AppHarvest, Inc.

Good day and welcome to the call.

I would like to turn the conference over to your speaker, Kaveh Bakhtiari. Please go ahead. Thank you for having us on the App Harvest second quarter 2021 earnings call. I'm Kaveh Bakhtiari, VP Investor Relations for App Harvest, and joining me in Kentucky today are several members of the senior management team, including Jonathan Webb, founder and CEO, David Lee, board member and president, and Lauren Eggleton, chief financial officer. A copy of our earnings release and slide presentation is available on our website at investors.appharvest.com. On today's call, we will begin with prepared remarks from Jonathan and the rest of the team. Then we'll open the call to questions. Before we start, I'd like to remind you that comments today regarding the company's future business plans, prospects, and financial performance are forward-looking statements that we make pursuant to the safe harbor provisions of the securities laws. These statements are made based on management's current knowledge and assumptions about future events, and they involve risks and uncertainties that could cause actual results to differ materially from our expectations. In providing projections and other forward-looking statements, the company disclaims any intent or obligation to update them. For additional information on important factors that could affect these expectations, please see our most recent SEC filings. And with that, I'd like to turn the call over to Jonathan.

When I got on our first public call three months ago, I talked about how COVID had started to expose the cracks in our food system. When food stopped crossing borders and grocery stores had food shortages. Today, we see droughts that continue to devastate Mexico, California, and other traditional agricultural regions. Floods that have decimated agricultural harvest around the world and impacted society at large. And still, despite surging interest from investors and policymakers in sustainable agricultural solutions, no part of the United States today can be considered self-sufficient in terms of having access to a safe and domestic food supply at scale. The problems we face today are the result of a path we decided to walk down long ago. The industrialization of agriculture and relentless pursuit of low-cost production combined with a policy of cheap energy made it possible to move food across great distances to sell for low prices and much of it at very low quality with a great deal of production outsourced to other countries. At the same time, places that have little to no local resources to produce food have burst forth as America's fastest-growing cities, placing additional strain and risk on our existing food supply chains. The good news is folks are starting to pay attention to the environmental and societal costs associated with the massive increase of imported fruits and vegetables. The status quo has negatively impacted the freshness, quality, and security of our nation's food supply for far too long, and we are overdue for an overhaul. The reality is climate change is going to continue to affect the growing conditions for outdoor agriculture. from severe temperatures to the amount of water available for crops. In some parts of the western U.S., over 70% of the water supplied today is used for agriculture, and California last week announced new restrictions on its usage. Lake Mead, which supplies parts of Arizona, Southern California, Nevada, and Mexico, has a water level at its lowest since it was built in 1935. In Central Appalachia, we're fortunate because climate change is making our region wetter. In fact, the past decade has seen the most rainfall in Kentucky history, with three of those years being the wettest on record. For those of you new to the App Harvest story who are joining us today on our second conference call as a public company, we're an applied technology company with a solution to disrupt agriculture and solve for some of our most pressing food and social challenges. We're building and upgrading to a resilient new food system for a world that we believe needs controlled environment agriculture now more than ever. Our approach incorporates the highest ESG principles, as we are about one of five publicly traded benefit corporations who are also a B Corp certified company. We leverage the best nature has to offer, like the free sunlight and rainwater we capture from our large glass roofs, and boost it with tech just where needed. That's what we're doing from the heart of Appalachia, where we can reach about 70% of the U.S. population in a day's drive. Our technology and approach can enable us to get up to 30 times the yield per acre than that of traditional agriculture in a way that uses up to 90% less water and without runoff, soil erosion, or harsh chemical pesticides. We are improving the freshness and quality of our produce and backing it up with our best-in-class CEA systems, technology, and strong brand. Now let me turn to our second quarter performance. While true that prices for TOV and beefsteak tomatoes hit a 10-year low in May, our realized price was also impacted by quality. Our percent of store shelf-ready produce, what we call number ones, came in lower than we expected. While disappointing, we launched a set of actions to improve our performance immediately, and we're using these key lessons for our operators going forward with the App Harvest 2.0 initiative, which David will discuss in greater detail. Despite some growing pains, in the second quarter we delivered net sales of $3.1 million, an increase of nearly 40% from our first quarter as a public company. 8.6 million pounds of tomatoes sold, which more than doubled production from the first quarter. Groundbreakings on two new farms in Kentucky to grow berries and leafy greens, which in addition to our Richmond and Berea sites currently under construction, means we expect to have five farms fully operational by the end of next year. New sources of non-dilutive financing, including $91 million from Equilibrium Capital in July and $75 million from Rabo Agrofinance earlier in June, which, along with cash on hand, leaves us with ample room to fund the five farms I just mentioned. And finally, we're announcing our plan today to transition to a more decentralized setup to facilitate our growth within the global CEA industry. David and Lauren will provide more detail on our outlook and the planned changes to our organizational structure. But let me just say now that in addition to ramping up our initial farm and moorhead to full production capacity, our team has been busy laying the groundwork for our long-term growth by executing our strategy. We're cutting a path to grow our presence within CEA more broadly, and we expect the long-term benefits of this move to significantly outweigh the near-term investment costs. Our long-term goal is to build AppHarvest into one of the most trusted sustainable food companies in the world and into a leading applied technology company serving the global CEA industry. With five farms fully operational by the end of next year, we expect the benefit of the actions we are taking to capture long-term value to become more visible. We've already announced our plan to introduce new crop types, including berries and leafy greens, and we're now preparing to launch into value-added products. With that, I'll ask our president and board member, David Lee, to explain how we're executing on our plan the App Harvest 2.0 initiative. David?

