AppHarvest (“the Company”), a leading AgTech company and Certified
B Corp building and operating some of the country’s largest
high-tech indoor farms to sustainably grow affordable, nutritious,
chemical pesticide-free non-GMO fruits and vegetables at scale
using 90 percent less water than traditional open-field agriculture
and 100 percent recycled rainwater, and Novus Capital Corp.
(Nasdaq: NOVS) (“Novus Capital”), a publicly traded special purpose
acquisition company, announced today that they have completed their
previously announced business combination and related charter
amendments. The resulting company is named AppHarvest, Inc. and its
common stock and warrants will commence trading on Nasdaq under the
new ticker symbols “APPH” and “APPHW,” respectively, on Monday,
February 1, 2021. AppHarvest has qualified to list on the Nasdaq
Global Select Market, which is the highest of three tiers based on
certain financial, liquidity and corporate governance requirements
that the company met. The combined company will be led by Jonathan
Webb, AppHarvest’s Founder & Chief Executive Officer.
The Boards of Directors of AppHarvest and Novus
Capital unanimously approved the transaction, and the transaction
was also approved at a special meeting of Novus Capital
shareholders on January 29, 2021.
Company Overview
AppHarvest, committed to ESG principles and
social impact, is redefining and transforming American agriculture
by developing modern, large-scale and efficient indoor farms in
Central Appalachia, a water-rich region strategically located
within a day’s drive of approximately 70% of the U.S. population.
AppHarvest has strong relationships with the leading agricultural
and construction firms and universities in the Netherlands, the
world’s leader in high-tech controlled environment indoor farms.
The Netherlands, despite a land mass similar in size to Eastern
Kentucky, is the world’s second-largest agricultural exporter
behind only the United States due to its extensive network of
controlled environment agriculture facilities. These relationships
allow the Company to leverage the most recent proven technologies
in an effort to sustainably increase crop yields, improve access to
nutritious, non-GMO food, build a consistent and safe U.S.-grown
food supply for national grocers, and increase investment and
employment in Appalachia. The Company operates a 60-acre controlled
environment agriculture facility in Morehead, Kentucky — one of the
largest high-tech greenhouses in the world — and has an active
development pipeline for up to 12 large-scale indoor
controlled-environment farm projects through 2025.
AppHarvest has achieved several key commercial
milestones since announcing the business combination on September
29, 2020:
- January 19, 2021: Announced
first-ever harvest of Beefsteak tomatoes from its 60-acre Morehead,
Kentucky, flagship indoor farm, and began shipping to select
national grocery retailers. The Morehead facility alone is expected
to produce about 45 million pounds of tomatoes annually.
- October 26, 2020: Announced the
start of construction on a third high-tech controlled environment
agriculture facility in Central Appalachia and expansion into
growing leafy greens. Located in Berea, Kentucky, the farm, when
complete, will be 15 acres.
- October 20, 2020: Announced the
start of construction on a second high-tech controlled environment
agriculture facility in Madison County, Kentucky. The farm, when
complete, will exceed 60 acres and will double AppHarvest's
existing growing space in Central Appalachia.
“Today marks an important milestone for
AppHarvest and for American agriculture as we drive the next
chapter of our growth as a public company,” said Jonathan Webb,
Founder and Chief Executive Officer of AppHarvest, “The capital we
raised in this transaction will further advance our mission of
transforming agriculture by developing large-scale sustainable food
production in the heart of Central Appalachia. We currently import
nearly half of all fresh vine crops sold in the U.S. To create a
more resilient food system, we must farm more efficiently and
closer to where the food is needed.”
David Lee joined AppHarvest as president on Jan.
25, having previously served in the CFO and COO roles at Impossible
Foods and bringing decades of experience across retail and consumer
industries driving business transformation and optimizing
organizational effectiveness from Del Monte to Zynga to Impossible
Foods. He will focus on accelerating infrastructure buildout,
strengthening marketing and establishing effective product
development processes as AppHarvest works to build an iconic brand
that disrupts traditional agriculture.
“In a marketplace where consumers are more
knowledgeable and conscientious than ever about the food they buy,
we have a tremendous opportunity at AppHarvest to build a
trustworthy sustainable foods brand that people care about,” said
AppHarvest President David Lee. “Customers are craving better
quality food options—and ones they can feel better about because
the company is socially conscious and environmentally responsible.
With our first harvest already underway and produce shipping to
major grocery outlets, we reiterate our full-year 2021
guidance.”
Supported by early sales from its first harvest,
AppHarvest reaffirms guidance on full-year 2021 net revenue of $21
million and Adjusted EBITDA of ($41) million provided during its
Analyst Day presentation on December 15, 2020. Note, Adjusted
EBITDA excludes stock-based compensation and other non-cash
items.
“Jonathan Webb and his talented team at
AppHarvest have established a unique platform for rapid growth and
value creation that will be further strengthened by this
transaction and entrance into the public markets,” said Bob Laikin,
Chairman of Novus Capital. “We look forward to seeing the team
capitalize on the attractive opportunities that lie ahead given the
heightened investor focus on ESG initiatives and the secular shift
to plant-based foods, as AppHarvest continues to redefine American
agriculture.”
