and the six months ended June
30, 2023, all potentially dilutive securities including convertible notes, stock options, restricted stock units and warrants, are anti-dilutive,
and accordingly, basic net loss per share equals diluted net loss per share for those periods. For the six months ended June 30, 2024,
the Company adjusts the net income available to Common Stockholders and the weighted average common stock outstanding for the effect of
dilutive securities as presented within Note 13 — Net (Loss) Income Per Share.
Net (loss) income per
share calculations for all periods have been adjusted to reflect the reverse stock split effected on July 5, 2023.
Recently Announced Accounting Pronouncements
On December 14, 2023, the FASB issued ASU 2023-09,
Improvements to Income Tax Disclosures, a final standard on improvements to income tax disclosures. The standard requires disaggregated
information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard applies
to all entities subject to income taxes and is intended to benefit investors by providing more detailed income tax disclosures that would
be useful in making capital allocation decisions. For public business entities (PBEs), the new requirements will be effective for annual
periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.
The Company is currently in the process of evaluating the effect of this guidance on its financial statements.
Other
recent accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or
future condensed consolidated financial statements.
Note 2 — Revenue and Contract
Liabilities
Revenue
The Company sells its equipment
and services to customers under a combination of a contract and purchase order. Equipment revenue includes sales from proprietary products
designed and engineered by the Company such a VFUs, container farms, integrated grow racks, and LED grow lights, and non-proprietary products
designed, engineered, and manufactured by third parties such as air cleaning systems and pesticide-free surface protection.
Construction contracts normally
provide for payment upon completion of specified work or units of work as identified in the contract. Although there is considerable variation
in the terms of these contracts, they are primarily structured as time-and-materials contracts. The Company enters into time-and-materials
contracts under which the Company is paid for labor and equipment at negotiated hourly billing rates and other expenses, including materials,
as incurred at rates agreed to in the contract. The Company uses three main sub-contractors to execute the construction contracts.
The following table provides
the Company’s revenue disaggregated by the timing of revenue recognition:
| |
Three months ended
June 30, | | |
Six months ended
June 30, | |
(In thousands) | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Transferred at a point in time | |
$ | 2,760 | | |
$ | 4,583 | | |
$ | 5,225 | | |
$ | 9,553 | |
Transferred over time | |
| 234 | | |
| 483 | | |
| 367 | | |
| 1,317 | |
Total revenue | |
$ | 2,994 | | |
$ | 5,066 | | |
$ | 5,592 | | |
$ | 10,870 | |
In accordance with ASC 606-10-50-13,
the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period.
Due to the nature of the Company’s contracts, these reporting requirements are not applicable because the majority of the Company’s
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.
Contract Liabilities
Changes in the
Company’s current contract liabilities balance for the six months ended June 30, 2024 and for the year ended
December 31, 2023 were as follows:
(In thousands) | |
Six months
ended
June 30,
2024 | | |
Year
ended
December 31,
2023 | |
Contract liabilities – beginning of period | |
$ | 4,019 | | |
$ | 4,112 | |
Additions | |
| 2,383 | | |
| 4,905 | |
Recognized | |
| (2,555 | ) | |
| (4,998 | ) |
Contract liabilities – end of period | |
$ | 3,847 | | |
$ | 4,019 | |
Contract liabilities
balances primarily consist of customer deposits on the Company’s cultivation and extraction solutions equipment. As of June
30, 2024 and December 31, 2023, all of the Company’s contract liabilities balances were reported as current liabilities
in the accompanying condensed consolidated balance sheets.
Note 3 — Supplemental Condensed Consolidated Balance Sheet
Information
Accounts Receivable, Net
Accounts receivable consisted of the following
as of June 30, 2024 and December 31, 2023:
(In thousands) | |
June 30,
2024 | | |
December 31,
2023 | |
Accounts receivable, gross | |
$ | 2,835 | | |
$ | 3,036 | |
Less allowance for credit losses | |
| (2,563 | ) | |
| (1,887 | ) |
Accounts receivable, net | |
$ | 272 | | |
$ | 1,149 | |
The movements in the Company’s credit losses accounts
were as follow:
(In thousands) | |
Six months
ended
June 30,
2024 | | |
Year
ended
December 31,
2023 | |
Allowance for credit losses - beginning of period | |
$ | 1,887 | | |
$ | 4,605 | |
(Recovery of) allowance for credit losses | |
| 698 | | |
| (1,426 | ) |
Accounts receivable written-off | |
| (22 | ) | |
| (1,292 | ) |
Allowance for credit losses - end of period | |
$ | 2,563 | | |
$ | 1,887 | |
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted
of the following as of June 30, 2024 and December 31, 2023:
(In thousands) | |
June 30,
2024 | | |
December 31,
2023 | |
Receivable from legal settlement | |
$ | 318 | | |
$ | 625 | |
Prepaid insurance | |
| 173 | | |
| 454 | |
Prepaid expenses, other | |
| 77 | | |
| 82 | |
Other receivables | |
| 57 | | |
| 34 | |
Prepaid software | |
| 24 | | |
| 70 | |
Prepaid materials | |
| 14 | | |
| 13 | |
Prepaid settlement asset | |
| — | | |
| 2,054 | |
Total prepaid expenses and other current assets | |
$ | 663 | | |
$ | 3,332 | |
The Company recorded in the fourth quarter of the year ended December
31, 2023 a prepaid settlement asset in connection with the Modification and Settlement Agreement entered into with Mack Molding Co. as
described in detail within Note 14 — Commitments and Contingencies. This amount represents the value of warrants to be issued to
Mack Molding Co. upon satisfaction of the terms of the settlement agreement and one $500 thousand prepayment to Mack Molding Co. During
the quarter ended March 31, 2024, the conditions of the agreement were met and the prepaid settlement asset was derecognized and recorded
into gain on settlement of contingent liabilities upon the closing of the settlement.
Property and Equipment, Net
Property and equipment, net consisted of the following
as of June 30, 2024 and December 31, 2023:
(In thousands) | |
June 30,
2024 | | |
December 31,
2023 | |
Leased equipment | |
$ | 4,465 | | |
$ | 4,465 | |
Machinery and equipment | |
| 905 | | |
| 904 | |
Software | |
| 606 | | |
| 606 | |
Computer and office equipment | |
| 546 | | |
| 588 | |
Leasehold improvements | |
| 200 | | |
| 702 | |
Research and development laboratory equipment | |
| 175 | | |
| 183 | |
Furniture and fixtures | |
| 116 | | |
| 116 | |
Trade show assets | |
| 79 | | |
| 78 | |
Vehicles | |
| 43 | | |
| 43 | |
Total property and equipment, gross | |
| 7,135 | | |
| 7,685 | |
Accumulated depreciation | |
| (3,124 | ) | |
| (2,894 | ) |
Construction in progress | |
| 2,943 | | |
| 2,943 | |
Total property and equipment, net | |
$ | 6,954 | | |
$ | 7,734 | |
Depreciation expense for
the three months ended June 30, 2024 and 2023 was $0.4 million and $0.5 million, respectively, and $0.8 and $0.9 million for the six months
ended June 30, 2024 and 2023, respectively. Depreciation expense is recorded within general and administrative, selling and marketing,
and research and development depending on the nature of the related property and equipment.
Construction in Progress
(“CIP”) includes all direct and indirect costs related to the construction, development, or acquisition of tangible property
and equipment that is not yet ready for use. All costs incurred during the construction phase are accumulated in the CIP account. Costs
remain in the CIP account until the asset is substantially complete and ready for its intended use. Once the asset is ready for use, the
total accumulated costs are transferred from the CIP account to the appropriate property and equipment account. The asset is then depreciated
over its estimated useful life from the date it is placed into service. CIP is reviewed regularly to ensure that all costs are accurate
and that the project is progressing as planned. Any indication of impairment is assessed, and if the carrying amount exceeds the recoverable
amount, an impairment loss is recognized.
During the six months ended June 30, 2024, the
Company sold property and equipment with a cost basis of $2,000 in exchange for proceeds of $11,000, resulting in a gain of $9,000. During
the three and six months ended June 30, 2024, the Company retired certain fully depreciated property and equipment which had an original
cost of $544,000.
During the year ended December 31, 2023, the Company
sold property and equipment in exchange for proceeds of $105,000, resulting in a gain of $144,000. During the year ended December 31,
2023, the Company retired certain fully depreciated property and equipment which had an original cost of $444,000.
Other Non-Current Assets
Other non-current assets consists only of security
deposits as of June 30, 2024 and December 31, 2023.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities
consisted of the following as of June 30, 2024 and December 31, 2023:
(In thousands) | |
June 30,
2024 | | |
December 31,
2023 | |
Sales tax payable (1) | |
$ | 4,848 | | |
$ | 5,338 | |
Accrued construction costs | |
| 1,312 | | |
| 1,412 | |
Accrued professional fees | |
| 402 | | |
| 457 | |
Accrued warranty expenses | |
| 316 | | |
| 420 | |
Compensation related fees | |
| 304 | | |
| 474 | |
Accrued consulting fees | |
| 210 | | |
| 43 | |
Accrued inventory purchases | |
| 14 | | |
| 10 | |
Accrued interest expense | |
| 4 | | |
| 321 | |
Accrued acquisition liabilities | |
| — | | |
| 2,180 | |
Total accrued expenses and other current liabilities | |
$ | 7,410 | | |
$ | 10,655 | |
Accrued acquisition liabilities
Resulting from the 2021 acquisitions
of Precision Extraction Newco, LLC (“Precision”) and Cascade Sciences, LLC (“Cascade”) from Sinclair Scientific, LLC
(“Sinclair”), the Company withheld from the transaction shares issuable to Precision and Cascade for the purpose of securing
any post-closing adjustment owed to the Company and any claim for indemnification or payment of damages to which the Company may be entitled
under the purchase agreement. The accrued acquisition liabilities as of December 31, 2023 represent the value of this held back Common
Stock at the price per share at the time of the transaction.
On June 15, 2023, the Company
and its wholly-owned subsidiary, Precision, filed an Amended Verified Complaint in the Court of Chancery of the State of Delaware against
Sinclair and certain individual defendants (the “Delaware Action”). The claims filed in the Delaware Action concern various
breaches of the Plan of Merger and Equity Purchase Agreement dated September 29, 2021, by and between the Company, Sinclair, Mass2Media,
LLC, and certain of their members (the “Merger Agreement”). In response to the Delaware Action, certain of the defendants
filed counterclaims for breach of contract and declaratory judgment against the Company and Precision alleging breach of the Merger Agreement.
Pursuant to a Settlement and Release Agreement, dated December 14, 2023, the Company and Sinclair dismissed all legal claims and entered
into a settlement for an undisclosed amount. As a result of this settlement, the Company derecognized the accrued acquisition liability
and issued the held back Common Stock in the first quarter of 2024 at Agrify’s price per share at the time of issuance. The difference
between the value of the shares at issuance and the derecognized liabilities was recorded as a gain within change in contingent consideration
within the Company’s condensed and consolidated statement of operations for the three months ended March 31, 2024.
Note 4 — Fair Value Measures
Fair Values of Assets and Liabilities
In accordance with ASC Topic
820, Fair Value Measurement, the Company measures fair value at the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the assumptions
that market participants would use in pricing an asset or liability (the inputs) are based on a tiered fair value hierarchy consisting
of three levels, as follows:
Level 1: Observable inputs such as quoted prices
for identical assets or liabilities in active markets.
Level 2: Other inputs that are observable directly
or indirectly, such as quoted prices for similar instruments in active markets or for similar markets that are not active.
Level 3: Unobservable inputs for which there
is little or no market data which require the Company to develop its own assumptions about how market participants would price the
asset or liability.
Valuation techniques for
assets and liabilities include methodologies such as the market approach, the income approach or the cost approach, and may use unobservable
inputs such as projections, estimates and management’s interpretation of current market data. These unobservable inputs are only
utilized to the extent that observable inputs are not available or cost-effective to obtain.
At June 30, 2024 and December
31, 2023, the Company’s assets and liabilities measured at fair value on a recurring basis were as follow:
| |
June 30, 2024 | | |
December 31, 2023 | |
| |
Fair Value Measurements Using Input Types | | |
Fair Value Measurements Using Input Types | |
(In thousands) | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Money market funds | |
$ | 4 | | |
$ | — | | |
$ | — | | |
$ | 4 | | |
$ | 4 | | |
$ | — | | |
$ | — | | |
$ | 4 | |
Total assets | |
$ | 4 | | |
$ | — | | |
$ | — | | |
$ | 4 | | |
$ | 4 | | |
$ | — | | |
$ | — | | |
$ | 4 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Warrant liabilities - January 2022 warrants | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 1 | | |
$ | 1 | |
Warrant liabilities - March 2022 warrants | |
| — | | |
| — | | |
| 1 | | |
| 1 | | |
| — | | |
| — | | |
| 7 | | |
| 7 | |
Warrant liabilities - August 2022 warrants | |
| — | | |
| — | | |
| 3 | | |
| 3 | | |
| — | | |
| — | | |
| 18 | | |
| 18 | |
Warrant liabilities - December 2022 warrants | |
| — | | |
| — | | |
| 499 | | |
| 499 | | |
| — | | |
| — | | |
| 1,264 | | |
| 1,264 | |
Total liabilities | |
$ | — | | |
$ | — | | |
$ | 503 | | |
$ | 503 | | |
$ | — | | |
$ | — | | |
$ | 1,290 | | |
$ | 1,290 | |
Fair Value of Financial Instruments
The Company has certain financial
instruments which consist of cash and cash equivalents, marketable securities, accounts receivable, loans receivable, accounts payable,
accrued expenses, contingent consideration, operating lease liabilities, long-term debt, related party debt, and warrant liabilities.