Thanks, Jonathan. In the second quarter, we all saw many extreme weather events related to climate change and other factors. These events point to demand for climate-resistant food systems that is greater than we all initially expected and developing faster than anticipated. Harsh droughts and new water restrictions in the western U.S. and new ESG and CEA-specific investment vehicles are driving increased demand for sustainably grown U.S. produce. We believe that our platform, our model, and our brand position is allows us to be a leading global applied tech company serving CEA, and we're accelerating our investment into our company and our growing industry with the AppHarvest 2.0 initiative. Before I get into our long-term path forward, however, I want to do a deep dive on the quarter, and we'll cover the following topics in my section. First, I'll give you an operational update on Q2. Next, I'll describe the planned transition at AppHarvest to a holding company structure that enables us to grow more broadly within the CEA industry as part of our AppHarvest 2.0 initiative. After that, I'll briefly touch on the restructuring and other actions we are taking today to establish that foundation for long-term growth. And finally, I will share the updated 2021 and long-term outlook associated with our actions. which our CFO Lauren Angleton will review in greater detail. I'll begin first with our operations. In the second quarter, we successfully ramped up to the full 60 acres of production at our first high-tech farm in Moorhead, Kentucky. It's the first CA facility in the country to rely solely on local labor And our 8.6 million pounds of tomatoes sold in the quarter is a significant increase from the Q1 total of 3.8 million. We achieved several significant milestones at our first facility, but as Jonathan mentioned, lower quality than we anticipated due to labor training and productivity challenges was the primary driver of our Q2 results, along with low market prices for tomatoes. We're disappointed with these results, but the good news is that prevailing market prices for tomatoes have already rebounded from the lows we experienced in the second quarter. Additionally, the speed bumps associated with our initial harvest are fixable, and we've already deployed solutions against these problems in advance of our next harvest. For example, we overhauled our packhouse to minimize bottlenecks while increasing quality checks. which helps us deliver our targeted volume of USDA grade number one tomatoes. We're also implementing changes to our piece rate or bonus system to drive improvements in our operational productivity and ability to meet surges in demand for plant care. And lastly, we changed operational leadership and the chain of command structure within Moorhead and all our future farms going forward. As of late July, I am now directly accountable for the performance inside our high-tech farms. Some of you on this call may associate me with my more recent role as the CLO and CFO of Impossible Foods. But as a reminder, earlier in my career, I led the fruit and vegetable business at Del Monte Foods and spent nearly nine years at the company. I know what it takes to deliver high-quality products to consumers. and I'm making rapid progress in building the team that's going to help us do that here at AppHarvest. For example, last month we announced the hiring of Mark Keller from Amazon, who joins us as SVP of our software applications platform. And last week, we announced the hiring of Julie Nelson, with a background at PepsiCo in McKinsey, who joins us as our new EVP of operations. Mark The SVP of software applications played a key role in launching Amazon's large-scale warehouses deploying Kiva robotics technology. It will be integral to our effort to build out a new digital operating model for farming that we expect will make fresh fruit and vegetable production as reliable as consumer goods manufacturing. Additionally, in his short time with AppHarvest, he's already acted as a magnet for high-performing, rare tech talent, and we've been able to add two more members to his team in short order to help accelerate delivery of our product. Julie has designed the manufacturing and distribution network for several high-growth brands and has the right multi-site operations experience from her time at PepsiCo to implement the best-in-class operating processes we need to drive improvements to both the top and bottom line as we scale. She will also lead our Project New Leaf to deliver $40 million in annualized efficiencies and reductions in cost of goods sold and SG&A versus the current rate of expense. This will all be accomplished by the end of 2022, which we will use to generate more self-funding for higher levels of investment in technology. Earlier in the second quarter, we also had hired Adam Riel, a formal Naval Aviator and Operations Officer, to be our Vice President of Supply Chain and Procurement. Adam brings significant experience from Apple and other CEA startups. He will report to Julie and ensure implementation of best practices learned in the first season and deploy them as standard operating procedures at Moorhead and across new facilities as they come online. Based on actions we took to improve our performance, we began to see immediate improvement in our results as we approached the start of our summer refresh. As a reminder, the summer refresh is an annual activity in our vine crop facilities where we tear out and compost the used crop and sanitize and prepare the facility for replanting, which we expect will result in Q3, typically being our lowest quarter for tomato production seasonally. While we had to learn some lessons the hard way in the second quarter, the amount of inbound demand we continue to see from customers for