UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State
or other jurisdiction |
(Commission File Number) | (IRS
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| The
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 2.02. Results of Operations and Financial Conditions.
On August 15, 2022, Agrify Corporation (the “Company”) issued a press release announcing financial results for the quarter ended June 30, 2022. A copy of the release is attached as Exhibit 99.1.
The information furnished herein, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release issued by Agrify Corporation, dated August 15, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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 hereunto duly authorized.
| AGRIFY CORPORATION | ||
| Date: August 15, 2022 | By: | /s/ Timothy R. Oakes |
| Timothy R. Oakes | ||
| Chief Financial Officer | ||
2
Exhibit 99.1
Agrify Announces Results for Second Quarter 2022
Second Quarter Revenue Increased 63.5% Year-Over-Year to $19.3 Million
Company Takes Actions to Mitigate Industry Challenges and Better Position Itself for Sustainable Growth
BILLERICA, Mass., August 15, 2022 - Agrify Corporation (Nasdaq:AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced financial results for the second quarter ended June 30, 2022.
“The second quarter was challenging for the entire cannabis industry,” said Raymond Chang, Chairman and Chief Executive Officer of Agrify. “Despite this difficult business environment, which has impacted our recent performance and altered our outlook for the remainder of 2022, we are actively taking steps to adapt to the new market realities. We have adjusted our near-term strategy and priorities to focus on the most immediate and impactful revenue-generating opportunities, all without compromising our ability to capitalize on the expected long-term growth in the sector. In parallel, we are also in the process of restructuring our credit facility and reducing our operating expenses to strengthen our cash position. We remain steadfast on bringing new and innovative solutions to our customers and delivering value to our stakeholders.”
Second Quarter and Year-To-Date 2022 Financial Results
| ● | Revenue was $19.3 million for the second quarter, an increase of 63.5% compared to $11.8 million for the prior year period. Revenue was $45.4 million for the year-to-date period, an increase of 140.8% versus $18.8 million for the prior year-to-date period. |
| ● | Gross profit for the second quarter totaled $1.6 million, or 8.3% of revenue, compared to $527 thousand, or 4.5% of revenue, in the prior year period. Gross profit for the year-to-date period was $5.8 million, or 12.7% of revenue, compared to $(13) thousand, or (0.1)% of revenue in the prior year-to-date period. |
| ● | Operating expenses totaled $93.1 million for the second quarter, compared to $6.0 million in the prior year period. Operating expenses were $107.1 million for the year-to-date period, compared to $11.9 million in the prior year-to-date period. The comparative 2022 increases in both our second quarter and year-to-date operating expenses are largely attributable to impairment charges of $69.9 million, increases to reserves associated with accounts receivable, loans receivable, inventory obsolescence, and warranty costs, increases in depreciation and amortization, and changes in contingent consideration related to the fair value estimates associated with ongoing acquisition-related earnout arrangements. |
| ● | Net loss for the second quarter was $93.4 million, or $3.51 per diluted share, compared to a net loss of $5.6 million, or $0.28 per diluted share, in the prior year period. Net loss totaled $102.3 million, or $4.00 per diluted share, for the year-to-date period, compared to a net loss of $9.4 million, or $0.57 per diluted share, in the prior year-to-date period. |
| ● | Cash flow used in operating activities was $23.4 million for the second quarter, compared to $6.6 million in the prior year period. Cash flow used in operating activities was $57.6 million for the year-to-date period, compared to $13.8 million in the prior year-to-date period. |
| ● | Adjusted EBITDA (a non-GAAP financial measure) was a loss of $19.4 million in the second quarter (see “Non-GAAP Financial Measures” below for further discussion of this non-GAAP term, including a reconciliation to the most comparable GAAP measure), compared to an Adjusted EBITDA loss of $4.5 million in the prior year period. Adjusted EBITDA was a loss of $25.5 million in the year-to-date period, compared to an Adjusted EBITDA loss of $8.7 million in the prior year-to-date period. |
Recent Business Highlights