Fair value information for each of these instruments as well as other balances of the Company are as follows:
| ● | Cash and cash equivalents, accounts receivable, accounts
payable, and accrued expenses approximate their fair value based on the short-term nature of these instruments. |
| ● | Marketable securities classified as current held-to-maturity
securities are recorded at amortized cost, which at June 30, 2024 and December 31, 2023, approximated fair value. |
| ● | Loans receivable are presented net of an allowance for estimated
credit losses, which approximates fair value. |
| ● | The Company’s contingent consideration was recorded in
connection with acquisitions during the years ended December 31, 2021 and 2022 using an estimated fair value discount at the time
of the transactions. As of December 31, 2023, the carrying value of the deferred consideration approximated fair value. |
| ● | The carrying value of lease liabilities approximates fair
value due to the implicit discount rates used in the determination of the lease liabilities being consistent with the Company’s
incremental borrowing rates at the time of lease inception and accounting for the duration of the leases. |
| ● | Long-term debt and related party debt, including the debt
that has undergone troubled debt restructuring, is carried at amortized cost, dictated by the prevailing market interest rates at the
time of each transaction in accordance with ASC 470, Debt. |
| ● | The Company’s warrant liabilities are marked-to-market
each reporting period with the changes in fair value of warrant liabilities recorded in other income (expense), net in the accompanying
unaudited condensed consolidated statements of operations until the warrants are exercised. The fair value of the warrant liabilities
are estimated using a Black-Scholes option-pricing model. |
| ● | As detailed in Note 9 - Stockholders’ Equity (Deficit), during
the three months ended June 30, 2024, Company issued prefunded warrants to a related party. These liability classified warrants were
recorded at fair value upon issuance. Through an amendment executed as of June 30, 2024, the warrants met the requirements for equity
classification and were marked to fair value as of that date. The warrants will not be marked to fair value on a recurring basis. |
Marketable Securities
As of June 30, 2024 and December 31, 2023, the
Company held investments in money market funds. They are valued using quoted market prices in active markets and are classified under
Level 1 within the fair value hierarchy.
The fair value of the Company’s money market
funds as of June 30, 2024 and December 31, 2023 amounted to $4 thousand for both periods, respectively.
Warrant Liabilities
The estimated fair value
of the warrant liabilities on June 30, 2024 and December 31, 2023 is determined using Level 3 inputs. Inherent in a Black-Scholes option-pricing
model are assumptions used in calculating the estimated fair values that represent the Company’s best estimate. The volatility rate
is determined utilizing the Company’s own share price and the share price of competitors over time.
However, inherent uncertainties
are involved. If factors or assumptions change, the estimated fair values could be materially different.
The following table summarizes
the Company’s assumptions used in the valuations as of June 30, 2024 and December 31, 2023:
| |
January
2022
Warrants | | |
March
2022
Warrants | | |
August
2022
Warrants | | |
December
2022
Warrants | | |
January
2022
Warrants | | |
March
2022
Warrants | | |
August
2022
Warrants | | |
December
2022
Warrants | |
| |
June 30, 2024 | | |
December 31, 2023 | |
Stock price | |
$ | 0.45 | | |
$ | 0.45 | | |
$ | 0.45 | | |
$ | 0.45 | | |
$ | 1.26 | | |
$ | 1.26 | | |
$ | 1.26 | | |
$ | 1.26 | |
Exercise price | |
$ | 1,496 | | |
$ | 430 | | |
$ | 246 | | |
$ | 0.38 | | |
$ | 1,496 | | |
$ | 430 | | |
$ | 246 | | |
$ | 3.45 | |
Expected term (in Years) | |
| 3.07 | | |
| 3.63 | | |
| 3.63 | | |
| 3.63 | | |
| 3.57 | | |
| 4.13 | | |
| 4.13 | | |
| 4.13 | |
Volatility | |
| 137.00 | % | |
| 137.00 | % | |
| 137.00 | % | |
| 137.00 | % | |
| 138.00 | % | |
| 136.00 | % | |
| 136.00 | % | |
| 136.00 | % |
Discount rate - treasury yield | |
| 4.51 | % | |
| 4.46 | % | |
| 4.46 | % | |
| 4.46 | % | |
| 3.96 | % | |
| 3.91 | % | |
| 3.91 | % | |
| 3.91 | % |
The following table sets forth a summary of the
changes in the fair value of the Level 3 warrant liabilities for the six months ended June 30, 2024 and for the year ended December 31,
2023:
(In thousands) | |
Six months
ended
June 30,
2024 | | |
For the year
ended
December 31,
2023 | |
Warrant liabilities – beginning of period | |
$ | 1,290 | | |
$ | 5,985 | |
Initial fair value of issued warrant liabilities | |
| 5,599 | | |
| — | |
Reclassification of warrant liabilities to equity | |
| (6,791 | ) | |
| — | |
Change in estimated fair value | |
| 404 | | |
| (4,695 | ) |
Warrant liabilities –end of period | |
$ | 503 | | |
$ | 1,290 | |
Note 5 — Loans Receivable
A portion of the capital
raised from the Company’s IPO was allocated to launch the Company’s TTK Solution program. The TTK Solution is the industry’s
first-of-its-kind program in which the Company engages with qualified cannabis operators in the early phases of their business plans and
provides critical support, typically over a 10-year period, which includes: access to capital for construction costs, the design and build-out
of their cultivation and extraction facilities, state-of-the-art cultivation and extraction equipment, subscription to the Company’s
Agrify Insights™, process design, training, implementation, proven grow recipes, product formulations, data analytics, and consumer
branding.
The breakdown of loans receivable
by customer as of June 30, 2024 and December 31, 2023 were as follows:
(In thousands) | |
June 30,
2024 | | |
December 31,
2023 | |
Customer 139 | |
$ | 14,361 | | |
$ | 14,691 | |
Customer 125 | |
| 9,297 | | |
| 9,297 | |
Customer 24096 | |
| 6,810 | | |
| 6,810 | |
Allowance for credit losses | |
| (18,885 | ) | |
| (19,215 | ) |
Total loan receivable, net of allowance for credit losses | |
| 11,583 | | |
| 11,583 | |
Less: current portion | |
| (1,295 | ) | |
| — | |
Total loan receivable, net of current | |
$ | 10,288 | | |
$ | 11,583 | |
Bud & Mary’s Cultivation, Inc. (“Bud
& Mary’s”) - Customer 139
The initial payment date
on the loan receivable from Bud & Mary’s is the first business day of the first full month following the commencement of commercial
products sales and the maturity date is 24 months from the initial payment date. The interest rate is 16% per annum.
In Q3 2022, the Company became
aware that Bud & Mary’s was not in compliance with all debt covenants as defined in the loan agreement which resulted in the Company
issuing a loan acceleration letter to Bud & Mary’s on September 15, 2022, demanding full repayment of the construction loan under
the loan agreement dated May 12, 2021. Consequently, the Company established a reserve of $14.7 million specifically related to Bud &
Mary’s. As of June 30, 2024 the allowance related to Bud & Mary’s was reduced to $14.4 million, reflecting a recovery of allowance
for credit losses resulting from a loan repayment of $330 thousand that was previously included in the allowance.
Hannah Industries (“Hannah”) -
Customer 125
As of December 31, 2022,
the Company was unable to provide additional financing to Hannah Industries under the TTK Solution program to complete the build out and
development of Hannah’s cultivation business. As a result, the Company concluded that the existing receivable due from Hannah was impaired
as of this date. Given the uncertainty around the customer’s ability to repay the outstanding balance of the loan as well as the absence
of value attributed to any collateral from Hannah, an allowance for credit losses was recognized for 50% of the total outstanding receivable
balance as of December 31, 2022. The Company recognized an allowance for credit losses related to the Hannah loan receivable in the amount
of $4.5 million as of December 31, 2022. In October 2023, the Company remitted an additional $250 thousand to Hannah under the TTK Solution
program, on which an allowance was not recorded. Therefore the allowance on the Hannah loan remains at $4.5 million as of June 30, 2024.
Once the project is completed,
the customer will begin making monthly payments based on the harvest.
Nevada Holistics (“Tree house”)
- Customer 24096
As of June 2024, Nevada Holistics
has a current balance of $1,295 due in relation to the TTK loan. The project went live in Q2 2023. After the 90 day period for the first
harvest, the customer was given an additional 6-month grace period which ended in Q1 2024. Upon completion of this grace period, the Company
began invoicing the customer each month for a portion of the outstanding loan balance. The borrower began making monthly payments in Q2
2024 based on what is produced through harvests. Monthly payments are calculated based off of the Production Success Fees (‘PSF”)
generated from each harvest. Upon issuance of each invoice, that portion of the loan is reclassified into loan receivable, current on
the unaudited condensed consolidated balance sheets.
Note 6 — Inventory
Inventories are stated at
the lower of cost or net realizable value, with cost principally determined by the weighted-average cost method on a first-in, first-out
basis. Such costs include the acquisition cost for raw materials and operating supplies. The Company’s standard payment terms with
suppliers may require making payments in advance of delivery of the Company’s products. The Company’s prepaid inventory is
applied to the purchase of products once they are delivered.
Inventory consisted of the following as of June
30, 2024 and December 31, 2023:
(In thousands) | |
June 30,
2024 | | |
December 31,
2023 | |
Finished goods | |
$ | 8,320 | | |
$ | 7,438 | |
Inventory for resale | |
| 4,567 | | |
| 4,882 | |
Prepaid inventory | |
| 855 | | |
| 924 | |
Raw materials | |
| 21,192 | | |
| 23,449 | |
Inventory, gross | |
| 34,934 | | |
| 36,693 | |
Inventory reserves | |
| (16,507 | ) | |
| (17,599 | ) |
Total inventory, net | |
$ | 18,427 | | |
$ | 19,094 | |
Inventory Reserves
The Company establishes an
inventory reserve for obsolete, slow moving, and defective inventory. The Company calculates inventory reserves for obsolete, slow moving,
or defective items as the difference between the cost of inventory and its estimated net realizable value. The reserves are based upon
management’s expected method of disposition.
Note 7 – Debt
The Company’s debt consisted of:
(In thousands) | |
June 30,
2024 | | |
December 31,
2023 | |
Related party debt: | |
| | | |
| | |
Consolidated CP Acquisitions Note | |
$ | 4,360 | | |
$ | — | |
2024 CP Acquisitions Notes | |
| 650 | | |
| — | |
CP Acquisitions Junior Secured Note | |
| — | | |
| 3,799 | |
GIC Acquisition Note | |
| — | | |
| 645 | |
Total related party debt | |
| 5,010 | | |
| 4,444 | |
Less: current portion | |
| (732 | ) | |
| (4,444 | ) |
Related party debt, net of current | |
$ | 4,278 | | |
$ | — | |
| |
| | | |
| | |
Long-term debt: | |
| | | |
| | |
PPP Loan | |
$ | 518 | | |
$ | 518 | |
Other notes payable (1) | |
| 67 | | |
| 367 | |
Exchange Note | |
| — | | |
| 6,669 | |
Convertible Note | |
| — | | |
| 7,840 | |
Unamortized debt premium | |
| — | | |
| 1,419 | |
Total long-term debt | |
| 585 | | |
| 16,813 | |
Less: current portion | |
| (582 | ) | |
| (766 | ) |
Long-term debt, net of current | |
$ | 3 | | |
$ | 16,047 | |
Exchange Note
On August 18, 2022, the Company issued a promissory
note with an original principal amount of $35.0 million (the “Exchange Note”) to High Trail Special Situations LLC (the “Original
Lender”). The Exchange Note is a senior secured obligation of the Company and ranks senior to all indebtedness of the Company. The
Exchange Note had an original maturity date of August 18, 2025 (the “Original Maturity Date”) and contains a 9.0% annualized
interest rate, with interest to be paid monthly, in cash, beginning September 1, 2022. The principal amount of the Exchange Note will
be payable on the Original Maturity Date, provided that the Original Lender was entitled to a cash sweep of 20% of the proceeds received
by the Company in connection with any equity financing, which will reduce the outstanding principal amount under the Exchange Note.
On March 8, 2023, the Company
entered into a Securities Exchange Agreement (the “Exchange Agreement”) with the Original Lender. Pursuant to the Exchange
Agreement, at closing the Company will prepaid approximately $10.3 million in principal amount under the Exchange Note and exchanged $10.0
million of the remaining principal balance of the Exchange Note for a new senior secured convertible note (the “Convertible Note”)
with an original principal amount of $10.0 million. After the closing of the Exchange Agreement, the Exchange Note had a remaining balance
of $11.7 million.