our sustainably grown produce leaves us more bullish on the long-term opportunity than before. Furthermore, we believe that the issues we experience in our ramp-up are not unique to AppHarvest. They're challenges that impact practically all greenhouse and other CEA operators, which puts us in a solid position to provide industry-wide solutions that we intend to scale. That's why we're announcing a strategic decision to evolve our business to the AppHarvest 2.0 model, one that over time we expect to result in AppHarvest taking the form of a holding company or a portfolio of well-positioned, high-growth CEA businesses. This will allow us to accelerate our growth within CEA more broadly, to create more value for our shareholders, and to ensure that our most attractive growth opportunities are capitalized. And to accomplish this, we need to structure ourselves differently. For example, within our business today, we see the potential for several businesses. And Appalachico, that includes our planned network of high-tech, at-scale indoor farms focused on the production and sale of fresh produce to our distribution partner, Mastronardi. This business also leverages the App Harvest brand and sustainability story to expand into value-added products. We've already begun testing of Salsa and Bloody Mary products this year and plan to launch three products by the end of next year in addition to dedicating a skunk works space in Moorhead for trial varieties to use in value-added products. Second, a tech co. that leverages best-in-class CEA solutions to first optimize our network of farms and then turn its focus to large global opportunities for turnkey solutions with an emphasis on countries that lack the geography, climate, resources, or labor needed to enhance food security. And finally, GroCo, which is an entity we plan to establish to capture growth with other CEA facilities globally, including in the United States outside of Appalachia. With GroCo, we're recognizing and plan to capitalize on the opportunity to expand growing operations beyond Appalachia. Today, our most promising opportunity within the proposed GroCo entity is the non-binding letter of intent we signed yesterday to establish a joint venture with our industry-leading distribution partner, Mastronardi Produce. The proposed joint venture, which we refer to as FarmCo, would represent a big step forward in our partnership, which started in 2017. The proposed Farm Code plan calls for us to contribute one of our farms, along with $10 million, for the majority control of a joint venture and the ability to consolidate its revenue into our parent company. Mastronardi will contribute its own CEA facility, which currently is already operating and grows and sells produce today. This would allow us to gain access to a new fundraising vehicle. PharmCo would use the contributed assets to raise additional capital to finance its own growth, and we plan for the formation of this joint venture to be contingent on securing that financing, which we are confident we can secure. If the plan proceeds per the terms of the letter of intent, we believe we will form PharmCo by the end of Q1 of 2022. We believe that over time, opportunities like PharmCo and others within our proposed GrowCo structure have the potential to become as large a financial opportunity as all of Appalachico, if not bigger, given the growth we expect in global CEA over time. Plus, there are other benefits to App Harvest shareholders, such as the potential for independent capital raises that occur off our balance sheet. There is also majority ownership and control of the entity itself with financials into AppHarvest, but with its own leadership team, which increases the bandwidth of the management team of our parent company. To sum up, we see the potential to unlock a significant amount of trapped equity value by transitioning to a new holding company structure. We anticipate providing detailed information on the next quarterly call. However, one driver of the value we expect to deliver, and one we've already completed today, is to move forward with a smaller, more nimble corporate center. As part of this initiative, in the past several weeks, we notified employees of a restructuring action that eliminated a C-level position, reduced headcounts, and streamlined the structure of our corporate office. While difficult, these actions are a step forward to accelerating our growth within CEA through our planned subsidiary companies. Our restructuring has the intended effect of reducing our cost structure, but it also represents a shift of resources toward our best opportunities in operations and tech. We believe these businesses will benefit from a deeper level of investment and focus when they're supported by a smaller corporate office. The new structure will position our proposed Apalachico, TechCo, and GrowCo leaders, whom we expect to name over the course of the next few months, closer to their customers and in the best position to drive innovation and growth within CEA. Furthermore, we believe that a more decentralized approach at corporate is key to unlocking it. The roles of Jonathan, myself, and the rest of the management team will be to facilitate that growth and make sure businesses are adequately capitalized and that they perform to expectations. We'll have more to share on the team that will help unleash our growth within CEA, but we can share today that Jonathan Webb will continue as chairman and CEO of the App Harvest Holding Company and as leader of the Appalachico subsidiary we are organizing. Let me now turn to our 2021 Guidance and Long-Term Outlook, which reflects updates from our first full quarter production and our plan to pursue faster growth in CEA through a decentralized structure. It also represents what