| ● | On June 27, 2022, Agrify announced it signed a definitive agreement to supply Ora Pharm, a Waikato, New Zealand-based health and wellness company developing high-quality, sustainably-produced medicinal cannabis, with a full suite of end-to-end hardware and software products to be utilized at a 5,000-square-foot facility in Auckland, New Zealand. Ora Pharm, which is a licensed cultivator and distributor of medicinal cannabis, committed to purchase 20 Vertical Farming Units (“VFUs”) that will be used to grow cannabis, as well as several cutting-edge extraction technologies including a C1D1 Extraction Pod, a C-15 Centrifuge Extraction System, and the CannaBeast 13 Thin Film Distillation System. In addition, Agrify will provide access to the fully integrated Agrify Insights seed-to-sale automation software for five years in exchange for monthly recurring SaaS fees. |
| ● | On June 1, 2022, Agrify announced it expanded and strengthened its industry-leading portfolio of extraction processing solutions with the unveiling of its new short path, thin film distillation system: the CannaBeast 13. This short path, thin film distillation system offers cannabis operators unprecedented flexibility, ease of use, dependability, consistency, and quality when extracting cannabis oil. |
Credit Facility
As previously announced, Agrify has reached an agreement in principle with its institutional lender to amend its existing credit facility to modify and eliminate certain financial covenants which, once complete, should give the Company additional flexibility to operate and meet its long-term strategic goals while also allowing it to responsibly adjust to the many challenges currently facing the cannabis industry. We expect that the restructuring will involve repayment of the existing note with a combination of cash on hand and through the issuance of a new note with a reduced principal amount, no amortization of monthly loan payment, and the flexibility of early re-payment. Agrify and the lender are continuing to finalize the specific terms of this agreement. The Company will provide a further update once the agreement has been finalized.
2022 Outlook
The Company is updating its revenue guidance for Fiscal Year 2022 due to the downturn in the cannabis industry. Agrify now expects to generate between $70 million and $75 million in total revenue for Fiscal Year 2022.
Conference Call and Webcast Information
Agrify will host a conference call and webcast today (Monday, August 15, 2022) at 8:30 a.m. Eastern Time (ET) to discuss its financial results for the second quarter ended June 30, 2022.
| ● | WEBCAST (live and available for replay): https://ir.agrify.com/news-and-events/investor-calendar |
| ● | DIAL-IN (only for those who would like to ask a question during the live call): https://register.vevent.com/register/BIb8c61fe580584e14b7ad2a0c5faaf8d1 |
2
About Agrify (Nasdaq:AGFY)
Agrify is a leading provider of innovative cultivation and extraction solutions for the cannabis industry, bringing data, science, and technology to the forefront of the market. Our proprietary micro-environment-controlled Vertical Farming Units (VFUs) enable cultivators to produce the highest quality products with unmatched consistency, yield, and ROI at scale. Our comprehensive extraction product line, which includes hydrocarbon, ethanol, solventless, post-processing, and lab equipment, empowers producers to maximize the quantity and quality of extract required for premium concentrates. For more information, please visit Agrify at http://www.agrify.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning Agrify and other matters. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements including, without limitation, statements regarding future financial results, including expected revenue, integration of prior acquisitions, the timing and ability to launch new products, including the CannaBeast 13, potential cost savings realized from reducing its operating expenses, the status of restructuring discussions with the Company’s institutional lender and the anticipated restructuring terms, expected long-term growth in the cannabis industry, the ability to realize revenue from the bookings, backlog, pipeline and specific transactions described herein, including the agreement with Ora Pharm, project timelines, and Agrify’s ability to deliver solutions and services. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this press release are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. You should carefully consider the risks and uncertainties that affect our business, including those described in our filings with the Securities and Exchange Commission (“SEC”), including under the caption “Risk Factors” in our Annual Report on Form 10-K filed for the year ended December 31, 2021 with the SEC, which can be obtained on the SEC website at www.sec.gov. These forward-looking statements speak only as of the date of this communication. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and filings with the SEC.