Convertible Note
In connection
with the Exchange Agreement the Company issued the Convertible Note, which bears a 9.0% annualized interest rate, with interest to be
paid monthly, in cash, beginning April 1, 2023. The principal amount of the Convertible Note will be payable on the Original Maturity
Date, provided that the Original Lender was entitled to a cash sweep of 30% of the proceeds of any at-the-market equity offering and 20%
of the proceeds received by the Company in connection with any other equity financing, which would reduce the outstanding principal amount
under the Exchange Note or the Convertible Note.
At any time, the Company may
prepay all of the Convertible Note by redemption at a price equal to 102.5% of the then-outstanding principal amount under the Convertible
Note plus accrued but unpaid interest. The Original Lender had the option of requiring the Company to redeem the Convertible Note (i)
on August 19, 2023 or August 19, 2024 at a price equal to the then-outstanding principal amount under the Convertible Note plus accrued
but unpaid interest, provided that the redemption right on August 19, 2023 will not be exercisable if the Company raises at least $8.0
million in gross proceeds from equity offerings prior to such date, or (ii) if the Company undergoes a fundamental change (as defined
below) at a price equal to 102.5% of the then-outstanding principal amount under the Convertible Note plus accrued but unpaid interest.
The Convertible Note imposed
certain customary affirmative and negative covenants upon the Company, as well as covenants that will (i) restrict the Company and its
subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, (ii) restrict the ability
of the Company and its subsidiaries from making certain investments, subject to specified exceptions, and (iii) restrict the declaration
of any dividends or other distributions, subject to specified exceptions. If an event of default under the Convertible Note occurs, the
Original Lender can elect to redeem the Convertible Note for cash equal to (A) 115% of the then-outstanding principal amount of the Convertible
Note (or such lesser principal amount accelerated by the Original Lender), plus accrued and unpaid interest, including default interest,
which accrues at a rate per annum equal to 15% from the date of a default or event of default, or, only in connection with certain events
of default, (B) the greater of the amount under clause (A) or the sum of (i) 115% of the product of (a) the conversion rate in effect
as of the trading day immediately preceding the date that the Original Lender delivers a notice of acceleration; (b) the total then outstanding
principal amount under the Convertible Note (in thousands); and (c) the greater of (1) the highest daily volume weighted average price
(“VWAP”) per share of Common Stock occurring during the fifteen consecutive trading days ending on, and including, the trading
day immediately before the date the Original Lender delivers such notice and (2) the highest daily VWAP per share of Common Stock occurring
during the fifteen consecutive trading days ending on, and including, the trading immediately before the date the applicable event of
default occurred and (ii) the accrued and unpaid interest on the Convertible Note.
Until the date the Convertible
Note is fully repaid, the Original Lender had, subject to certain exceptions, the right to participate for up to 30% of any offering of
debt, equity (other than an offering of solely Common Stock), or equity-linked securities, including without limitation any debt, preferred
stock or other instrument or security, of the Company or its subsidiaries.
If the Original Lender elected
to convert the Convertible Note, the conversion price per share would be $7.64, subject to customary adjustments for certain corporate
events. The conversion of the Convertible Note will be subject to certain customary conditions. The Convertible Note may not be converted
into shares of Common Stock if such conversion would result in the Original Lender and its affiliates owning an aggregate of in excess
of 4.99% of the then-outstanding shares of Common Stock, provided that upon 61 days’ notice, such ownership limitation may be adjusted
by the Original Lender, but in any case, to no greater than 9.99%.
The
Company evaluated the embedded features in accordance with ASC 815-15-25 and determined that the embedded features are not required to
be bifurcated and separately measured at fair value.
On April 26, 2023, the Original
Lender elected to convert $1.6 million of the remaining outstanding principal amount on the Convertible Note for 153,617 shares of Common
Stock of the Company.
On May 1, 2023, the Company entered into a letter
agreement with the Original Lender (the “Letter Agreement”), pursuant to which the Company and the Original Lender agreed
to exchange or redeem $2.0 million of the remaining outstanding principal amount under the Exchange Note for a total of 445,196 shares
of Common Stock of the Company, subject to a Beneficial Ownership Limitation of 4.99% of the Company’s Common Stock. Due to the
Beneficial Ownership Limitation of 4.99%, a total of 69,568 shares of Common Stock of the Company were issued to the Original Lender,
with the remaining 375,629 shares held in abeyance until the balance (or portion thereof) may be issued in compliance with such limitations.
As a result, the Company recognized a loss on the redemption of approximately $12,000.
CP Acquisitions Junior Secured Note
On October 27, 2023, CP Acquisitions
LLC (the “New Lender” or “CP”), an entity affiliated with and controlled by the Company’s Chief Executive
Officer, purchased the Exchange Note and the Convertible Note from the Original Lender (the “Note Purchase”). In connection
with the Note Purchase, the New Lender has agreed to waive any events of default under the acquired notes through December 31, 2023. As
part of the same transaction, the Company issued a junior secured promissory note (the “Junior Secured Note”) to the New Lender.
Pursuant to the Junior Secured Note, the New Lender will lend up to $3.0 million to the Company. The Junior Secured Note bears interest
at a rate of 10% per annum, will mature in full on December 31, 2023, and may be prepaid without any fee or penalty. On December 4, 2023,
the New Lender and the Company amended and restated the Junior Secured Note agreement. Pursuant to the terms of the amendment, the maximum
principal amount that may be loaned by CP to the Company was increased to $4.0 million and extended the maturity date thereon to December
31, 2024.
Convertible Note Forgiveness
On November 30, 2023, the
New Lender agreed to forgive $1.0 million of the principal amount outstanding on the Convertible Note (the “Principal Forgiveness”).
The Principal Forgiveness was accounted for as a troubled debt restructuring under ASC 470, as 1) the Company was determined to be experiencing
financial difficulties as defined by the ASC, and 2) the Principal Forgiveness was deemed a concession by the New Lender. Per ASC 470-60-35-5,
a debtor in a troubled debt restructuring involving only modification of terms of a payable (i.e., not involving a transfer of assets
or grant of an equity interest) shall account for the effects of the restructuring prospectively from the time of restructuring and shall
not change the carrying amount of the payable at the time of the restructuring unless the carrying amount exceeds the total future cash
payments specified by the new terms. As the future undiscounted cash flows were greater than or equal to the net carrying value of the
original debt, the carrying amount of the debt at the time of the restructuring was not changed.
Consolidated CP Acquisitions Note
On January 25, 2024, the Company
and the New Lender consolidated the outstanding principal and interest due under the Junior Secured Note and the Exchange Note as well
as the interest due under the Convertible Note into the Convertible Note (collectively, with the Junior Secured Note and the Exchange
Note, the “Consolidated Notes”), and amended and restated the Convertible Note under a Senior Secured Amended, Restated, and
Consolidated Convertible Note agreement (the “Restated Note”) having a total outstanding principal of $18,717,973 (the “New
Lender Debt Consolidation”). The Restated Note bears interest at a rate of 10% per annum and will mature in full on December 31,
2025. The Company may redeem all or a portion not less than $5.0 million of principal at any time at a price equal to 102.5% of the redeemed
principal amount plus accrued but unpaid interest.
The Restated Note imposes
certain customary affirmative and negative covenants upon the Company, as well as covenants that will (i) restrict the Company and its
subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, (ii) restrict the ability
of the Company and its subsidiaries from making certain investments, subject to specified exceptions, and (iii) restrict the declaration
of any dividends or other distributions, subject to specified exceptions. If an event of default under the Restricted Note occurs, then
the then outstanding principal and all accrued and unpaid interest on the Restated Note will immediately become due and payable.
If the New Lender elects to
convert the Restated Note, the conversion price per share will be $1.46, subject to customary adjustments for certain corporate events.
The conversion of the Restated Note will be subject to certain customary conditions. The Restated Note may not be converted into shares
of Common Stock if such conversion would result in the New Lender and its affiliates owning an aggregate of in excess of 49.99% of the
then-outstanding shares of Common Stock.
Immediately following the
execution of the Restated Note, the New Lender elected to convert approximately $3.9 million of outstanding principal into an aggregate
of 2,671,633 shares of common stock (the “January Conversion”) having a fair value of approximately $1.7 million. As the January
Conversion was exercised by the New Lender in conjunction and in connection with the Debt Consolidation, the two transactions combined
were considered a modification of the total debt outstanding with the New Lender (the “New Lender Debt Restructuring”).
The New Lender Debt Restructuring
was accounted for as a troubled debt restructuring under ASC 470, as 1) the Company was determined to be experiencing financial difficulties
as defined by the ASC, and 2) the New Lender Debt Restructuring was deemed to result in a concession by the New Lender. The Company performed
a comparison of the undiscounted cash flows associated with the Restructured Note subsequent to the New Lender Debt Restructuring to the
carrying value of the Consolidated Notes as of the New Lender Debt Restructuring date. The net carrying value of the Consolidated Notes
was determined to exceed the undiscounted future cash flows of the Restated Note after consideration of the January Conversion by approximately
$675,000 (the “New Lender Debt Restructuring Excess Carrying Value”). The Restated Note was thus written down to the amount
of the undiscounted future cash flows on the Restated Note from the New Lender Restructuring date to maturity. Further, as the New Lender
is a related party of the Company, the New Lender Debt Restructuring Excess Carrying Value was accounted for as a capital transaction
and no gain or loss was recognized related to the restructuring.
Aggregate interest expense
related to the CP Acquisitions Note described above was $115,821 for the six months ended June 30, 2024.
GIC Acquisition Note
On July 12, 2023, the Board
of Directors of the Company approved the issuance of an unsecured promissory note (the “GIC Note”, and, collectively with
the Consolidated Note, the “Related Party Notes”) in favor of GIC Acquisition, LLC (“GIC”), an entity that is owned
and managed by the Company’s Chairman and Chief Executive Officer. Pursuant to the GIC Note, GIC is obligated to lend up to $0.5
million to the Company, $0.3 million of which was delivered at issuance and the remaining $0.2 million delivered on July 31, 2023. The
GIC Note bears interest at a rate of 10% per annum, will mature in full on August 6, 2023, and may be prepaid without any fee or penalty.
The GIC Note ranks junior to all existing secured indebtedness of the Company. On October 27, 2023, the maturity date of the GIC Note
was subsequently amended to December 31, 2024 at which point principal and accrued interest will be repaid in full. Interest expense incurred
on the GIC Note amounted to $47,652 for the six months ended June 30, 2024.
Amendment of Related Party Notes
On May 21, 2024, the Company
and CP entered into an amendment to the Convertible Note (the “Consolidated Note Amendment”), pursuant to which CP may elect,
in lieu of shares of common stock issuable upon conversion of the Convertible Note, to instead receive pre-funded warrants (“Pre-Funded
Warrants”). The conversion price applicable to the Pre-Funded Warrants will remain unchanged at $1.46.
Immediately following the
execution of the Consolidated Note Amendment, CP elected to convert $11.5 million of outstanding principal into a Pre-Funded Warrant exercisable
at issuance for up to 7,876,712 shares of common stock having a fair value of approximately $2.9 million (the “CP Warrant Conversion”).
On May 21, 2024, GIC and the
Company amended and restated the GIC Note (the “Restated GIC Note”, and, collectively with the Consolidated Note Amendment,
the “Related Party Debt Amendments”) to increase the aggregate principal amount to approximately $2.29 million, extend the maturity
date to December 31, 2025, and provide that the Junior Note may be converted into common stock of the Company or, at GIC’s election,
Pre-Funded Warrants, in each case at a conversion price of $0.31.
Immediately following the
execution of the Restated GIC Note, GIC elected to convert all of the outstanding principal under the Restated Junior Note into a Pre-Funded
Warrant exercisable at issuance for up to 7,383,053 shares of common stock having a fair value of approximately $2.7 million (the “GIC
Warrant Conversion”, and, collectively with the CP Warrant Conversion, the “Related Party Warrant Conversions”).
As the Related Party Warrant
Conversions were exercised in connection with the Related Party Debt Amendments by CP and GIC, related party lenders under common control
(the “Related Party Lenders”), the transactions combined were considered a modification of the total debt outstanding with the
related parties (the “Related Party Debt Restructuring”).
The Related Party Debt Restructuring
was accounted for as a troubled debt restructuring under ASC 470, as 1) the Company was determined to be experiencing financial difficulties
as defined by the ASC, and 2) the Related Party Debt Restructuring was deemed to result in a concession by the Related Party Lenders.
The Company performed a comparison of the aggregated undiscounted cash flows associated with the Related Party Notes subsequent to the
Related Party Debt Restructuring to the aggregate carrying value of the Related Party Notes as of the Related Party Debt Restructuring
date. The net carrying value of the Related Party Notes was determined to exceed the undiscounted future cash flows of the Related Party
Notes as modified by the Related Party Debt Restructuring by approximately $10,000,000 (the “Related Party Debt Restructuring Excess
Carrying Value”). The aggregate carrying value of the Related Party Notes was thus written down to the amount of the undiscounted
future cash flows on the Related Party Notes from the Related Party Debt Restructuring date to maturity (the “Restructured Related
Party Debt”). Further, as the Related Party Lenders are related parties of the Company, the Related Party Debt Restructuring Excess
Carrying Value was accounted for as a capital transaction and no gain or loss was recognized related to the restructuring.