we believe to be a significant reduction in risk regarding our outlook, as we've incorporated more conservative assumptions regarding our core Apalachico business, while leveraging a distinct management team to pursue upside from technology. For 2021, we've adjusted our full-year net sales outlook to $7 to $9 million from $20 to $25 million to reflect our revised expectations on price, yield, and distribution costs that we expect to achieve in our first year of operations. Most of the revision is driven by the quality challenges we experienced in wrapping up that I discussed earlier. However, lower than expected market pricing for tomatoes, and our strategic decision to reserve production space at Moorhead to develop commercial technology for the CEA industry at large have also impacted the numbers. The adjusted EBITDA outlook in 2021 associated with our operational performance to date and strategic investments is now expected to be minus 70 to 75 million from minus 48 to 52 million prior. While disappointing, Our near-term adjusted EBITDA outlook has never been reflective of the long-term value we expect to create. Furthermore, our long-term backers and the Board of Directors have already expressed support of our strategic pursuit of the commercial and shareholder return opportunity associated with becoming a leading solutions provider serving the growing CEA industry, and we intend to deliver on that goal. Turning now to our long-term outlook. We expect to achieve $350 million to $400 million in net sales by year-end 2025, which is in line with our prior long-term net sales outlook, driven by new benefits from TECCO and value-added products businesses we've discussed. In terms of the outlook, we are providing guidance based on a more conservative delivery of nine high-tech indoor farms in Appalachia by the end of 2025. We are still on track. with the full 12 by 25 plan for our Appalachian farm network that we previously discussed, and our long-range plan continues to call for 12. But for the purposes of issuing financial guidance, we are limiting our operational focus to nine in order to accelerate delivery of our targeted results and reduce operational and financial risk. Additionally, We have a high degree of confidence in our ability to deliver a portfolio of nine high-tech farms in central Appalachia by the end of 2025, given that we already have four currently under construction today and have demonstrated the ability to secure additional non-dilutive funding for that development. Accordingly, we expect consolidated adjusted EBITDA to be in the range from positive $115 million to $130 million at year-end 2025. This includes the benefit of items not contemplated in our initial forecast, including the expected benefit from selling our technology in a licensed fashion to other global CA operators and the potential benefit from launching value-added products made from our fresh produce. It does not include any benefit from the proposed GroCo vehicle I discussed earlier. Importantly, this outlook also reflects moderated expectations regarding our fresh produce business. The end result is that we arrive at roughly the same long-term outlook, but with a more conservative risk profile and with increased management focus on near-term results from the core Apalachico business. Over the long term, however, our applied technology for CEA remains the best bet to scale. The organizational changes we've made and the personnel and resources we are aligning around our technology team will enable us to accelerate the launch of our tech co-products. We believe that we are already in a period where global demand for CEA is strong enough even inexperienced operators and pools of capital that want assets but don't have knowledge to operate a high-tech greenhouse. We'll seek to own a food utility. Solution-oriented customers are already in the marketplace today, looking to buy prepackaged offerings that are guaranteed to work in harsh climates. But today's turnkey projects are not actually turnkey in practice. We intend to provide the seamless solution that enables new companies and countries to enter the CEA space from ground zero. TECO has secured its first customer, Red Sea Farms, in connection with a paid pilot of the FarmOps technology that APARSE is developing for Red Sea Farms. Red Sea Farms is a CEA company based in the Middle East and was chosen as the first customer for a paid pilot to prove the effectiveness of our systems in one of the world's most challenging growing environments, the Arabian Peninsula. As detailed in our earnings release, we also made a strategic investment in Red Sea Farms to seize an opportunity to gain experience and establish a footprint in this region, which has been heavily reliant on food imports. We estimate the addressable market opportunity associated with this line of business in TECO to be large, over $30 billion in the United States alone and over $300 billion globally based on estimates from the United Nations. Revenue associated with this opportunity we expect to ramp slowly at first as capital is beginning to flow into the sector and climate change drives production of more crops indoors before delivering a range of revenue that we expect to be $40 to $50 million by the end of 2025. In addition to updating our long-term outlook with the benefit from our new strategic initiatives and emphasis on applied tech, We've also moderated expectations regarding key inputs to our original forecast. This includes a lower expectation of future price inflation, given what we saw play out in the tomato market this year, and an expected increase in the distribution fee to be more aligned with realized results. We believe this creates a more robust long-term outlook, which Lauren will review in greater detail.