Transaction Overview
As a result of this transaction, AppHarvest has
received approximately $475 million of gross proceeds, including
$375 million from the fully committed common stock PIPE anchored by
existing and new investors – including Fidelity Management &
Research Company, LLC, Inclusive Capital and Novus Capital. The
transaction provides AppHarvest over $435 million of unrestricted
cash, which will primarily be used to fund operations, including
building additional high-tech controlled environment indoor farms,
support growth and for other general corporate purposes.
A more detailed description of the transaction
terms will be included in a current report on Form 8-K to be filed
by AppHarvest, Inc. with the U.S. Securities and Exchange
Commission (“SEC”), as well as Novus Capital’s previous filings
with the SEC. Once AppHarvest’s common stock and warrants commence
trading on Nasdaq under the new ticker symbols “APPH” and “APPHW,”
the Novus Capital units (“NOVSU”) will cease trading on Nasdaq.
Cowen served as sole placement agent and capital
markets advisor, and Blank Rome LLP served as legal advisor to
Novus Capital. Cowen served as financial advisor and Cooley LLP
served as legal advisor to AppHarvest.
About AppHarvest
AppHarvest, a public benefit corporation and
Certified B Corp, is an applied technology company building some of
the world’s largest indoor farms in Appalachia. The Company
combines conventional agricultural techniques with cutting-edge
technology and is addressing key issues including improving access
for all to nutritious food, farming more sustainably, building a
home-grown food supply, and increasing investment in Appalachia.
The Company’s 60-acre Morehead, Kentucky facility is among the
largest indoor farms in the U.S. For more information, visit
https://www.appharvest.com/.
Non-GAAP Financial Measures
The financial information and data contained
this press release is unaudited and does not conform to Regulation
S-X. Accordingly, such information and data may not be included in,
may be adjusted in, or may be presented differently in, any proxy
statement/prospectus or registration statement or other report or
document to be filed or furnished by the Company with the SEC. Some
of the financial information and data contained in this press
release, such as EBITDA or Adjusted EBITDA, has not been prepared
in accordance with United States generally accepted accounting
principles (“GAAP”). The Company believes these non-GAAP measures
of financial results provide useful information to management and
investors regarding certain financial and business trends relating
to the Company’s financial condition and results of operations. The
Company’s management uses these non-GAAP measures for trend
analyses and for budgeting and planning purposes. A reconciliation
for the Company’s 2021E non-GAAP financial measures to the most
directly comparable GAAP financial measures is not included,
because, without unreasonable effort, the Company is unable to
predict with reasonable certainty the amount or timing of non-GAAP
adjustments that are used to calculate these non-GAAP financial
measures.
The Company believes that the use of these
non-GAAP financial measures provides an additional tool for
investors to use in evaluating projected operating results and
trends. Other similar companies may present different non-GAAP
measures or calculate similar non-GAAP measures differently.
Management does not consider these non-GAAP measures in isolation
or as an alternative to financial measures determined in accordance
with GAAP. The principal limitation of these non-GAAP financial
measures is that they exclude significant expenses that are
required by to be presented in the Company’s GAAP financial
statements. In addition, they are subject to inherent limitations
as they reflect the exercise of judgment by management about which
expenses are excluded in determining these non-GAAP financial
measures. You should review the Company’s audited financial
statements prepared in accordance with GAAP, which will be included
in a combined registration statement and proxy statement to be
filed with the SEC.
Forward-Looking Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
All statements, other than statements of present or historical fact
included in this press release, regarding the business combination,
AppHarvest’s expected use of proceeds from the business combination
and PIPE, the benefits of the transaction and AppHarvest’s future
financial performance, as well as AppHarvest’s growth plans and
strategy, ability to capitalize on commercial opportunities, future
operations, estimated financial position, estimated adjusted
EBITDA, revenues and losses, projected costs, prospects, plans and
objectives of management are forward-looking statements. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of AppHarvest’s management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on as, a guarantee, an assurance, a prediction,
or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of AppHarvest. These forward-looking statements
are subject to a number of risks and uncertainties, including those
discussed in the final prospectus/proxy statement filed with the
SEC by Novus Capital on January 11, 2021 under the heading “Risk
Factors,” and other documents Novus Capital has filed, or that
AppHarvest will file, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. In addition, forward-looking statements
reflect AppHarvest’s expectations, plans, or forecasts of future
events and views as of the date of this press release. AppHarvest
anticipates that subsequent events and developments will cause its
assessments to change. However, while AppHarvest may elect to
update these forward-looking statements at some point in the
future, AppHarvest specifically disclaims any obligation to do so.
These forward-looking statements should not be relied upon as
representing AppHarvest’s assessments of any date subsequent to the
date of this press release. Accordingly, undue reliance should not
be placed upon the forward-looking statements.
Investor Contacts
Chris Mandeville and John
MillsAppHarvestIR@icrinc.com
Media Contacts
Cory Ziskind and Keil
DeckerAppHarvestPR@icrinc.com
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