Local Bounti (LOCL) risk factors, FY2025 10-K

Risks Related to Local Bounti's Business

1. 01These expenditures alternatively may not result in the growth of Local Bounti's business, which could adversely affect Local Bounti's financial condition and results of operations
2. 02Local Bounti currently relies on a limited number of facilities for its operations80% rewritten
3. 03Local Bounti's ability to decrease its cost of goods sold over time is dependent on its ability to scale its operations and Local Bounti may not be able to achieve such decreases due to factors outside of its control such as inflation or global supply chain interruptions
4. 04Any damage to or problems with Local Bounti's CEA facilities could severely impact Local Bounti's operations and financial condition
5. 05There can be no assurance that future acquisitions, investments or expansions of scope of existing relationships will have a beneficial impact on Local Bounti's business, financial condition and results of operations
6. 06We may evaluate and consider potential strategic transactions, including acquisitions of greenhouses or other indoor farming operations, and other assets in the future. We also may enter into relationships with other businesses to expand our business
7. 07Local Bounti depends on employing a skilled local labor force, and failure to attract and retain qualified employees could negatively impact its business, results of operations and financial condition
8. 08If Local Bounti fails to develop and maintain its brand, its business could suffer
9. 09Local Bounti's estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the market in which it competes achieves the forecasted growth, Local Bounti's business could fail to grow at similar rates, if at all
10. 10If Local Bounti cannot maintain its company culture or focus on its vision as it grows, Local Bounti's business and competitive position may be harmed
11. 11Local Bounti may not be successful in implementing its growth strategy, which includes the expansion of its product lines and technological capabilities, and may include the future development of new commercial facilities30% rewritten
12. 12assets which do not perform to expected operational results or profitability, which could adversely affect its business, financial condition and results of operationsNew
13. 13If Local Bounti is unable to develop and operate facilities at a larger scale than initial facilities, its business, financial condition and results of operations could be adversely affected
14. 14Local Bounti's operating costs to grow and sell its products may be higher than expected, which could impact its results and financial condition
15. 15including water supply, nutrients, growth media, food safety testing, sanitation supplies and packaging materials, among others. If the cost of any of these inputs increases materially, then Local Bounti's financial results could be adversely affectedNew
16. 16If Local Bounti's estimates or judgments relating to its critical accounting policies prove to be incorrect, its results of operations could be adversely affected
17. 17If Local Bounti fails to continue to maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in Local Bounti

Risks Related to the Natural Food Market

1. 18Local Bounti faces risks inherent in the CEA business, including the risks of diseases and pests
2. 19Local Bounti may not be able to compete successfully in the highly competitive natural food market
3. 20Local Bounti may not be able to compete against competition from traditional field farm operators, both domestic and abroad, as well as from indoor growers or high-tech agricultural startups that are focused on local production within or near major cities, which would take away potential market share from Local Bounti
4. 21The CEA business is generally capital intensive but has relatively low barriers to entry, and Local Bounti will not be able to prevent competitors from building and operating their own indoor farming sites

Risks Related to Local Bounti's Technology, Intellectual Property and Infrastructure

1. 22Local Bounti may need to defend itself against intellectual property infringement claims, which may be time-consuming and could cause Local Bounti to incur substantial costs
2. 23The loss of, or failure to achieve, any registered patent, trademark, or other intellectual property rights could enable other companies to compete more effectively with Local Bounti62% rewritten
3. 24employees, suppliers and independent contractors generally require that all information made known to them be kept strictly confidentialNew
4. 25Local Bounti relies on information technology systems and any inadequacy, failure, interruption or security breaches of those systems may harm its ability to effectively operate its business
5. 26In addition, Local Bounti's information technology systems may be vulnerable to damage or interruption from circumstances beyond Local Bounti's control, including fire, natural disasters, systems failures, viruses and security breaches. Any such damage or interruption could negatively impact Local Bounti's business49% rewritten
6. 27Local Bounti’s use of artificial intelligence presents risks and challenges that could adversely affect its businessNew