Lauren? Thanks, David. I'll start by reviewing our second quarter results in greater detail and give an update on our development timeline and financing before moving to the outlook. We achieved second quarter net sales at $3.1 million as compared to no sales in the second quarter of 2020 before our Moorhead farm was operational. In terms of yield, we generated 8.6 million pounds of tomatoes for sale, which met our expectations for production but not on quality. Adjusted EBITDA loss was $22.6 million, primarily due to the operational headwinds and ramp-up we previously discussed. Despite the speed bumps in ramping up with our initial harvest, we remain confident we are on the right path and that our business model will continue to develop into an industry standard for CEA. We believe this because our performance in the quarter was principally due to lower quality, driven by solvable issues related to labor productivity, training, as well as lower market prices for tomatoes. higher distribution and shipping fees, and not any fundamental flaw with our business model or approach. Second, there has been no decline in demand from our exclusive distributor or the end consumer for our product. On the contrary, demand for our product continues to be strong, despite the performance shortfall, and our partner, Mastronardi, has requested for us to produce a new variety of tomato for them in addition to the TOV and B-State varieties we delivered to them during our initial harvest. Third, the corrective actions we have already implemented have begun to drive quality, yield, and productivity higher as we approach the start of our summer refresh in late July and will be well established in time for subsequent harvests. And finally, our approach continues to offer several key advantages even when compared to other novel tech-enabled solutions to CEA, especially from the free rainwater and sunlight we capture via our large glass roofs. For example, we recently completed a period at Moorhead where we harvested but didn't turn on the lights for weeks, relying instead on the sunshine from longer summer days to drive photosynthesis in our tomato plants. This energy benefit, along with the rainwater that we store in a large reservoir next to our farm, are real advantages to our model that we expect will show up in our income statement over time, along with the price premium that we expect to earn by continuing to develop a strong brand. Let me turn next to our progress on farm development and financing. Work continues on the four previously announced CEA facilities currently under construction. And while we remain on track with our plan to deliver 12 high-tech indoor farms by the end of 2025, as David mentioned, we're now counting on nine in our external guidance. Our Berea, Kentucky leafy green facility is approximately 37% complete, and our Richmond, Kentucky tomato farm is approximately 31% complete. Both facilities are scheduled for completion by mid-2022. Two additional facilities that we announced that we broke ground on in June are in Somerset, Kentucky and Moorhead, Kentucky. The Somerset facility is expected to grow berries, and the Moorhead facility, which is adjacent to our first facility, is expected to grow leafy greens. We expect these facilities to be operational by the end of 2022. We ended the second quarter with cash and cash equivalents of $273.1 million on the balance sheet. which we believe leaves us ample room to execute on our near-term development timeline. On June 16th, we announced that we secured a $75 million non-dilutive credit facility from Rabo AgriFinance tied to a 60% loan-to-value mortgage on our initial Moorhead farm. And on July 27th, we announced a $91 million financing at approximately 66% loan-to-value in the form of a construction loan from a sustainability-focused and leading CEA investor, Equilibrium Capital, who have supported us since early in our history. The borrowings under the $75 million credit facility of Bravo carries an interest rate of 4.1%, and the $91 million construction loan with Equilibrium has an interest rate of approximately 8%. We continue to be encouraged by our progress in financing and pleased with our ability to secure additional forms of non-dilutive capital to fund our growth. We believe that over time, more fixed income investors and other types of capital will step in to support investment in controlled environment agriculture systems. We believe that CEA will eventually come to be regarded as critical infrastructure, akin to other large-scale industrial projects, similar to what we have seen play out in the renewable and clean energy space over the past decade. These and other large-scale infrastructure would be cost prohibitive and impractical to finance using equity alone, which is why we believe it's important to drive progress in this area. benefit of our shareholders and our industry. Turning now to our full year 2021 outlook. As David mentioned, we are reducing our net sales expectation to a range from $7 to $9 million and our just EBITDA loss expectation to a range from $70 to $75 million. The primary driver of the updated outlook is the lower net sales expectation due to the quality challenges we encountered in ramping up our first facility. and higher-than-expected cost of goods sold with labor farm costs associated with lower-than-expected labor productivity. In terms of capital expenditures in 2021, we now expect to spend approximately $185 to $205 million, up from $145 to $155 million prior. This is to account for the two additional construction projects currently underway in Somerset and Moorhead North. As Jonathan and David have said, we are more encouraged than before about the long-term growth opportunity for our company and our industry. Worsening climate change and drought in traditional agricultural regions are fast-tracking the need for CEA. Food security is likely to continue to be a major issue in the coming decades, especially for historically arid regions and countries that have encountered issues in securing food for their people in a scenario where the borders are closed, like we saw during COVID. With respect to our long-term outlook that we reiterated today, we do not describe any benefit to our company from the overall industry growth that we expect. Based on the strategic initiatives David outlined earlier as part of our At Harvest 2.0 initiative, we now expect to deliver full-year 2025 net sales of $350 to $400 million and adjusted EBITDA of $115 to $130 million by the end of 2025. This is in line with $387 million in net sales and $122 million in adjusted EBITDA from our initial projection at our December 2020 analyst day, and it's driven by three key factors. One, the financial benefit from launching sales of licensed technology to other global CEA operators from within Techco, which we expect to provide approximately $40 to $50 million of incremental net sales in 2025. Two, the financial benefit from launching value-added products within Apalachico, which we expect to provide approximately $15 to $25 million of incremental net sales benefit in 2025. And three, the $80 million in net sales impact we expect from the combined effect of having three less farms in the outlook, along with more modest expectations in our fresh produce business regarding future price inflation and our sales and distribution fees. We expect the 2025 net sales headwind from these two items to be split roughly 50-50, or about $40 million each. Although our long-term outlook is largely unchanged on a net basis, we expect that the targeted investments in technology, brand, and product that we are making will far exceed their upfront investment costs, even when incorporating our latest view of operational performance. With that, I'll turn it back over to our VP of Investor Relations, Kaveh Bakhtiari.