The carrying value of the
Restructured Related Party Debt was approximately $4.4 million at June 30, 2024.
CP Acquisition Promissory Notes
On May 31, 2024 and June 12,
2024 the Company issued promissory notes in favor of CP in the principal amount of $250,000 and $400,000, respectively (the “2024
CP Notes”). The notes bear interest at 10% per annum, and will mature on December 31, 2024. Interest expense incurred on the 2024
CP Notes amounted to approximately $4,000 for the six months ended June 30, 2024.
As of June 30, 2024, future minimum principal payments
on all debt positions, excluding accrued interest amounts, were as follows:
Years ending December 31 (In thousands), | |
| |
Remaining 2024 | |
$ | 462 | |
2025 | |
| 4,090 | |
2026 | |
| 1 | |
Total future payments | |
$ | 4,553 | |
Note 8 — Leases
The determination if any
arrangement contained a lease at its inception was done based on whether or not the Company has the right to control the asset during
the contract period. The lease term was determined assuming the exercise of options that were reasonably certain to occur. Leases with
an original lease term of 12 months or less at inception were not reflected in the Company’s condensed consolidated balance sheet
and those lease costs are expensed on a straight-line basis over the respective term. Leases with a term greater than 12 months were reflected
as non-current right-of-use assets and current and non-current lease liabilities in the Company’s condensed consolidated balance
sheets.
As the implicit interest
rate in its leases was generally not known, the Company’s used its incremental borrowing rate as the discount rate for purposes
of determining the present value of its lease liabilities. The Company’s incremental borrowing rate was determined using the interest
rate on a long term debt position entered into at approximately the same time and for the same duration as the lease. At June 30, 2024
and December 31, 2023 the Company’s weighted-average discount rate utilized for its leases was 7.41% and 7.51%, respectively.
The Company had several non-cancelable
finance leases for machinery and equipment. As of June 30, 2024 the Company had no active finance leases.
The Company had several non-cancellable
operating leases for corporate offices, warehouses, showrooms, research and development facilities and vehicles. The Company’s leases
have remaining lease terms of one year to four years, some of which include options to extend. Some leases include payment for communal
area maintenance associated with the property.
During the six months ended
June 30, 2024, one of the Company’s leased assets was sold by the lessor to another counterparty, effectively cancelling the remainder
of the lease with the Company. There were no penalties arising from the cancellation. The Company recognized a gain on early termination
in the amount of $39 thousand, calculated as the difference between the remaining right-of-use asset and lease liability at the time of
termination.
Additional information on the Company’s
operating and financing lease activity was as follows:
| |
Three months ended
June 30, | | |
Six months ended
June 30, | |
(In thousands) | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Operating lease cost | |
$ | 116 | | |
$ | 248 | | |
$ | 246 | | |
$ | 504 | |
Finance lease cost: | |
| | | |
| | | |
| | | |
| | |
Amortization of right-of-use assets | |
| — | | |
| 46 | | |
| — | | |
| 91 | |
Interest on lease liabilities | |
| — | | |
| 5 | | |
| — | | |
| 11 | |
Total lease cost | |
$ | 116 | | |
$ | 299 | | |
$ | 246 | | |
$ | 606 | |
| | June 30, 2024 | | | December 31, 2023 | |
Weighted-average remaining lease term – operating leases | | | 2.68 years | | | | 3.09 years | |
Weighted-average remaining lease term – finance leases | | | — | | | | — | |
Weighted-average discount rate – operating leases | | | 7.41 | % | | | 7.51 | % |
Weighted-average discount rate – finance leases | | | — | % | | | — | % |
(In thousands) | | Balance Sheet
Location | | June 30, 2024 | | | December 31, 2023 | |
Assets | | | | | | | | | | |
Right-of-use assets, net | | Right-of-use, net | | $ | 1,333 | | | $ | 1,803 | |
Total lease assets | | | | $ | 1,333 | | | $ | 1,803 | |
| | | | | | | | | | |
Liabilities | | | | | | | | | | |
Operating lease liabilities, current | | Operating lease liabilities, current | | $ | 539 | | | $ | 599 | |
Operating lease liabilities, non-current | | Operating lease liabilities, non-current | | | 960 | | | | 1,394 | |
Total operating lease liabilities | | | | $ | 1,499 | | | $ | 1,993 | |
Maturities of operating lease liabilities as of
June 30, 2024 are as follows:
Years ending December 31 (In thousands), | |
Operating
lease | |
Remaining 2024 | |
$ | 315 | |
2025 | |
| 641 | |
2026 | |
| 497 | |
2027 | |
| 202 | |
Total minimum lease payments | |
| 1,655 | |
Less discount | |
| (156 | ) |
Total lease liabilities | |
$ | 1,499 | |
Note 9 — Stockholders’ Equity (Deficit)
Public Offerings
On February 27, 2024, the
Company entered into a placement agency agreement (the “Agency Agreement”) with Alexander Capital, LP as placement agent (the
“Placement Agent”), pursuant to which the Company agreed to issue and sell an aggregate of 2,760,000 shares of its common
stock, and, in lieu of common stock to certain investors that so chose, pre-funded warrants to purchase 3,963,684 shares of its common
stock (the “S-1 Offering”). The public offering price for each share of common stock is $0.38, and the offering price for
each Pre-Funded Warrant is $0.379, which equals the public offering price per share of the common stock, less the $0.001 per share exercise
price of each Pre-Funded Warrant.
The Company issued 67,237
warrants to purchase common stock to Alexander Capital, L.P., referred to as the Placement Agents Warrants above. The warrants were classified
as equity warrants and recorded under additional paid-in capital in the condensed consolidated balance sheets. The warrants have a five-year
term and exercise price of 100% of the offering price, and are subject to adjustment for stock splits, reverse stock splits, stock dividends,
and similar transactions. The warrants will be exercisable on a cash basis, unless there is not an effective registration statement covering
the issuance of the shares issuable upon exercise of the warrants or if shareholder approval for the full exercise of the warrants are
not received, in which case the Modified Warrant will also be exercisable on a cashless exercise basis at Alexander Capital election.
The measurement of fair value
of the Alexander Capital Warrants were determined utilizing a Black-Scholes model considering all relevant assumptions current at the
date of issuance (i.e., share price of $0.52, exercise price of $0.38, term of five years, volatility of 128%, risk-free rate of 4.32%,
and expected dividend rate of 0%). The grant date fair value of these Alexander Capital Warrants was estimated to be $31,000 on February
27, 2024 and is reflected within additional paid-in capital as of June 30, 2024.
Related Party Warrant Issuance
On May 21, 2024, in connection
with the Consolidated Note Amendment, the Company issued 7,383,053 and 7,876,712 prefunded warrants to GIC Acquisitions and CP Acquisition
(the “Pre-Funded Warrants”), respectively, in exchange of notes payable amounting approximately to $2.29 million and $11.5 million,
respectively. The Pre-Funded Warrants can be used to purchase Company’s common stocks with par value of $0.001 at an exercise price
of $0.001. The Pre-Funded Warrants have been identified as freestanding financial instruments and were determined not to be indexed to
the Company’s own stock. Accordingly, the Warrants are precluded from being classified within equity and classified as a liability
with subsequent changes in fair value recognized each reporting period in earnings. The fair value of the Pre-Funded Warrants on the issuance
date was $5,600,334 determined as the intrinsic value.
On June 30, 2024, the Company
executed an amendment to the Pre-funded Warrants, pursuant to which the Company revised certain provisions of the Pre-funded Warrants
to (i) remove the adjustment to the exercise price of the Pre-funded Warrants when there is a bona fide equity financing with the primary
purpose of raising capital and (ii) increase the threshold for a change of control from 50% to greater than 50%. The classification of
the Pre-funded Warrants was reassessed upon the modification and the Pre-funded Warrants were determined to meet all of the additional
requirements for equity classification. Accordingly, as of June 30, 2024, the Company remeasured the Pre-funded Warrants to its fair value
immediately prior to the modification and recognized the change in fair value of approximately $1.2 million in earnings. The Company then
reclassified the Pre-funded Warrant liability to stockholders’ equity at its post-modification fair value of $6.8 million.
Note 10 — Stock-Based
Compensation and Employee Benefit Plans
2022 Omnibus Equity Incentive Plan
On April 29, 2022, the Company’s
Board of Directors, and on June 8, 2022, the Company’s stockholders, adopted and approved the 2022 Omnibus Equity Incentive Plan
(the “2022 Plan”), which provides for the grant of stock options, stock appreciation right awards, performance share awards,
restricted stock awards, restricted stock unit awards, other stock-based awards and cash-based awards. The aggregate number of shares
of Common Stock that may be reserved and available for grant and issuance under the 2022 Plan is 26,483 shares and 250,000 additional
shares issued upon approval by the Board of Directors on January 8, 2024. Shares will be deemed to have been issued under the 2022 Plan
solely to the extent actually issued and delivered pursuant to an award. The 2022 Plan shall continue in effect, unless sooner terminated,
until the tenth anniversary of the date on which it is adopted by the Board of Directors. As of June 30, 2024, there were 58,158 shares
of Common Stock available to be granted under the Company’s 2022 Plan.
The Company’s stock
compensation expense was $0.1 million and $0.8 million for the three months ended June 30,
2024 and 2023, respectively. The Company’s stock
compensation expense was 0.6 million and $1.6 million for the six months ended June
30, 2024 and 2023, respectively.
Stock Options
For the six months ended
June 30, 2024, there were no options granted or exercised under the Company’s stock option plans. For the same period, there were
284 options expired with a weighted average exercise price of $818.75. There were 10,026 and 10,310 options outstanding with a weighted
average exercise price of $1,616.74 and $1,595.92 as of June 30, 2024 and December 31, 2023, respectively. There were 9,950 options vested
and exercisable with a weighted average exercise price of $1,618.01 as of June 30, 2024. There were 10,026 options vested and expected
to vest with a weighted average exercise price of $1,616.74 as of June 30, 2024
As of June 30, 2024, total
unrecognized compensation expense related to unvested options was $53,000, which is expected to be recognized over a weighted average
period of 0.52 years.
The following table summarizes information about
options vested and exercisable at June 30, 2024:
| | | Options Vested and Exercisable | |
Price ($) | | | Number of Options | | | Weighted-Average Remaining Contractual Life (Years) | | | Weighted-Average
Exercise
Price
| |
$ | 456.00 | | | | 2,756 | | | | 5.96 | | | $ | 456.00 | |
$ | 972.00 | | | | 2,723 | | | | 6.40 | | | $ | 972.00 | |
$ | 1,840.00 | | | | 201 | | | | 7.61 | | | $ | 1,840.00 | |
$ | 2,768.00 | | | | 4,220 | | | | 6.73 | | | $ | 2,768.00 | |
$ | 2,898.00 | | | | 50 | | | | 6.73 | | | $ | 2,898.00 | |
The following table summarizes information about
options vested and expected to vest after June 30, 2024:
| | | Options Vested and Expected to Vest | |
Price ($) | | | Number of Options | | | Weighted-Average Remaining Contractual Life (Years) | | | Weighted-Average
Exercise
Price | |
$ | 456.00 | | | | 2,769 | | | | 5.94 | | | $ | 456.00 | |
$ | 972.00 | | | | 2,736 | | | | 6.40 | | | $ | 972.00 | |
$ | 1,536.00 | | | | 1 | | | | 0.00 | | | $ | 1,536.00 | |
$ | 1,840.00 | | | | 250 | | | | 7.61 | | | $ | 1,840.00 | |
$ | 2,768.00 | | | | 4,220 | | | | 6.73 | | | $ | 2,768.00 | |
$ | 2,898.00 | | | | 50 | | | | 6.73 | | | $ | 2,898.00 | |
Restricted Stock Units
The following table presents restricted stock
unit activity for the six months ended June 30, 2024:
| |
Number of
Shares | | |
Weighted-
Average
Grant Date
Fair
Value | |
Unvested at December 31, 2023 | |
| 2,136 | | |
$ | 230.80 | |
Granted | |
| 201,938 | | |
$ | 0.76 | |
Vested | |
| (201,955 | ) | |
$ | 0.79 | |
Forfeited | |
| (292 | ) | |
$ | 82.20 | |
Unvested at June 30, 2024 | |
| 1,827 | | |
$ | 251.89 | |
As of June 30, 2024, total
unrecognized compensation expense related to unvested restricted stock units was $254,000, which is expected to be recognized over a weighted
average period of 1.16 years.
Note 11 — Stock Warrants
The following tables present all warrant activity
of the Company for the three months ended June 30, 2024:
| |
Number of
Warrants | | |
Weighted-
Average
Exercise Price | |
Warrants outstanding at December 31, 2023 | |
| 5,380,299 | | |
$ | 10.83 | |
Granted | |
| 19,290,686 | | |
$ | 0.01 | |
Exercised | |
| (7,095,901 | ) | |
$ | — | |
Forfeited | |
| (3,081 | ) | |
$ | — | |
Warrants outstanding at June 30, 2024 | |
| 17,572,003 | | |
$ | 3.25 | |
The Company received proceeds from the exercise of prefunded warrants
of $4,000 for the six months ended June 30, 2024.