3
AGRIFY CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Operations
(In thousands, except for per share amounts)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | $ | 19,329 | $ | 11,825 | $ | 45,350 | $ | 18,833 | ||||||||
| Cost of goods sold | 17,717 | 11,298 | 39,568 | 18,846 | ||||||||||||
| Gross profit | 1,612 | 527 | 5,782 | (13 | ) | |||||||||||
| General and administrative | 19,378 | 4,399 | 29,137 | 8,857 | ||||||||||||
| Sales and marketing | 2,332 | 782 | 4,442 | 1,398 | ||||||||||||
| Research and development | 2,438 | 774 | 4,522 | 1,656 | ||||||||||||
| Change in contingent consideration | (907 | ) | - | (907 | ) | - | ||||||||||
| Impairment of long-lived assets | 69,904 | - | 69,904 | - | ||||||||||||
| Total operating expenses | 93,145 | 5,955 | 107,078 | 11,911 | ||||||||||||
| Loss from operations | (91,533 | ) | (5,428 | ) | (101,296 | ) | (11,924 | ) | ||||||||
| Interest (expense) income, net | (1,927 | ) | 55 | (1,245 | ) | 23 | ||||||||||
| Other expense | - | (63 | ) | - | (63 | ) | ||||||||||
| Gain on extinguishment of notes payable | - | - | - | 2,685 | ||||||||||||
| Other (expense) income, net | (1,927 | ) | (8 | ) | (1,245 | ) | 2,645 | |||||||||
| Net loss before income taxes | (93,460 | ) | (5,436 | ) | (102,541 | ) | (9,279 | ) | ||||||||
| Income tax benefit | (62 | ) | - | (262 | ) | - | ||||||||||
| Net loss | (93,398 | ) | (5,436 | ) | (102,279 | ) | (9,279 | ) | ||||||||
| Income attributable to non-controlling interest | 3 | 200 | 4 | 167 | ||||||||||||
| Net loss attributable to Agrify | $ | (93,401 | ) | $ | (5,636 | ) | $ | (102,283 | ) | $ | (9,446 | ) | ||||
| Net loss per share attributable to common stockholders – basic and diluted | $ | (3.51 | ) | $ | (0.28 | ) | $ | (4.00 | ) | $ | (0.57 | ) | ||||
| Weighted average commons shares outstanding – basic and diluted | 26,582 | 20,344 | 25,591 | 16,662 | ||||||||||||
4
AGRIFY CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Assets | (Audited) | |||||||
| Cash and cash equivalents | $ | 18,608 | $ | 12,014 | ||||
| Restricted cash | 30,000 | - | ||||||
| Marketable securities | 11,323 | 44,550 | ||||||
| Accounts receivable, net | 10,468 | 7,222 | ||||||
| Inventory | 41,871 | 20,498 | ||||||
| Prepaid expenses and other assets | 6,135 | 2,452 | ||||||
| Total current assets | 118,405 | 86,736 | ||||||
| Loan receivable, net | 35,090 | 22,255 | ||||||
| Property and equipment, net | 11,932 | 6,232 | ||||||
| Right-of-use assets, net | 2,866 | 1,479 | ||||||
| Goodwill and intangible assets, net | - | 64,162 | ||||||
| Other non-current assets | 2,920 | 1,184 | ||||||
| Total assets | $ | 171,213 | $ | 182,048 | ||||
| Liabilities | ||||||||
| Accounts payable | $ | 4,157 | $ | 9,151 | ||||
| Accrued expenses and other current liabilities | 27,456 | 28,764 | ||||||
| Operating lease liabilities, current | 1,084 | 814 | ||||||
| Long-term debt, current | 9,615 | 1,089 | ||||||
| Deferred revenue | 3,753 | 3,772 | ||||||
| Total current liabilities | 46,065 | 43,590 | ||||||
| Other non-current liabilities | 236 | 318 | ||||||
| Operating lease liabilities, non-current | 1,908 | 704 | ||||||
| Long-term debt | 45,014 | 12 | ||||||
| Total liabilities | 93,223 | 44,624 | ||||||
| Stockholders’ Equity | ||||||||
| Common stock | 25 | 21 | ||||||
| Preferred stock | - | - | ||||||
| Additional paid-in capital | 238,854 | 196,013 | ||||||
| Accumulated deficit | (161,258 | ) | (58,975 | ) | ||||
| Total stockholders’ equity | 77,621 | 137,059 | ||||||
| Non-controlling interests | 369 | 365 | ||||||
| Total liabilities and stockholders’ equity | $ | 171,213 | $ | 182,048 | ||||
5
AGRIFY CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash flow (used in) provided by: | ||||||||
| Operating activities | $ | (57,580 | ) | $ | (13,837 | ) | ||
| Investing activities | (26,935 | ) | (51,865 | ) | ||||
| Financing activities | 91,109 | 137,432 | ||||||
| Net increase in cash, cash equivalents and restricted cash | $ | 6,549 | $ | 71,730 | ||||
Non-GAAP Financial Measures
To supplement our financial information presented in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, we use Adjusted EBITDA, which is a non-U.S. GAAP financial measure to clarify and enhance an understanding of past performance. We believe that the presentation of Adjusted EBITDA enhances an investor’s understanding of our financial performance. We further believe that Adjusted EBITDA is a useful financial metric to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business. We use certain financial measures for business planning purposes, measuring our performance relative to that of our competitors and determining our compliance with certain debt instruments. We utilize Adjusted EBITDA as a key measure of our performance.