Thank you, Lauren. As an investor or analyst reflecting on our second quarter of 2021, you may feel that there's a lot to unpack here today, and that's because there is. We're driving operational improvements in our model as we prepare to scale it rapidly. We're laying the foundation in place to build on our vision and execute on a plan to deliver long-term value to our shareholders. Above all, we're honoring our commitment to produce and distribute food in a sustainable way with ESG at the core of everything we do. ESG guides us in terms of how we operate, whom we decide to hire, how we work together, and how we allocate capital. We're farmers and futurists, and we're on a mission to provide a sustainable alternative to the socially, economically, and environmentally destructive practices that have come to be associated with conventional agriculture. With that, operator will now begin to take questions.

In order to ask a question, press star 1. To remove yourself from the queue, press the count key. Our first question will come from the line of Brian Holland from Cali & Co. You may begin.

Yeah, thanks. Good morning. I'll start with the higher distribution fees, both in the second quarter and to the extent you've revised those fees higher going forward. First, can you quantify the magnitude of impact, more specifically in the quarter? I guess long-term it's kind of embedded in that $40 million. And then longer-term, while I understand the impact of MIPS and Q2, why are you assuming that persists going forward, given it sounds as though this is an addressable issue? Yeah, thanks, Brian. This is Jonathan. So, as we mentioned in the call, so training as we ramped up to 400 employees was an issue. I mean, operators globally, regardless of the industry, have had issues with scaling this year, obviously, and we were one of those. It's disappointing, but the optimistic view we have is we've put training programs in place now, we've replaced management, and we've put procedures in place on training to that we'll see as we scale other facilities. That impact of a number one versus number two tomato, we did not realize until we saw it, which is we get great value in our number one tomatoes, and we get very little to no value in our number two tomatoes. And so the number one is what we have to optimize for, and that's where, you know, training and and being able to achieve our number one target on tomatoes. It's not overall volume that matters. It's the volume of number one tomatoes, which directly impacts our bottom line. I'll let Warren talk to the numbers.

Sure. Yeah. So, you know, during Q2, obviously we saw historically low tomato pricing for TOV and beefsteak tomatoes. And as we mentioned, because of the quality mix challenges, We realize lower pricing and higher distribution fees. To your question specifically, you know, I would say approximately 80% of the lower outlook is attributable to net sales. Within that 80%, you know, we think of it about 30% of that being due to higher distribution fees. And then outside of the 80%, the other 20% is due to lower yield expectations.

Brian, this is David Lee. Let me offer to your question of guidance two perspectives. First, there was a transition in leadership of our day-to-day operations of not just Moorhead, but our future farms. And in my past, taking a hard, independent look at everything, which is what I've done starting in July, has led me to help this team guide to, I think, more moderated assumptions. I have a strong belief that We need to guide to what we can absolutely deliver. That's part of what you're seeing in our guidance for 2021. It's certainly one of the reasons why we're building 12 by 2025, but we're clear that we are guiding only to nine farms. So I think part of it was executional challenges that are very real in our first major, you know, full season of harvest as a company. But the second is a change in a philosophy and approach to ensure that we can deliver what we promised as part of the leadership change that occurred. The last thing I'd say, the PharmCo opportunity deepens the relationship with Masternardi, which we've had since 2017. I view this as a strategic partnership, and I'm seeing, frankly, Masternardi perform very well with us. It's on us to deliver the quality that they expect But I believe that our partnership with Master Nardi is deepening and improving on an ongoing basis.

Okay. I appreciate the color, everyone. And, you know, with respect to the long-term outlook, You know, why is nine farms the right number to forecast off of from the 12 before? And then maybe more specifically, why is this a more conservative approach to guidance? Because you're maintaining the same range, but you're now relying on incremental sources. So One is why is it more conservative, and then maybe within that, is this really just a byproduct of you being closer to commercializing some of these products and now having confidence? Because previously these were all sources of just pure upside in the model, almost a call option, if you will.