Note 12 — Income Taxes
The Company’s effective
income tax rates were both 0% for the three and six months ended June 30, 2024 and 2023, respectively. There were no provision for
(benefit from) income taxes for the three and six months ended June 30, 2024 and 2023, respectively. There is no difference between the
Company’s effective tax rates for the 2024 and 2023 periods. There was no change in the provision for (benefit from) income taxes
for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023.
Note 13 — Net (Loss) Income Per
Share
Net (loss) income per share
calculations for all periods have been adjusted to reflect the Company’s reverse stock splits. Net (loss) income per share was calculated
based on the weighted-average number of the Company’s Common Stock outstanding.
Basic net (loss) income per
share is calculated using the weighted-average number of Common Stock outstanding during the periods. Diluted net loss per share is computed
by giving effect to all potential shares of Common Stock, including convertible notes, outstanding stock options, stock related to unvested
restricted stock units, and outstanding warrants to the extent dilutive. Net loss per share, assuming dilution, is equal to basic net
loss per share for the three months ended June 30, 2024 and 2023 and six months ended June 30, 2023 because the effect of dilutive securities
outstanding during the periods, including convertible notes, options, restricted stock units and warrants computed using the treasury
stock method, is anti-dilutive.
The components of basic and diluted net loss per
share were as follows:
| |
Three months ended June 30, | | |
Six months ended June 30, | |
(In thousands, except share and per share data) | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Numerator: | |
| | |
| | |
| | |
| |
Numerator for basic EPS - net (loss) income available for common stockholders | |
$ | (2,972 | ) | |
$ | (6,805 | ) | |
$ | 1,264 | | |
$ | (17,132 | ) |
Effect of dilutive securities: | |
| | | |
| | | |
| | | |
| | |
Interest expense on convertible notes | |
| — | | |
| — | | |
| 520 | | |
| — | |
Numerator for diluted EPS - net (loss) income available to common stockholders after assumed conversions | |
$ | (2,972 | ) | |
$ | (6,805 | ) | |
$ | 1,784 | | |
$ | (17,132 | ) |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Denominator for basic EPS - weighted-average common stock outstanding | |
| 20,812,678 | | |
| 1,549,669 | | |
| 14,853,454 | | |
| 1,312,299 | |
Effect of dilutive securities: | |
| | | |
| | | |
| | | |
| | |
Conversion of convertible notes | |
| — | | |
| — | | |
| 14,917,585 | | |
| — | |
Denominator for diluted EPS - adjusted weighted-average common stock outstanding and assumed conversions | |
| 20,812,678 | | |
| 1,549,669 | | |
| 29,771,039 | | |
| 1,312,299 | |
Basic net loss (income) per share attributable to common stockholders | |
$ | (0.14 | ) | |
$ | (4.39 | ) | |
$ | 0.09 | | |
$ | (13.05 | ) |
Diluted net loss (income) per share attributable to common stockholders | |
$ | (0.14 | ) | |
$ | (4.39 | ) | |
$ | 0.06 | | |
$ | (13.05 | ) |
As
of June 30, 2024, the Company had convertible notes outstanding with a principal balance of approximately $3.3 million convertible into
2,644,632 shares of Common Stock. During the six months ended June 30, 2024, the Company also converted a portion of the convertible notes
into 2,671,633 shares of Common Stock and 15,259,765 Pre-funded Warrants to purchase shares of Common Stock. Given the nominal exercise
price of the Company’s issuance of Pre-funded Warrants, such Pre-funded Warrants are included in in the calculation of basic net
(loss) income per share and weighted for the period outstanding from issuance to June 30, 2024. The exercise price per warrant is deemed
non-substantive when compared to the fair value of the underlying common shares. In determination of the denominator for diluted EPS for
the six months ended June 30, 2024, the Company assumed conversion of the 2,671,633 shares of Common Stock and the 15,259,765 Pre-funded
Warrants as of the beginning of the period, January 1, 2024, eliminating the weighting of the shares and warrants from issuance to June
30, 2024. The Company also included in the denominator for diluted EPS for the six months ended June 30, 2024, the assumed conversion
of 2,644,632 shares of Common Stock related to the convertible notes.
For each of the periods
presented, the Company’s potential dilutive securities, which include stock options, restricted stock units, and warrants,
have been excluded from the computation of basic and diluted net (loss) income per share with the exception of the Pre-funded
Warrants, or penny warrants, which are included in the computation, as detailed above. The weighted-average number of Common Shares
outstanding used to calculate both basic and diluted net loss per share attributable to Common Stockholders is the same for the three months ended June 30, 2024 and 2023 and the six months ended June 30, 2023. The
Company excluded the following potential Common Stock equivalents presented based on amounts outstanding at each period end, from
the computation of diluted net loss per share attributable to Common Stockholders for the periods indicated because including them
would have had an anti-dilutive effect:
| |
Six months
ended June 30,
2024 | | |
Six months
ended
June 30,
2023 | |
Shares subject to outstanding stock options | |
| 9,950 | | |
| 10,969 | |
Shares subject to unvested restricted stock units | |
| 1,827 | | |
| 4,574 | |
Shares subject to outstanding warrants | |
| 2,312,238 | | |
| 1,495,001 | |
| |
| 2,324,015 | | |
| 1,510,544 | |
Note 14 — Commitments and Contingencies
Legal Matters
From time to time, the Company
may become involved in material legal proceedings or be subject to claims arising in the ordinary course of our business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Bud & Mary’s Litigation
On
September 15, 2022, the Company provided a notice of default to Bud & Mary’s and certain related parties notifying such parties
that Bud & Mary’s was in default of its obligations under the Bud & Mary TTK Agreement. On October 5, 2022, Bud & Mary’s
filed a complaint in the Superior Court of Massachusetts in Suffolk County, naming the Company as the defendant (the “Bud & Mary
Complaint”). Bud & Mary’s is seeking, among other relief, monetary damages in connection with alleged unfair or deceptive
trade practices, breach of contract and conversion arising from the Agreement. While the Company believes the claim is without merit and
will continue to vigorously defend itself against Bud & Mary’s allegations, litigation is inherently unpredictable and there
can be no assurance that the Company will prevail in this matter. During
the third quarter of 2022, the Company deemed it necessary to fully reserve for the outstanding $14.7 million note receivable balance
due to the current litigation and the uncertainty of the customer’s ability to repay the balance. The $14.7 million represents the
amount of the contingent loss that the Company has determined to be reasonably possible and estimable. The actual cost of resolving this
matter may be higher or lower than the amount the Company has reserved. If the Company is unable to realize revenue from its TTK Solution
offerings on a timely basis or at all, or if it incurs an additional loss as a result of the Bud & Mary’s claim, the Company’s
business and financial performance will be adversely affected. On November 14, 2022, the Company filed its answers and affirmative defenses
to the Bud & Mary’s complaint and counterclaims. The Company is seeking, among other relief, monetary damages in connection
with the breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, and enforcement of the
guarantees. Bud & Mary’s is permitted to file an amended complaint, and Agrify will be permitted to make responsive filings,
which may include an answer and counterclaim.
Bowdoin Construction Corp. Litigation
On
February 22, 2023, Bowdoin Construction Corp. (“Bowdoin”) filed a complaint in the Superior Court of Massachusetts in Norfolk
County naming the Company (the “Bowdoin Complaint”), Bud & Mary’s and certain related parties as defendants, captioned
Bowdoin Construction Corp. v. Agrify Corporation, Bud & Mary’s Cultivation, Inc. and BMLC2, LLC, case no. 2382CV00173. The Bowdoin
Complaint relates to a construction contract between Bowdoin and the Company relating to the property that is the subject of the Bud &
Mary’s Complaint, and alleges breach of contract by Bud & Mary’s and by the Company due to nonpayment of approximately
$6.3 million due under the contract and related indemnification claims and mechanics’ liens. The $6.3 million is included in accounts
payable in the condensed consolidated balance sheet. One of Bowdoin’s subs, Hannon Electric, Inc. has filed a separate suit against
Agrify in the amount of $1.498 million. The amount is part of the $6.3 million claimed in Bowdoin’s Complaint. The Company is entitled
to indemnification by Bud & Mary’s and intends to vigorously defend this claim.
Mack Molding Co.
In December 2020, the Company entered into a five-year
supply agreement with Mack Molding Co. (“Mack”) pursuant to which Mack will become a key supplier of VFUs. In February 2021,
the Company placed a purchase order with Mack amounting to approximately $5.2 million towards the initial production of VFUs during 2021.
Since February 2021, the Company increased the purchase order with Mack to approximately $26.5 million towards production of VFUs during
2021 and 2022. The Company believed the supply agreement with Mack would provide the Company with increased scaling capabilities and the
ability to meet the potential future demand of its customers more efficiently. The supply agreement contemplates that, following an introductory
period, the Company will negotiate a minimum percentage of the VFU requirements that the Company will purchase from Mack each year based
on the agreed-upon pricing formula. The introductory period is not time-based but rather refers to the production of an initial number
of units after which the parties have rights to adjust pricing and negotiate a certain minimum requirements percentage. The Company believed
this approach would result in both parties making a more informed decision with respect to the pricing and other terms of the supply agreement
with Mack. On October 11, 2022, the Company received a $9.4 million invoice from Mack for inventory purchased on the Company’s behalf
to build VFUs. As part of the terms of the contract manufacturing agreement, Mack had the contractual right to bill the Company for any
inventory that had aged greater than nine months. Due to the slowdown in the demand for the VFUs and the lack of a demand forecast that
the Company could provide to the vendor, Mack exercised the right to invoice the Company for the slow-moving inventory. As of December
31, 2022, the Company recognized a contingent liability in the amount of $8.4 million, representing an estimate of the amount payable
to Mack with respect to the original Mack purchase agreement, and which was included in accounts payable in the condensed consolidated
balance sheet. On March 2, 2023, Mack filed an arbitration action seeking the amounts owed to Mack for purchased inventory. On October
27, 2023, and effective as of October 18, 2023, Mack and the Company entered into a Modification and Settlement Agreement (the “Modification
Agreement”) with respect to the dispute rather than engaging in litigation through the courts.
On February 29, 2024, the Company met its contractual obligations under
the terms of the Modification Agreement. In settlement of the dispute, the Company made cash payments of $500,000 and $250,000 to Mack
and issued to Mack a warrant to purchase 750,000 shares of the Company’s Common Stock. In the first quarter of 2024, management derecognized
the previously recognized contingent liability, resulting in a credit of approximately $5.9 million, recorded within gain on settlement
of contingent liabilities, on the unaudited condensed consolidated statement of operations during the three months ended March 31, 2024.
TRC Electronics Litigation
The Company was named as
a defendant in a complaint filed by TRC Electronics, Inc. (“TRC”) on April 13, 2023 in the United States District Court for
the Eastern District of Pennsylvania. In the complaint, TRC asserts two causes of action against the Company: (1) breach of contract,
and (2) promissory estoppel. TRC’s claims are based on allegations that the Company failed to make payments due under three purchase
orders for commercial electronics parts. TRC seeks damages in the amount of $565,210, plus attorneys’ fees, costs, and post-judgment
interest. The Company has filed an answer denying liability on TRC’s claims and is proceeding with discovery.
McCutchan, Inc.
In December 2021, the Company entered into a Standard
Form of Agreement (“Agreement”) between Owner and Contractor whereby Valiant Group LLC (“Valiant”) is the general
contractor for tenant improvements on certain real property located in Bellevue, Washington (the “Project”). McCutchan, Inc.
(“McCutchan”) agreed to be a subcontractor on the Project and engaged various other subcontractors. The Company terminated
Valiant as the general contractor for, among other allegations, breach of contract and unjust enrichment. Following the termination of
Valiant, in October 2022, the Agreement was assigned and accepted (the “Assignment”) to Agxion, LLC, a wholly owned subsidiary
of the Company. The Assignment contemplates that, as a subcontractor to the Agreement, McCutchan is still bound to the subcontract agreement
and will continue construction operations on the Project. The Company is pursuing Valiant in a separate litigation (the “Valiant
Litigation”) to collect no less than approximately $1.4 million alleging overbilling, breach of the Agreement, and violation of
Chapter 18.27 and 19.86 RCW in Washington. On March 5, 2024, McCutchan, Inc. (“McCutchan”) filed a complaint in the Superior
Court of Washington for King County naming the Company, Valiant, and certain related parties as defendants. In the complaint, McCutchan
asserts two causes of action against the Company: (1) breach of contract, (2) voidable contract, (3) interference with business or economic
expectancy, (4) unjust enrichment, and (5) defamation. McCutchan’s claims are based on allegations of misrepresentations made by
the Company to pay McCutchan for work completed on the Project as well as a failure to pay under the Agreement. In the alternative, McCutchan
is alleging the Assignment is void and not a valid contract. McCutchan is seeking to collect no less than $3 million against the Company
and all other named defendants. The Company has accepted services and is preparing a response to the complaint. The Company intends to
vigorously defend McCutchan’s claims.