Risks Related to our Customers

1. 28Local Bounti could be adversely affected by a change in consumer preferences, perception and spending habits in the food industry, and failure to develop and expand its product offerings or gain market acceptance of its products could have a negative effect on Local Bounti's business43% rewritten
2. 29due to financial hardship, increased price sensitivity, inflationary concerns, or other local or global economic issuesNew
3. 30Demand for lettuce, herbs, and other produce is subject to seasonal fluctuations and may adversely impact Local Bounti's results of operations in certain quarters
4. 31As Local Bounti grows its sales into the retail channel and increase sales through individual retailers, the loss or significant reductions in orders from Local Bounti's top retail customers could have a material adverse impact on its business

Risks Related to Legal Matters and Regulations

1. 32Local Bounti may be subject to litigation and government inquiries and investigations involving its business, the outcome of which is unpredictable, and an adverse decision in any such matter could have a material effect on Local Bounti's financial position and results of operations
2. 33Local Bounti's business involves significant risks and uncertainties that may not be covered by indemnity or insurance
3. 34CEA is a relatively new industry lacking a deep body of specific regulations applicable to its operations. As the industry matures, Local Bounti may become subject to new regulations that may adversely affect its business
4. 35Political issues and considerations, including tariffs, could have a significant effect on Local Bounti's business72% rewritten
5. 36Changes in global trade policy could adversely affect our business37% rewritten
6. 37Local Bounti's brand and reputation may be diminished due to real or perceived quality or food-safety issues with its products, which could negatively impact Local Bounti's business, reputation, operating results and financial condition46% rewritten
7. 38the USDA, the FDA, and other governmental guidelines, which may adversely affect the quality and safety of Local Bounti's productsNew
8. 39Local Bounti's operations are subject to regulation by the USDA, the FDA and other federal, state and local regulation, and while Local Bounti intends to comply with all such applicable regulations, there is no assurance that Local Bounti will be in compliance with all such regulations
9. 40Failure by any suppliers of raw materials to comply with food safety, environmental or other laws and regulations, or with the specifications and requirements of Local Bounti's products, may disrupt Local Bounti's supply of products and adversely affect its business
10. 41Climate change, or legal, regulatory, or market measures to address climate change, may negatively affect our business and operations
11. 42The unavailability, reduction or elimination of government and economic incentives could negatively impact Local Bounti's business, prospects, financial condition and operating results

Risks Relating to Ownership of Our Securities

1. 43The price of our securities may be volatile or may decline regardless of our operating performance45% rewritten
2. 44Although we do not expect to rely on the "controlled company" exemption, we qualify as a "controlled company" within the meaning of the NYSE rules, and we qualify for exemptions from certain corporate governance requirementsNew
3. 45Local Bounti has never paid cash dividends on our capital stock and does not anticipate paying dividends in the foreseeable future
4. 46Anti-takeover provisions contained in our Certificate of Incorporation and Bylaws and applicable laws could impair a takeover attempt
5. 47Local Bounti is subject to risks related to taxation in the United States
6. 48Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect Local Bounti's business and future profitability
7. 49Local Bounti's ability to use its NOL carryforwards to offset future taxable income may be subject to certain limitations
8. 50One of Local Bounti's most significant assets is its direct and indirect interests in its subsidiaries and, accordingly, Local Bounti is dependent upon distributions from its subsidiaries to pay taxes and cover its corporate and other overhead expenses and pay dividends, if any, on the common stock
9. 51There is no guarantee that the 2021 warrants will be in the money at the time they become exercisable, and they may expire worthless
10. 52We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless
11. 53We may issue a substantial number of additional shares of common stock under an employee incentive plan. Any such issuances would dilute the interest of our stockholders and likely present other risks
12. 54Our failure to meet the NYSE's continued listing requirements could result in the suspension of trading of our common stock and a subsequent delisting of our common stock
13. 55Future sales of shares by existing stockholders and future exercise of registration rights may adversely affect the market price of our common stock
14. 56If securities or industry analysts do not publish or cease publishing research or reports about Local Bounti, its business or its market, or if they change their recommendations regarding the common stock adversely, the price and trading volume of the common stock could decline