Yeah, let me start. This is David Lee. I think to your first question of why nine versus 12, well, you know by the end of next year we're going to have five. already underway. And you've seen our confidence in securing, for example, the $91 million of construction financing from Equilibrium. I mean, candidly, we're seeing our major partners, arguably, we believe, leaders, Equilibrium Capital and Mastronardi, double down on our business. And while we're only a little over six months old as a public company, being able to see a pipeline of development, being able to have access to capital and having a leader in sales and distribution, is as we refine, it's not just that we went from 12 to nine, we have a very much clearer view of what those nine to 12 really are. And that's the reason why bottoms up, we looked at what we were highly confident in delivering versus the nine. With regard to the questions on why is the overall consolidated forecast conservative, because we're including a range for value-added, I come from what we're calling value-added products. Having a team that has tested products that we're confident in has given us the confidence that our range is appropriate and achievable multiple years out. I would also say we only purchased Root AI recently, but having now traveled to Amsterdam as a team and really understanding the landscape, we're seeing just so much interest in having a real technology solution that we believe that it's appropriate and it's frankly accretive to call the ball. Like part of the approach is establish long-term guidance we can achieve, but create internal accountability on a big opportunity for shareholders, which we're more bullish about, which is the fact that CEA is definitely coming and the technology ecosystem is quite immature. So that's why we feel collectively this is the right shareholder value proposition to build, that's why we're restructuring, and that our 2025 long-term outlook is achievable.

Okay, I appreciate that, David. So maybe just last one for me, again, kind of big picture in nature, but, you know, typically when we see kind of a miss led in part by execution challenges, you know, the company talks about simplifying things. At your nascent stage, I suppose that's not necessarily an option. But this morning you're introducing several layers to the story. And while I appreciate some of those initiatives where we're always part of the plan, and maybe you're just advancing the ball on some of these today, just help us get comfortable with the notion that now is the right time to lean into this App Harvest 2.0 restructuring. Yeah, Brian, so we've got our team and more at laser focus. David mentioned earlier that he's taken that over. We hired Julie Nelson from PepsiCo. And that team is laser focused. We know what we need to do. We need to produce not only yield, but number one tomatoes. And that team is laser focused on that task at hand. The other teams inside of the company have already been This has already been in place, and all we're doing now is holding them accountable. The tech team has been developing their products. David mentioned the hire from Amazon that's helping lead that, Mark. And then our value-added products team, which we've hired somebody from the Vital Farms team that's now on our team. And we've been building out that division. I've been working with Martha Stewart pretty closely on evaluating products. And we just want to be, you know, frank that, yes, we had a challenge of hiring 400 people and training them and hitting the yield, not only yield, but quality that we must get. That we can solve for, and that team that's working on that can solve for that. But these other opportunities, which David outlined, TechCo, Value Added Products, and then FarmCo, which we have been working on with Mastronardi for almost six to nine months and signed yesterday, and we're sprinting into that with them. You look at the three partners in this last quarter, Mastronardi, Equilibrium, and Rabobank are arguably the three most qualified parties globally in CEA, have all doubled down and gotten closer to us in the middle of some of these challenges of our second quarter in Moorhead. So it's our job as a team to figure out how to not only simplify and focus in Moorhead, but also prudently look at these other opportunities that continue to come our way, and that's our job for investors and shareholders, and that's something David has to help execute on with us here. I appreciate the comment, Jonathan. Best of luck to everyone going forward.

Our next question comes from John Baumgartner from Zoho Securities. You may begin.

Good morning. Thanks for the question. I guess maybe two for me. First is in terms of the plan JV with Mastronari. Just to clarify, what I'm hearing is that the JV is meant to be complementary. So can you walk through that in more detail? I mean, aside from enhancing the pace of financing and the optionality there, Will the JV target different crops than App Harvest? Will the JV focus its farm network outside of Appalachia? Just curious how the two structures coexist. And then my follow-up is on Project New Leaf. If you can clarify, I'm trying to reconcile the degree of incrementality of that $40 million in savings in light of the long-term EBITDA target being reiterated, the impact of the reductions, facility count, and so on. There's a lot of moving parts there. So just curious of New Leaf. How incremental are those savings relative to what was in the plan previously? Thank you.

I'll take number one. David will take number two. So FarmCo, which is underneath of that entity we've created, which is GroCo, is equal to what we're doing here in Appalachia. You know, we've made it very clear that our goal is to build in central Appalachia. We've been focused on eastern Kentucky, looking deeply at West Virginia. but we're very cognizant that this industry needs to be solved not only nationwide, but globally. FarmCo allows us to immediately expand throughout the U.S., further into the Northeast and into the Northern markets, as well as Atlantic and further West. As David mentioned, we'll be rolling out in detail in the next Q call what that looks like, but it will have its own management team, We'll be able to raise capital into that joint venture through private sources, and that is a vehicle that will rival our internal on-balance sheet assets at Apalachico, but it's complementary. So we'll be growing vine crops, berries, and leafy greens. And again, Mastronardi, it's not just a distribution deal. They're contributing a CEA facility that's operating into that JV, So, again, as we're having challenges in Moorhead, you know, the industry that knows this space is doubling down with us for the long term. But, again, you know, are we, again, to be very clear here, because I know there's going to be a lot coming off of this call, we are disappointed about what has taken place in Moorhead, and we're addressing it. But we are very bullish and optimistic, but we know that we need to prove to you all in Q3 and Q4 and into Q1.