Valiant Group LLC
The Company filed a separate complaint against
Valiant for overbilling, misrepresentation, and breach for the Treehouse project in Nevada. Valiant has failed to respond and Agrify has
since submitted an entry of default to the court and is currently seeking for award in the amount of $1.5 million. However, there is no
guarantee that the Court would award the full amount and no guarantee that Agrify would be able to successfully collect the full amount
from Valiant.
Other Litigation
In September 2023, the Company
settled a legal dispute with a specific customer which resulted in the recognition of a gain of approximately $0.9 million, of which $0.3
million was paid in October 2023, with the remaining approximate $0.6 million to be paid in equal monthly installments, beginning in January,
2024. This gain was recognized as part of other income, net per the unaudited condensed consolidated statement of operations for the six
months ended June 30, 2024, with the approximate $0.9 million receivable balance recognized as part of prepaid expenses and other current
assets, per the unaudited condensed consolidated balance sheet, as of June 30, 2024. The settlement also resulted in the return of equipment
to the Company in October 2023.
The Company is currently
pursuing 10 separate legal proceedings in attempting to collect approximately $2.5 million outstanding receivables. The Company is not
confident that all legal proceedings and collection efforts will yield in positive results or return of equipment.
On April 25, 2024, Medical
Investor Holdings, LLC dba Vertical Companies (“MIH”) filed a complaint against Agrify demanding $288,000. MIH purchased an
XMU hydrocarbon extraction system from Precision in October 2021. MIH chose to not include installation and training in the original purchase
but is now having problems with this equipment. The Company this is a meritless case.
The Company is also a defendant
or plaintiff in a variety of other litigation matters that are individually insignificant. The timing and amount of any settlements, including
potential payments made or received, is uncertain. Nonetheless, management currently estimates that the Company’s aggregate net loss exposure
with respect to these cases is within the range of approximately $150,000 to $300,000. Given the Company has determined these losses are
probable of occurring and reasonably estimable, an accrual was recorded in the amount of $150 thousand within general and administrative
expenses within the condensed consolidated statement of operations for the six months ended June 30, 2024.
On July 2022, claimant, an
ex-sales VP is claiming he is owed back wages, commission and is entitled to equity in the company, under theories of liability under
Massachusetts labor laws including retaliation, breach of contract, breach of covenant of good faith and fair dealing, fraudulent inducement,
tortious interference & unjust enrichment. Company has filed its answer to the initial complaint in January 2023. The Company believes
this is a meritless case and has responded to various discovery requests.
Commitments
Mack Molding Co.
The Modification Agreement
with Mack referenced above resulted in the Company entering a purchase commitment with Mack where it is contractually obligated to purchase
a minimum of 25 VFUs per quarter for each quarter during 2024 and a minimum of 50 VFUs per quarter for the six quarters beginning with
the first quarter of 2025, at a per VFU price of $14,000. The Company made payment and took collection of 25 VFUs in the second quarter
of 2024. The Company has also granted Mack a second lien position on all Agrify assets.
The Company is also required
to pay a storage fee of $25,000 to Mack, per month, for VFU parts subject to the Modification Agreement.
Other Commitments and Contingencies
The Company is potentially
subject to claims related to various non-income taxes (such as sales, value-added, consumption, and similar taxes) from various tax authorities,
including in jurisdictions in which the Company already collects and remits such taxes. If the relevant taxing authorities successfully
pursue these claims, the Company could be subject to additional tax liabilities.
Refer to Note 7 – Debt,
included elsewhere in the notes to the unaudited condensed consolidated financial statements for details of the Company’s future
minimum debt payments. Refer to Note 8 – Leases, included elsewhere in the notes to the unaudited condensed consolidated financial
statements for details of the Company’s future minimum lease payments under operating and financing lease liabilities. Refer to
Note 12 – Income Taxes, included elsewhere in the notes to the unaudited condensed consolidated financial statements for information
regarding income tax contingencies.
Note 15 — Related Parties
Some of the officers and
directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities
that become available.
The following table describes the net purchasing
(sales) activity with entities identified as related parties to the Company:
| |
Three months ended
June 30, | | |
Six months ended
June 30, | |
(In thousands) | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Bluezone | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 4 | |
Topline Performance Group | |
| — | | |
| — | | |
| — | | |
| (1 | ) |
NEIA | |
| — | | |
| — | | |
| — | | |
| (43 | ) |
Greenstone Holdings | |
| — | | |
| — | | |
| — | | |
| (2 | ) |
The following table summarizes net related party
(payable) receivable as of June 30, 2024 and December 31, 2023:
(In thousands) | |
June 30,
2024 | | |
December 31,
2023 | |
Bluezone | |
$ | — | | |
$ | (4 | ) |
Valiant Americas, LLC | |
| — | | |
| 1 | |
On July 12, 2023, the Company
issued an unsecured promissory note in favor of GIC Acquisition, LLC, an entity that is owned and managed by the Company’s Chairman
and Chief Executive Officer. Refer to Note 7 - Debt for further disclosure related to this Related Party Note including related transactions
occurring during the three and six months ended June 30, 2024.
On October 27, 2023, CP Acquisitions
LLC, an entity affiliated with and controlled by Company’s Chairman and Chief Executive Officer, purchased the Exchange Note and
the Convertible Note. In addition, the Company issued to CP a Junior Secured Note. Refer to Note 7 - Debt for further disclosure related
to this Related Party Note including related transactions occurring during the three and six months ended June 30, 2024.
Note 16 — Subsequent Events
The Company evaluated subsequent
events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial
statements were issued.
Cash Contributions
CP Acquisitions LLC made
cash contributions to the Company from the ongoing CP note payable, in the amounts of $350 thousand and $175 thousand on July 24, 2024
and August 7, 2024, respectively.
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
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 ended
December 31, 2023 filed with the Securities and Exchange Commission on April 15, 2024, as amended on April 29, 2024 (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 risk factors described in our Annual Report on Form 10-K in the section entitled “Risk Factors”
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 Agrify Corporation, a Nevada corporation.
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. Our Agrify “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 of Nevada on June 6, 2016, originally incorporated as Agrinamics, Inc. (or “Agrinamics”). On September 16, 2019,
Agrinamics amended its articles of incorporation to reflect a name change to Agrify Corporation.
Our corporate headquarters
are located in Billerica, Massachusetts. We also lease properties located within various geographic regions in which we conduct business,
including Colorado, Georgia, Massachusetts, Michigan, and Oregon.
Reverse Stock Split
On July 5, 2023, the Company
effected a 1-for-20 reverse stock split of its 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
At the beginning of 2023,
we announced a strategic plan to foster sustainable long-term growth through cost efficiencies and enhanced sales and growth initiatives.
We have been focused on growing our cultivation business by helping our existing Agrify Total Turn-Key customers to bring their facilities
online and driving additional sales through our RDP. As a result, we have successfully installed and commenced our Las Vegas customer,
Nevada Holistic Medicine, our Denver Colorado customer, Denver Greens, and signed several new customers such as Golden Lake Business Park
in California, and Harvest Works in New Jersey. As a testimony to the Vertical Farming Unit’s (“VFU”) ability to produce
high quality flower, Nevada Holistic Medicine is already consistently harvesting 9 pounds of A-grade flower per VFU, or roughly 64 grams
per canopy square foot, and seeing 90%+ A-grade flower produced with exceptional color, trichome, and terpene levels.
Similarly, since we have
streamlined our expansive extraction portfolio of technologies, we have successfully supported the deployment of several turnkey solvent-based
and solventless extraction packages to customers in California, Michigan, and the East Coast. In addition, we have released several new
technologies and products into the market based on customer feedback, including our first peer-reviewed Cannabeast 13 Distillation Unit,
a Diamond Miner, Stitch-less Double Filtration Rosin Bags, and the revamped PX30 Hydrocarbon Extractor. We have also made significant
strides to receive UL Compliance for Precision Extractions’ EXP Explosion Proof Rooms in an effort to continue our commitment to
safety and quality within cannabis extraction facilities.
These industry developments
illustrate the continuous innovation, and commitment to safety within the cannabis sector as our company adapts to evolving market demands.
More importantly, our growing partnership across the Country is a strong testimony to operators’ continued trust in Agrify’s
team and technologies in the most competitive markets.
Recent Developments
Note Amendment, Consolidation and Conversion
On January 25, 2024, following
stockholder approval at an annual meeting of stockholders on January 8, 2024, we and the New Lender consolidated the outstanding principal
and interest due under the Junior Secured Note and the Exchange Note into the Convertible Note and amended and restated the Convertible
Note (as amended and restated, the “Restated Note”), with an outstanding principal amount of approximately $18.9 million at
the time of issuance of the Restated Note. The Restated Note amended the terms of the Convertible Note by, among other things, (i) reducing
the conversion price to $1.46 per share of common stock, (ii) increasing the beneficial ownership limitation to 49.99% with respect to
any individual or group, provided that the New Lender may assign its right to receive shares upon conversion to Mr. Chang and/or Ms. Chan
or their affiliates, in which case the 49.99% beneficial ownership limitation will apply to each of them individually, (iii) extending
the maturity date to December 31, 2025, (iv) increasing the interest rate from 9% to 10% per annum, (v) increasing the default interest
from 15% to 18% per annum, and (vi) providing for the payment of interest every six months, or in lieu of cash interest payments, we may
issue shares as payments-in-kind at a conversion price equal to the higher of (i) $1.46 or (ii) a 20% discount to our trailing seven-day
volume weighted average price as of the date of interest payment. Immediately following the execution of the Restated Note, the New Lender
immediately elected to convert approximately $3.9 million of outstanding principal into an aggregate of 2,671,633 shares of common stock,
and assigned its rights to receive such shares to entities affiliated with Mr. Chang and Ms. Chan. Following the conversion, there was
$15.0 million in principal amount outstanding under the Restated Note.
Nasdaq Notices and Hearing
On October 17, 2023, we received
a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of Nasdaq notifying
us that we were not in compliance with Nasdaq’s continued listing requirements under the Listing Rule as a result of our failure
to file the First Quarter Form 10-Q, the Second Quarter Form 10-Q and the Form 10-K (collectively, the “Delinquent Reports”)
in a timely manner. We filed each of the Delinquent Reports between November 28, 2023 and January 3, 2024.
On December 1, 2023, we received
a notice Nasdaq stating that because we reported stockholders’ equity of $(17.17) million in our Quarterly Report on Form 10-Q for
the quarter ended March 31, 2023, we were no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires that listed companies
maintain a minimum of $2.5 million in stockholders’ equity.
We timely requested a hearing
before the Nasdaq Hearings Panel (the “Panel”), which hearing was held on January 11, 2024. At the hearing, we presented a
plan to regain compliance with Nasdaq Listing Rule 5550(b)(1). On January 30, 2024, we received formal notice that the Panel had granted
our request for an exception through April 15, 2024 to evidence compliance with Rule 5550(b)(1), which was subsequently extended to May
15, 2024. As a result, there can be no assurance that we can regain compliance by the end of the extension period.
Additionally, on March 5,
2024, we received a deficiency letter from the Listing Qualifications Department of Nasdaq notifying us that, for the last 30 consecutive
business days, the bid price for our common stock had closed below $1.00 per share, which is the minimum closing price required to maintain
continued listing on the Nasdaq Stock Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). The Notice
had no immediate effect on the listing of our common stock on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have 180
calendar days to regain compliance with the Minimum Bid Requirement. To regain compliance with the Minimum Bid Requirement, the closing
bid price of our common stock must be at least $1.00 per share for a minimum of 10 consecutive trading days during this 180-day compliance
period, unless the Staff exercises its discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H). The compliance
period for us will expire on September 3, 2024.
We can provide no assurances
that the listing of our common stock will be restored or that we otherwise will remain listed on Nasdaq. If we fail to continue to satisfy
the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement,
Nasdaq will take steps to delist our common stock. Such a de-listing would likely have a negative effect on the price of our common stock
and would impair stockholders’ ability to sell or purchase our common stock when they wish to do so, as well as adversely affect
our ability to issue additional securities and obtain additional financing in the future.
Public Offering
On February 27, 2024, we
entered into a placement agency agreement with Alexander Capital, LP as placement agent, pursuant to which we agreed to issue and sell
an aggregate of 2,760,000 shares of common stock, and, in lieu of common stock to certain investors that so chose, pre-funded warrants
to purchase 3,963,684 shares of common stock. The public offering price for each share of common stock was $0.38, and the offering price
for each pre-funded warrant was $0.379, which equals the public offering price per share of the common stock, less the $0.001 per share
exercise price of each pre-funded warrant. The Offering was made pursuant to a registration statement on Form S-1 that we filed with the
Securities and Exchange Commission on January 26, 2024 and was declared effective on February 14, 2024. Raymond Chang, our Chairman and
Chief Executive Officer, participated in the offering on the same terms as other investors. The net proceeds from the public offering
were approximately $2.2 million, after deducting placement agent fees and commissions and expenses. The public offering closed on February
28, 2024.
Use of Estimates
The preparation of financial
statements in accordance with accounting principles generally accepted in the 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 in the United States of America, or U.S. GAAP. The preparation of financial statements in
conformity with U.S. 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 estimates, 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.
The Company accounts for
warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms
and applicable authoritative guidance in ASC 480 and ASC 815. Management’s assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants
meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s
own Common Stock among other conditions for equity classification.