We calculate Adjusted EBITDA as net loss adjusted to exclude (i) tax provision and benefit; (ii) interest income and expense, net; (iii) other income and expense, net; (iv) depreciation and amortization, (v) stock-based compensation expense, (vi) acquisition-related expenses; (vii) investment banker termination fees; (viii) restructuring charges; (ix) gains and losses associated with the extinguishment of debt; (x) changes in derivative liabilities; (xi) changes in contingent consideration; (xii) gain associated with the forgiveness of PPP loans; (xiii) impairments to long-lived assets; (ix) legal settlement charges; and (x) other items affecting our results that we do not view as representative of our ongoing operations, including losses associated with write-offs.
We believe Adjusted EBITDA is a commonly used by investors to evaluate our performance and that of our competitors. However, our use of the term Adjusted EBITDA may vary from that of others in our industry. Adjusted EBITDA should not be considered as an alternative to net loss before taxes, net loss, loss per share or any other performance measures derived in accordance with U.S. GAAP as measures of performance.
6
Adjusted EBITDA has important limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of the limitations of Adjusted EBITDA include (i) Adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures. Our public offering and acquisition-related expenses, including legal, accounting and other professional expenses, reflect cash expenditures and we expect such expenditures to recur from time-to-time. Our Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner as we calculate the measure, limiting its usefulness as a comparative measure.
In evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. Adjusted EBITDA should not be considered as an alternative to loss before benefit from income taxes, net loss, earnings per share, or any other performance measures derived in accordance with U.S. GAAP. When evaluating our performance, you should consider Adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results.
The following table presents a reconciliation of Adjusted EBITDA from the most comparable GAAP measure, net loss, for the three- and six-month periods ended June 30, 2022 and 2021, respectively:
AGRIFY CORPORATION AND SUBSIDIARIES
Reconciliation of GAAP Net Loss to Non-GAAP Adjusted EBITDA
(In thousands)
(Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net loss | $ | (93,401 | ) | $ | (5,636 | ) | $ | (102,283 | ) | $ | (9,446 | ) | ||||
| Add: | ||||||||||||||||
| Income tax provision | (62 | ) | - | (262 | ) | - | ||||||||||
| Interest expense (income) | 1,927 | (55 | ) | 1,245 | (23 | ) | ||||||||||
| Other expense | - | 63 | - | 63 | ||||||||||||
| Depreciation and amortization | 1,149 | 166 | 2,201 | 313 | ||||||||||||
| Stock-based compensation | 941 | 931 | 1,894 | 3,066 | ||||||||||||
| Direct acquisition expenses | 79 | - | 716 | - | ||||||||||||
| Investment banker termination fees | - | - | 637 | - | ||||||||||||
| Restructuring charges | 188 | - | 575 | - | ||||||||||||
| Impairment charges | 69,904 | - | 69,904 | - | ||||||||||||
| Gain on extinguishment of notes payable | - | - | - | (2,685 | ) | |||||||||||
| Change in contingent consideration | (907 | ) | - | (907 | ) | - | ||||||||||
| Legal settlement costs | 800 | - | 800 | - | ||||||||||||
| Adjusted EBITDA | $ | (19,382 | ) | $ | (4,531 | ) | $ | (25,480 | ) | $ | (8,712 | ) | ||||
Company Contacts
Agrify
Timothy Oakes
Chief Financial Officer
tim.oakes@agrify.com
(781) 760-7512
Investor Relations Inquiries
Anna Kate Heller
ICR
agrify@icrinc.com
Media Inquiries
Justin Bernstein
MATTIO Communications
agrify@mattio.com
7