Yeah, one thing to offer. FarmCo is about focusing all of our existing management on Appalachico. When you miss, as we did in Q2, and you have to address the headwinds, it means that the full weight and muscle of our management team needs to deliver on the network of farms in Appalachia. And that's now my job. But at the same time, creating a GroCo structure means that we don't distract existing management. We consolidate the benefit of non-Appalachian CEA activity, and we access capital that doesn't need to flow through Topco. It's actually a form of focusing existing management on the business at hand, but still accessing the upside in a capital light way for us and a management bandwidth light way for us, all of the growth outside of the Appalachian focus we have here. With regards to Project New Leaf, when you think about the $40 million, we try to be specific, but as you guide, Lauren can take you through this, the EBITDA associated with 2025, there is significant amount of the cost reduction that shows up in that guidance. But frankly, we believe the potential cost reductions and waste reductions far exceed what the EBITDA suggests in our guidance. And it's part of our new philosophy to point to goals that we absolutely can achieve. I'll let Lauren give you – we will, by the way, report on Project New Leaf every quarter in a rigorous way, but I'll let Lauren speak to the particulars on the sources of cost reduction and waste reduction which I think is on slide 15 of Project New Leafs, so that you're clear on how we're going to get there.

Yeah, so as we laid out, approximately $40 million in annual cost savings and productivity gains. We would expect to realize approximately $5 million of that through the rest of this year, but most of that's really going to come as we kind of ramp into next year, 2022. So a lot of that's going to be around training, investment in technology, a lot of the automation, and just improving business processes.

Great. Thank you very much for the detail. I greatly appreciate it.

Our next question is from Mark Connolly from Stevens. You may begin.

Hey, good morning. This is John Ryder on for Mark. So our first question is, Could you just talk more about the operational fine-tuning you're doing as you figure out how to get to the optimal results and mix with your tomato crops? And then are there opportunities within the nutrients and greenhouse conditions or something else?

No, Mark, it was as simple as training. You know, I don't want to be more blunt than that, but it was, you know, training and management protocols. Hiring 400 people that have never done this before, you know, we – We delivered close to yield. We did not deliver on the number one quality that we expect to achieve. And it's been a matter of putting the right training protocols in place. And that's been taking place. That is currently taking place. And that is at or on track or above where we would like to currently be. But market's as simple as training 400 people to run this facility. That has been a challenge, but the good thing is that that's solvable and we're aggressively leaning in on the training programs internally. I'll let David talk to that.

Yeah, thank you, John. And I'm going to turn you to detail because I don't want to repeat everything. But if you look to slide seven on the right-hand side, here's the good news. The business model works at Moorhead. And if you think about the things we're working on, there are four key areas, right? overhauling the packhouse so that we have the ability to check quality to produce more number ones. Remember, operationally, the more number ones we produce, which has significantly better pricing potential, it also has significantly better yield benefit over time because the more we can manage our quality, we can replicate it across many of these other future farms. What Jonathan was talking about is primarily this productivity savings. We're one of the few companies that have local access to skilled labor. During COVID, you hear so many of the companies talk about labor shortages. We proved the business model. There are plenty of very eager skilled labor resident here in Central Appalachia to help us build our farms. So while we proved that, we now need to have a world-class system that's driven by productivity. We talk about piece rate, or providing upward incentives to employees who already get a living wage, but who also need to be incentive for performing better. This is an example of what Jonathan was talking about. And then I got to tell you that the management focus and simplification, having a clear chain of command, I am accountable to Jonathan and And we now have experienced operators running Moorhead and with Julie helping optimize across our future network. I think that's really important. Having that absolute focus on daily delivery of results is the last piece that you'll see on that slide.

And, Mark, there's no easy way about it. You know, there's no easy way to train 400 people, and that's something that we just have to solve for.

Okay. Thank you. And then how different are the conditions you create in the greenhouse as you move from colder outdoor temps to warmer? Is it mostly just through the HVAC system, or do you change the way you seed, apply fertilizer, or manage pests as the outdoor seasons change, or anything else?

Yeah, Mark, it is very complex. I mean, the greenhouse, the facility, you know, I don't like to say greenhouse because you can think of a plastic hoop house with a dirt floor or what we're using. You know, the facility itself is alive while the plants are alive. And, yes, as the temperature changes, you know, up or down and what those swings are, we're changing the facility itself to monitor and control that environment. Again, none of that was really the issue here. The facility operated as planned. I mean, if you remember the ice storm back in February, we operated through that and continued to operate the facility as So, you know, the asset itself is operating the way we had anticipated. You know, the one challenge we had was, again, led back to management and training of the new 400 employees we have, and that's where we're focused. But the facility itself, yes, we're making improvements. You know, every facility we build is going to be innovating on top of the last, but we have a great design. We're building four other facilities now, and the facility itself is proven. Now it's It's the people inside that we need to give the tools to be able to succeed.

All right. Thank you.

Thank you. And that's all the time we have for questions today. And this will conclude our conference call. Thank you for participating. You may now disconnect.