For issued or modified warrants
that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of
issuance. For issued or modified warrants that are precluded from equity classification, they are recorded as a liability at their initial
fair value on the date of issuance and marked-to-market each reporting period with the changes in fair value of warrant liabilities recorded
in other income (expense), net in the accompanying unaudited condensed consolidated statements of operations until the warrants are exercised.
The fair value of the warrant liabilities are estimated using a Black-Scholes option-pricing model.
The estimated fair value
of the warrant liabilities is determined using Level 3 inputs. Inherent in a Black-Scholes option-pricing model are assumptions used in
calculating the estimated fair values that represent the Company’s best estimate. The volatility rate is determined utilizing the
Company’s own share price and the share price of competitors over time.
Revenue Recognition
Overview
We generate revenue from
the following sources: (1) equipment sales, (2) providing services and (3) construction contracts.
In accordance with ASC 606
“Revenue Recognition”, we recognize revenue from contracts with customers using a five-step model, which is described below:
|
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identify the customer contract; |
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● |
identify performance obligations that are distinct; |
|
● |
determine the transaction price; |
|
|
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● |
allocate the transaction price to the distinct performance obligations; and |
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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.
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 six months ended June 30, 2024 and 2023, 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 contract liabilities 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 contract liabilities 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.
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 unaudited condensed consolidated balance sheets.
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 unaudited condensed 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.
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 and Six Months Ended
June 30, 2024 and 2023
The following table summarizes
our results of operations for the three and six months ended June 30, 2024 and 2023:
| |
Three months ended
June 30, | | |
Six months ended
June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Revenue (including $0, $0, $0, and $46 from related parties, respectively) | |
$ | 2,994 | | |
$ | 5,066 | | |
$ | 5,592 | | |
$ | 10,870 | |
Cost of goods sold | |
| 1,867 | | |
| 4,466 | | |
| 4,300 | | |
| 9,282 | |
Gross profit | |
| 1,127 | | |
| 600 | | |
| 1,292 | | |
| 1,588 | |
| |
| | | |
| | | |
| | | |
| | |
General and administrative | |
| 2,268 | | |
| 4,819 | | |
| 6,362 | | |
| 11,745 | |
Selling and marketing | |
| 394 | | |
| 1,120 | | |
| 856 | | |
| 2,710 | |
Research and development | |
| 185 | | |
| 643 | | |
| 460 | | |
| 1,378 | |
Gain on settlement of contingent liabilities | |
| — | | |
| — | | |
| (5,935 | ) | |
| — | |
Gain on early termination of lease | |
| (39 | ) | |
| — | | |
| (39 | ) | |
| — | |
(Gain) loss on disposal of property and equipment | |
| (9 | ) | |
| — | | |
| (9 | ) | |
| 5 | |
Change in contingent consideration | |
| — | | |
| (638 | ) | |
| (2,180 | ) | |
| (1,322 | ) |
Total operating expenses | |
| 2,799 | | |
| 5,944 | | |
| (485 | ) | |
| 14,516 | |
Operating (loss) income | |
| (1,672 | ) | |
| (5,344 | ) | |
| 1,777 | | |
| (12,928 | ) |
Interest income (expense), net | |
| (28 | ) | |
| (400 | ) | |
| (128 | ) | |
| (1,199 | ) |
Change in fair value of warrant liabilities | |
| (1,277 | ) | |
| (1,048 | ) | |
| (404 | ) | |
| 1,624 | |
Loss on extinguishment of long-term debt, net | |
| — | | |
| (11 | ) | |
| — | | |
| (4,631 | ) |
Other income (expense), net | |
| 5 | | |
| (4 | ) | |
| 19 | | |
| — | |
Total other expense, net | |
| (1,300 | ) | |
| (1,463 | ) | |
| (513 | ) | |
| (4,206 | ) |
Net (loss) income | |
| (2,972 | ) | |
| (6,807 | ) | |
| 1,264 | | |
| (17,134 | ) |
Loss attributable to non-controlling interest | |
| — | | |
| 2 | | |
| — | | |
| 2 | |
Net (loss) income attributable to Agrify Corporation | |
$ | (2,972 | ) | |
$ | (6,805 | ) | |
$ | 1,264 | | |
$ | (17,132 | ) |
Net (loss) income per share
attributable to Common Stockholders – basic (1) | |
$ | (0.14 | ) | |
$ | (4.39 | ) | |
$ | 0.09 | | |
$ | (13.05 | ) |
Weighted average common shares outstanding - basic | |
| 20,812,678 | | |
| 1,549,669 | | |
| 14,853,454 | | |
| 1,312,299 | |
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 our Agrify 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 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 our Agrify 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 and six months ended June 30, 2024 and 2023:
| |
Three months ended
June 30, | | |
| | |
| | |
Six months ended
June 30, | | |
| | |
| |
(In thousands) | |
2024 | | |
2023 | | |
Change | | |
% Change | | |
2024 | | |
2023 | | |
Change | | |
% Change | |
Cultivation solutions, including ancillary products and services | |
$ | 526 | | |
$ | 1,298 | | |
$ | (771 | ) | |
| (59 | )% | |
$ | 1,438 | | |
$ | 1,230 | | |
$ | 208 | | |
| 17 | % |
Agrify Insights software | |
| 68 | | |
| 35 | | |
| 33 | | |
| 94 | % | |
| 130 | | |
| 65 | | |
| 65 | | |
| 100 | % |
Facility build-outs | |
| — | | |
| 255 | | |
| (255 | ) | |
| (100 | )% | |
| — | | |
| 882 | | |
| (882 | ) | |
| (100 | )% |
Extraction solutions | |
| 3,116 | | |
| 4,450 | | |
| (1,334 | ) | |
| (30 | )% | |
| 5,566 | | |
| 9,428 | | |
| (3,862 | ) | |
| (41 | )% |
Sales discounts on cultivation and extraction solutions | |
| (716 | ) | |
| (972 | ) | |
| 256 | | |
| (26 | )% | |
| (1,542 | ) | |
| (735 | ) | |
| (807 | ) | |
| 110 | % |
Total revenue | |
$ | 2,994 | | |
$ | 5,066 | | |
$ | (2,072 | ) | |
| (41 | )% | |
$ | 5,592 | | |
$ | 10,870 | | |
$ | (5,278 | ) | |
| (49 | )% |
Revenues decreased by $2.1
million, or 41%, for the three months ended June 30, 2024 compared to the same period in 2023. Revenues decreased by $5.3 million, or
49%, for the six months ended June 30, 2024 compared to the same period in 2023. The comparative decrease in revenue was generated primarily
from decreases in revenue from facility build-outs and extraction solutions. Extraction division revenues decreased by $1.3 million and
$3.9 million for the three and six months ended June 30, 2024, respectively, primarily due to changes in contract terms with customers
which expedited cash flows but reduced overall demand. Additionally, design and build revenues decreased by $0.3 million and $0.9 million
for the three and six months ended June 30, 2024, respectively due to the discontinued 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.
The following table provides
a breakdown of our cost of goods sold for the three and six months ended June 30, 2024 and 2023:
| |
Three months ended
June 30, | | |
| | |
| | |
Six months ended
June 30, | | |
| | |
| |
(In thousands) | |
2024 | | |
2023 | | |
Change | | |
% Change | | |
2024 | | |
2023 | | |
Change | | |
% Change | |
Cultivation solutions, including ancillary products and services | |
$ | 758 | | |
$ | 490 | | |
$ | 268 | | |
| 55 | % | |
$ | 989 | | |
$ | 1,023 | | |
$ | (34 | ) | |
| (3 | )% |
Facility build-outs | |
| 12 | | |
| 248 | | |
| (236 | ) | |
| (95 | )% | |
| 12 | | |
| 968 | | |
| (956 | ) | |
| (99 | )% |
Extraction solutions | |
| 1,097 | | |
| 3,728 | | |
| (2,631 | ) | |
| (71 | )% | |
| 3,299 | | |
| 7,291 | | |
| (3,992 | ) | |
| (55 | )% |
Total cost of goods sold | |
$ | 1,867 | | |
$ | 4,466 | | |
$ | (2,599 | ) | |
| (58 | )% | |
$ | 4,300 | | |
$ | 9,282 | | |
$ | (4,982 | ) | |
| (54 | )% |
Cost of goods sold decreased
by $2.6 million, or 58%, for the three months ended June 30, 2024 compared to the same period in 2023. Cost of goods sold decreased by
$5.0 million, or 54%, for the six months ended June 30, 2024 compared to the same period in 2023. The comparative quarterly decrease in
cost of goods sold is associated with decreases in cost of goods sold related to facility build-outs and extraction solutions which aligns
with the reduction in revenue over the same period for each of these revenue streams.
Gross Profit
| |
Three months ended
June 30, | | |
| | |
| | |
Six months ended
June 30, | | |
| | |
| |
(In thousands) | |
2024 | | |
2023 | | |
Change | | |
% Change | | |
2024 | | |
2023 | | |
Change | | |
% Change | |
Gross profit | |
$ | 1,127 | | |
$ | 600 | | |
$ | 527 | | |
| 88 | % | |
$ | 1,292 | | |
$ | 1,588 | | |
$ | (296 | ) | |
| (19 | )% |
Gross profit totaled $1.1
million, or 37.6%, of total revenue during the three months ended June 30, 2024 compared to $0.6 million, or 11.8%, of total revenue during
the three months ended June 30, 2023. Gross profit totaled $1.3 million, or 23.1% of total revenue during the six months ended June 30,
2024 compared to a gross profit of $1.6 million, or 14.6% of total revenue during the six months ended June 30, 2023. The comparative
$0.3 million second-quarter year over year increase in gross profit, as well as the comparative increase in gross profit margin, is primarily
attributable to a bigger decrease in costs of goods sold relative to the decrease in revenue for the period. During the second quarter
of 2024, we realized a gross profit margin of 65% associated with our extraction solutions revenue, while we realized a gross profit margin
of approximately (44)% 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 2024.
General and Administrative
| |
Three months ended June 30, | | |
| | |
| | |
Six months ended June 30, | | |
| | |
| |
(In thousands) | |
2024 | | |
2023 | | |
Change | | |
% Change | | |
2024 | | |
2023 | | |
Change | | |
% Change | |
General and administrative | |
$ | 2,268 | | |
$ | 4,819 | | |
$ | (2,551 | ) | |
| (53 | )% | |
$ | 6,362 | | |
$ | 11,745 | | |
$ | (5,383 | ) | |
| (46 | )% |
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 well as facility-related costs.
G&A expense decreased by $2.6 million, or 53%, for the three months
ended June 30, 2024, compared to the same period in 2023. G&A expense decreased by $5.4 million, or 46%, for the six months ended
June 30, 2024, compared to the same period in 2023. The decrease for the six months ended is primarily attributable to a decrease in stock
based compensation of 1.0 million, a decrease in payroll expense of 1.8 million, a decrease in insurance and other employee benefits of
1.3 million, and a decrease in sales tax expense of 0.5 million.
Research and Development
| |
Three months ended
June 30, | | |
| | |
| | |
Six months ended
June 30, | | |
| | |
| |
(In thousands) | |
2024 | | |
2023 | | |
Change | | |
% Change | | |
2024 | | |
2023 | | |
Change | | |
% Change | |
Research and development | |
$ | 185 | | |
$ | 643 | | |
$ | (458 | ) | |
| (71 | )% | |
$ | 460 | | |
$ | 1,378 | | |
$ | (918 | ) | |
| (67 | )% |
Research and development
(“R&D”) expenses consisted primarily of costs incurred for the development of our Agrify Insights software, next generation
VFUs, and new extraction technology and methodology, 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 Agrify Insights software and 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 decreased
by $0.5 million, or 71% for the three months ended June 30, 2024, compared to the same period in 2023. R&D expense decreased by $0.9
million, or 67%, for the six months ended June 30, 2024, compared to the same period in 2023. The decrease is attributable to the reduction
in personnel, outsourced consulting and materials purchased.
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 15% of total revenue for the six months ended June 30, 2024, compared to 27% for the six months ended June 30, 2023.
Selling and Marketing
| |
Three months ended
June 30, | | |
| | |
| | |
Six months ended
June 30, | | |
| | |
| |
(In thousands) | |
2024 | | |
2023 | | |
Change | | |
% Change | | |
2024 | | |
2023 | | |
Change | | |
% Change | |
Selling and marketing | |
$ | 394 | | |
$ | 1,120 | | |
$ | (726 | ) | |
| (65 | )% | |
$ | 856 | | |
$ | 2,710 | | |
$ | (1,854 | ) | |
| (68 | )% |
Selling and marketing expenses
consist primarily of salaries and related costs of personnel, travel expenses, trade shows and advertising expenses.
Selling and marketing expenses
decreased by $0.7 million, or 65%, for the three months ended June 30, 2024, compared to the same period in 2023. Selling and marketing
expenses decreased by $1.9 million, or 68%, for the six months ended June 30, 2024, compared to the same period in 2023. The decrease
is attributable to a decrease in payroll, advertising, and trade show expenses.
Gain on settlement of contingent liabilities
| |
Three months ended June 30, | | |
| | |
| | |
Six months ended June 30, | | |
| | |
| |
(In thousands) | |
2024 | | |
2023 | | |
Change | | |
% Change | | |
2024 | | |
2023 | | |
Change | | |
% Change | |
Gain on settlement of contingent liabilities | |
$ | — | | |
$ | — | | |
$ | — | | |
| — | % | |
$ | (5,935 | ) | |
$ | — | | |
$ | (5,935 | ) | |
| — | % |
Gain on settlement of contingent
liabilities relates to the legal settlement effected with Mack Molding Co. as described in Note 14 - Commitments and Contingencies within
the unaudited condensed consolidated financial statements for the period ended June 30, 2024. On February 29, 2024, the Company met its
performance obligations in terms of the Modification Agreement with Mack Molding Co. In the second quarter of 2024, management derecognized
the previously recognized contingent liability, resulting in a credit of approximately $5.9 million, increasing the total gain for the
six months ended June 30, 2024 to approximately $5.9 million. The gain was recorded within gain on settlement of contingent liabilities,
on the unaudited condensed consolidated statement of operations.
Other Income, Net
| |
Three months ended June 30, | | |
| | |
| | |
Six months ended June 30, | | |
| | |
| |
(In thousands) | |
2024 | | |
2023 | | |
Change | | |
% Change | | |
2024 | | |
2023 | | |
Change | | |
% Change | |
Interest income (expense), net | |
$ | (28 | ) | |
$ | (400 | ) | |
$ | 372 | | |
| (93 | )% | |
$ | (128 | ) | |
$ | (1,199 | ) | |
$ | 1,071 | | |
| (89 | )% |
Other income (expense), net | |
| 5 | | |
| (4 | ) | |
| 9 | | |
| (225 | )% | |
| 19 | | |
| — | | |
| 19 | | |
| — | % |
Change in fair value of warrant liabilities | |
| (1,277 | ) | |
| (1,048 | ) | |
| (229 | ) | |
| 22 | % | |
| (404 | ) | |
| 1,624 | | |
| (2,028 | ) | |
| (125 | )% |
Loss on extinguishment of long-term debt, net | |
| — | | |
| (11 | ) | |
| 11 | | |
| (100 | )% | |
| — | | |
| (4,631 | ) | |
| 4,631 | | |
| (100 | )% |
Total other expense, net | |
$ | (1,300 | ) | |
$ | (1,463 | ) | |
$ | 163 | | |
| (11 | )% | |
$ | (513 | ) | |
$ | (4,206 | ) | |
$ | 3,693 | | |
| (88 | )% |
Interest expense decreased by $0.4 million, or 93%, for the three
months ended June 30, 2024, compared to the same period in 2023. Interest expense decreased by $1.1 million, or 89%, for the six months
ended June 30, 2024, compared to the same period in 2023. The decrease in interest expense is attributable mainly to the decrease in principal
balance on outstanding loans.
The change in fair value
of warrant liabilities decreased by $0.2 million, or 22% during the three months ended June 30, 2024, compared to the same period in 2023.
The change in fair value of warrant liabilities decreased by $2.0 million, or 125%, during the six months ended June 30, 2024, compared
to the same period in 2023. The decrease is related to the fair value remeasurement of warrants issued during March, August, and December,
2022.
Income (Loss) Attributable to Non-Controlling
Interest
We consolidate the results
of operations of two less than wholly-owned entities into our unaudited condensed consolidated results of operations. On December 8, 2019,
we formed Agrify Valiant LLC, a joint-venture limited liability company in which we are 60% majority owner and Valiant-America, LLC owns
40%. Agrify Valiant LLC started its operations during the second quarter of 2020. On January 22, 2020, as part of the acquisition of TriGrow,
we received TriGrow’s 75% interest in Agrify Brands, LLC (formerly TriGrow 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 of June 30, 2024, our principal sources of liquidity were cash and
cash equivalents and marketable securities totaling $57 thousand. 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 $779,000 from the unsecured PPP Loan which was originally scheduled to mature in May 2022. We applied for forgiveness
on the $779,000 of our PPP Loan however was denied by the SBA. On June 23, 2022, we received a letter from Bank of America agreeing to
extend the maturity date to May 7, 2025 and bears interest at a rate of 1.00% per year. The PPP loan is payable in 34 equal combined monthly
principal and interest payments of approximately $24,000 that commenced on August 7, 2022.
On March 14, 2022, we entered
into a Securities Purchase Agreement with the Former Lender. The Purchase Agreement provides for the issuance of the SPA Note in the aggregate
amount of $65.0 million and a SPA Warrant to purchase up to an aggregate of 34,406 shares of Common Stock, with the potential for two
potential subsequent closings for notes with an original principal amount of $35.0 million each.
On August 18, 2022, we entered
into a Securities Exchange Agreement. Pursuant to the August 2022 Exchange Agreement, we partially paid $35.2 million along with approximately
$300,000 in repayments for other fees under the SPA Note and exchanged the remaining balance of the SPA Note for an Exchange Note with
an aggregate original principal amount of $35.0 million and a Note Exchange Warrant to purchase 71,139 shares of Common Stock. Additionally,
we exchanged the SPA Warrant for a Modified Warrant for the same number of underlying shares but with a reduced exercise price.
On March 8, 2023, we entered
into a new Securities Exchange Agreement. Pursuant to the March 2023 Exchange Agreement, we prepaid approximately $10.3 million in principal
amount under the Exchange Note and exchanged $10.0 million in principal amount of the remaining balance of the Exchange Note for a new
senior secured convertible note (the “Convertible Note”).
The Convertible Note is a
senior secured obligation and will rank senior to all of our indebtedness. The Convertible Note will mature on August 19, 2025 (the “Maturity
Date”) and has a 9.0% annualized interest rate, with interest to be paid monthly, in cash. The principal amount of the Convertible
Note will be payable on the maturity date, provided that the lender will be entitled to a cash sweep of 30% of the proceeds of any at-the-market
equity offering and 20% of the proceeds received by us in connection with any other equity financing, which will reduce the outstanding
principal amount under the Exchange Note. On October 27, 2023, CP Acquisitions LLC, and entity affiliated with and controlled by Raymond
Chang, acquired the Exchange Note and the Convertible Note. As of October 30, 2023, there was approximately $6.7 million outstanding under
the Exchange Note and $8.8 million outstanding under the Convertible Note.
At any time, we may prepay
all of the Exchange Note by redemption at a price equal to 102.5% of the then-outstanding principal amount under the Note plus accrued
but unpaid interest. The holder will also have the option of requiring us to redeem the Exchange Note on the one-year or two-year anniversaries
of issuance at a price equal to the then-outstanding principal amount under the Exchange Note plus accrued but unpaid interest, or if
we undergo a fundamental change at a price equal to 102.5% of the then-outstanding principal amount under the Exchange Note plus accrued
but unpaid interest.
Cash Flows
The following table presents
the major components of net cash flows from and used in operating, investing, and financing activities for the six months ended June 30,
2024, and 2023:
(In thousands) | |
June 30,
2024 | | |
June 30,
2023 | |
Net cash (used in) provided by: | |
| | |
| |
Operating activities | |
$ | (4,816 | ) | |
$ | (11,634 | ) |
Investing activities | |
| 336 | | |
| 11,358 | |
Financing activities | |
| 4,103 | | |
| (9,873 | ) |
Net decrease in cash and cash equivalents | |
$ | (377 | ) | |
$ | (10,149 | ) |
Cash Flow from Operating Activities
For the six months ended June 30, 2024, we incurred a net loss of $1.3
million, which included a 2.8 million decrease related to accounts payable, 2.2 million decrease related to accrued acquisition liabilities
due to issuance of held-back-shares, $1.1 million decrease related to recovery of provision for slow-moving inventory, 5.9 gain on a supply
agreement $0.8 million related to depreciation and amortization, $0.6 million of stock based compensation expense, and $0.4 million increase
related to the change in fair value of warrant liabilities. Net cash was reduced by changes in operating assets and liabilities of $0.8
million.
For the six months ended
June 30, 2023, we incurred a net loss of $17.1 million, which included $12.9 million loss from operations, a $4.6 million loss on extinguishment
of notes payable, and $1.2 million of interest expense, partially offset by a $1.6 million credit related to the change in fair value
of warrant liabilities. Net cash used in operating activities for six months ended June 30, 2023 was 11.6 million.
Cash Flow from Investing Activities
For the six months ended
June 30, 2024, net cash provided in investing activities was $0.3 million, which resulted from cash inflows of $0.3 million in proceeds
from the repayment of a loan receivable, partially offset by cash outflows of $4,000 for purchases of property and equipment.
For the six months ended
June 30, 2023, net cash provided by investing activities was $11.4 million, which included cash inflows of $10.5 million in proceeds from
the sale of securities and $1.5 million in proceeds from the repayment of a loan receivable, partially offset by cash outflows of $0.6
million in costs related to the issuance of loans.
Cash Flow from Financing Activities
For the six months ended
June 30, 2024, net cash provided by financing activities was $4.1 million. Net cash provided by financing activities was primarily driven
by proceeds from issuance of related party notes of $2.3 million and proceeds from an issuance of common stock through an S-1 and Prefunded
Warrants offering of $2.1 million, offset by $0.3 million in payments on insurance financing loans.
For the six months ended
June 30, 2023, net cash used in financing activities was $9.9 million, which was primarily driven by repayment of debt in a private placement
of $10.3 million and payments on insurance financing loans of $1.0 million, partially offset by proceeds from the ATM Program of $1.5
million.
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.
Critical Accounting Policies and Estimates
Part I, Item, 2, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” discusses our unaudited condensed consolidated financial
statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed 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 unaudited condensed 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 condensed consolidated financial statements are detailed
in Note 1 - Overview, Basis of Presentation and Significant Accounting Policies included in our 2023 Annual Report and Note 1 - Overview,
Basis of Presentation and Significant Accounting Policies to our unaudited condensed 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 1 - Overview, Basis of Presentation and Significant Accounting Policies, included
elsewhere in the notes to unaudited condensed 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 1 - Overview, Basis of Presentation and Significant Accounting Policies,
included elsewhere in the notes to unaudited condensed consolidated financial statements covered under Part I, Item 1 in this Quarterly
Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
As a “smaller reporting
company” as defined by 17 C.F.R. § 229.10, the Company is not required to provide information required by this Item.
Item 4. Controls and Procedures
Disclosure controls and procedures
are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including
our Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by paragraph
(b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures as of June 30, 2024. Based on this evaluation, our Chief Executive Officer
and Principal Financial Officer concluded that, due to the material weaknesses in our internal control over financial reporting previously
identified in Item 9A, “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31,
2023 and filed with the SEC on April 15, 2024, as amended on April 29, 2024 our disclosure controls and procedures were not effective
at the reasonable assurance level as of June 30, 2024.
Changes in Internal Control Over Financial
Reporting
We are implementing certain
measures to remediate the material weaknesses identified in the design and operation of our internal control over financial reporting,
including hiring additional qualified personnel, further documentation and implementation of control procedures and the implementation
of control monitoring. Other than those measures, there have been no changes in our internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2024 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting. that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are
a party to various legal proceedings or claims arising in the ordinary course of business. For information related to legal proceedings,
see the discussion under the caption Legal Proceedings in Note 14 - Commitments and Contingencies to our unaudited condensed consolidated
financial statements included in Part I, Item 1 of this Quarterly Report, which information is incorporated by reference into this Part
II, Item 1.
Item 1A. Risk Factors
As of the date of this report, there are no material
changes to our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31,
2023.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit No. |
|
Description |
4.1 |
|
Amendment No. 1 to Senior Secured Amended, Restated and Consolidated Convertible between Agrify Corporation and CP Acquisitions, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2024). |
4.2 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2024). |
4.3 |
|
Third Amended and Restated Junior Secured Convertible Promissory Note dated as of May 21, 2024 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2024) |
4.4 |
|
Amendment to Pre-Funded Comon Stock Purchase Warrant between Agrify Corporation and CP Acquisitions, LLC dated as of June 30, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2024) |
4.5 |
|
Amendment to Pre-Funded Comon Stock Purchase Warrant between Agrify Corporation and GIC Acquisitions, LLC dated as of June 30, 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2024) |
10.1 |
|
Term Sheet between Nature’s Miracle Holding Inc. and Agrify Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2024). |
10.2 |
|
Term Sheet between Nature’s Miracle Holding Inc., CP Acquisitions LLC and GIC Acquisition, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2024). |
31.1* |
|
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and accounting officer |
32.1** |
|
Section 1350 Certification of principal executive officer and principal financial and accounting officer |
101.INS |
|
Inline XBRL Instance Document |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
** |
Furnished herewith in accordance with Item 601 (b)(32) of Regulation S-K. |
† |
Certain confidential portions of this exhibit were omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K because the identified confidential portions (i) are not material and (ii) are customarily and actually treated as private or confidential by the Company. |
†† |
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AGRIFY CORPORATION |
|
|
|
|
By: |
/s/ Raymond Chang |
|
|
Raymond Chang |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer and
Principal Financial and Accounting Officer) |
|
Date: August 14, 2024
54
Yes
Yes
false
--12-31
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In connection with the Quarterly Report on Form 10-Q
of Agrify Corporation (the “Company”) for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: