Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 07, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Entity Registrant Name | DANIMER SCIENTIFIC, INC. | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 100,750,215 | ||
Entity Public Float | $ 2,198 | ||
ICFR Auditor Attestation Flag | true | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001779020 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-39280 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 140 Industrial Boulevard | ||
Entity Address, City or Town | Bainbridge | ||
Entity Address, State or Province | GA | ||
Entity Tax Identification Number | 84-1924518 | ||
Entity Address, Postal Zip Code | 39817 | ||
City Area Code | 229 | ||
Local Phone Number | 243-7075 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Atlanta, Georgia | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | ||
Trading Symbol | DNMR | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 286,487 | $ 377,581 |
Accounts receivable, net | 17,149 | 6,605 |
Other receivables, net | 3,836 | 0 |
Inventories, net | 24,573 | 13,642 |
Prepaid expenses and other current assets | 4,737 | 3,089 |
Contract assets | 3,576 | 1,466 |
Total current assets | 340,358 | 402,383 |
Property, plant and equipment, net | 316,181 | 106,795 |
Intangible assets, net | 84,659 | 1,801 |
Goodwill | 62,649 | 0 |
Right-of-use assets | 19,240 | 19,387 |
Leverage loans receivable | 13,408 | 13,408 |
Restricted cash | 481 | 2,316 |
Loan fees | 1,397 | 0 |
Other assets | 224 | 111 |
Total assets | 838,597 | 546,201 |
Current liabilities | ||
Accounts payable | 20,790 | 10,610 |
Accrued liabilities | 18,777 | 9,220 |
Unearned revenue and contract liabilities | 214 | 2,455 |
Current portion of lease liability | 3,337 | 3,000 |
Current portion of long-term debt, net | 357 | 25,201 |
Total current liabilities | 43,475 | 50,486 |
Private warrants liability | 9,578 | 82,860 |
Long-term lease liability, net | 22,693 | 24,175 |
Long-term debt, net | 260,934 | 31,386 |
Deferred income taxes | 1,014 | 0 |
Other long-term liabilities | 638 | 1,250 |
Total liabilities | 338,332 | 190,157 |
Commitments and contingencies (Note 19) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized: 100,687,820 and 84,535,640 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 10 | 8 |
Additional paid-in capital | 619,145 | 414,819 |
Accumulated deficit | (118,890) | (58,783) |
Total stockholders’ equity | 500,265 | 356,044 |
Total liabilities and stockholders’ equity | $ 838,597 | $ 546,201 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 100,687,820 | 84,535,640 |
Common stock, shares outstanding | 100,687,820 | 84,535,640 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Total revenues | $ 58,749 | $ 47,333 | $ 32,344 |
Costs and expenses: | |||
Cost of revenue | 57,865 | 35,876 | 21,237 |
Selling, general and administrative | 80,004 | 19,343 | 16,027 |
Research and development | 20,270 | 7,851 | 5,482 |
Gain on disposal of assets | 82 | (9) | (281) |
Legal settlement | 0 | 0 | 8,000 |
Total costs and expenses | 158,221 | 63,061 | 50,465 |
Loss from operations | (99,472) | (15,728) | (18,121) |
Nonoperating (expense) income: | |||
Gain on remeasurement of private warrants | 27,767 | 3,720 | 0 |
Interest, net | (763) | (2,080) | (3,135) |
Gain on forgiveness of debt | 1,776 | 5,266 | 5,550 |
Gain on loan extinguishment | (2,604) | 0 | 0 |
Other, net | (44) | (31) | 277 |
Total nonoperating (expense) income: | 26,132 | 6,875 | 2,692 |
Loss before income taxes | (73,340) | (8,853) | (15,429) |
Income taxes | 13,233 | 0 | (4,085) |
Net loss | $ (60,107) | $ (8,853) | $ (19,514) |
Basic and diluted net loss per share (in Dollars per share) | $ (0.65) | $ (0.30) | $ (0.77) |
Weighted average number of common shares used to compute basic and diluted net loss per common share (in Shares) | 93,078,004 | 29,570,658 | 25,335,298 |
Products | |||
Revenue | |||
Total revenues | $ 50,769 | $ 40,692 | $ 26,862 |
Services | |||
Revenue | |||
Total revenues | $ 7,980 | $ 6,641 | $ 5,482 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2018 | $ 3,000 | $ 56,751,000 | $ (30,416,000) | |
Exercise of warrants, net of issuance costs | 0 | |||
Stock-based compensation expense | 5,271,000 | |||
Fair value of private warrants converted to public warrants | 0 | |||
Purchase of capped call options | 0 | |||
Stock issued under stock compensation plans | 0 | |||
Shares retained for employee taxes | 0 | |||
Issuance of common stock, net of issuance costs | 0 | 8,752,000 | ||
Beneficial conversion feature on convertible notes | 331,000 | |||
Private warrant liability assumed in Business Combination | ||||
Repurchase and retirement of common stock | (4,602,000) | |||
Conversion of debt to common stock | 0 | |||
Convertible debt converted at date of reverse acquisition | 0 | |||
Recapitalization proceeds from sale of common stock, net of transaction costs of $22,844 | 0 | |||
Sale of common shares to private investors | 0 | |||
Net loss | (19,514,000) | (19,514,000) | ||
Balances at Dec. 31, 2019 | 16,576,000 | 3,000 | 66,503,000 | (49,930,000) |
Exercise of warrants, net of issuance costs | 0 | |||
Stock-based compensation expense | 3,645,000 | |||
Fair value of private warrants converted to public warrants | 0 | |||
Purchase of capped call options | 0 | |||
Stock issued under stock compensation plans | 5,540,000 | |||
Shares retained for employee taxes | 0 | |||
Issuance of common stock, net of issuance costs | 5,000 | 32,517,000 | ||
Beneficial conversion feature on convertible notes | 93,000 | |||
Private warrant liability assumed in Business Combination | 86,580,000 | (86,580,000) | ||
Repurchase and retirement of common stock | 0 | |||
Conversion of debt to common stock | 655,000 | |||
Convertible debt converted at date of reverse acquisition | 11,068,000 | |||
Recapitalization proceeds from sale of common stock, net of transaction costs of $22,844 | 171,380,000 | |||
Sale of common shares to private investors | 209,998,000 | |||
Net loss | (8,853,000) | (8,853,000) | ||
Balances at Dec. 31, 2020 | 356,044,000 | 8,000 | 414,819,000 | (58,783,000) |
Exercise of warrants, net of issuance costs | 138,196,000 | |||
Stock-based compensation expense | 55,270,000 | |||
Fair value of private warrants converted to public warrants | 45,515,000 | |||
Purchase of capped call options | (35,040,000) | |||
Stock issued under stock compensation plans | 3,005,000 | |||
Shares retained for employee taxes | (1,728,000) | |||
Issuance of common stock, net of issuance costs | 2,000 | (892,000) | ||
Beneficial conversion feature on convertible notes | 0 | |||
Private warrant liability assumed in Business Combination | 0 | |||
Repurchase and retirement of common stock | 0 | |||
Conversion of debt to common stock | 0 | |||
Convertible debt converted at date of reverse acquisition | 0 | |||
Recapitalization proceeds from sale of common stock, net of transaction costs of $22,844 | 0 | |||
Sale of common shares to private investors | 0 | |||
Net loss | (60,107,000) | (60,107,000) | ||
Balances at Dec. 31, 2021 | $ 500,265,000 | $ 10,000 | $ 619,145,000 | $ (118,890,000) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders’ Equity (Parentheticals) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Recapitalization proceeds from transaction costs | $ 22,844 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (60,107) | $ (8,853) | $ (19,514) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Gain on remeasurement of private warrants | (27,767) | (3,720) | 0 |
Stock-based compensation | 55,270 | 3,645 | 5,271 |
Depreciation and amortization | 11,674 | 4,609 | 3,507 |
Deferred income taxes | (13,233) | 0 | 4,137 |
Loss on write-off of deferred loan costs | 1,939 | 0 | 0 |
Amortization of debt issuance costs and debt discounts | 480 | 1,655 | 1,511 |
Amortization of right-of-use assets and lease liability | 1,040 | 514 | 562 |
Gain on forgiveness of debt | (1,776) | (5,266) | (5,550) |
(Gain) loss on disposal of fixed assets | 82 | (9) | (281) |
Other | 389 | ||
Interest incurred but not paid | 0 | 809 | 0 |
Changes in operating assets and liabilities, net of effects of aquisitions: | |||
Accounts receivable, net | (10,835) | (1,600) | 2,195 |
Inventories, net | (9,799) | (6,604) | (2,993) |
Prepaid expenses and other current assets | (4,336) | (2,392) | (263) |
Contract assets | (2,110) | (708) | (757) |
Other assets | (75) | 5 | (73) |
Accounts payable | 2,048 | 993 | 3,635 |
Accrued and other long-term liabilities | (1,526) | 5,250 | 7,360 |
Unearned revenue and contract liabilities | (2,241) | (2,125) | (420) |
Net cash used in operating activities | (62,963) | (13,797) | (1,673) |
Cash flows from investing activities | |||
Purchases of property, plant and equipment and intangible assets | (185,411) | (38,268) | (36,560) |
Acquisition of Novomer, net of cash acquired | (151,179) | 0 | 0 |
Proceeds from sales of property, plant and equipment | 422 | 9 | 875 |
Investment in leverage loans receivable related to NMTC financing | 0 | 0 | (13,408) |
Net cash used in investing activities | (336,168) | (38,259) | (49,093) |
Cash flows from financing activities | |||
Proceeds from long-term debt | 240,245 | 4,547 | 48,251 |
Proceeds from exercise of warrants, net of issuance costs | 138,196 | 0 | 0 |
Proceeds from Business Combination and PIPE offering | 0 | 403,702 | 0 |
Purchase of capped call options | (35,040) | ||
Principal payments on long-term debt | (27,162) | (1,941) | (15,222) |
Transaction costs related to Business Combination and PIPE offering | 0 | (21,556) | 0 |
Cash paid for debt issuance cost | (10,424) | (135) | (4,681) |
Cash paid for employee taxes funded by shares withheld | (1,728) | 0 | 0 |
Proceeds from exercise of stock options | 2,899 | 5,540 | 0 |
Proceeds from issuance of common stock, net of issuance costs | (890) | 32,518 | 8,752 |
Proceeds from employee stock purchase plan | 106 | 0 | 0 |
Proceeds from NMTC financing | 0 | 0 | 21,000 |
Repurchase and retirement of common stock | 0 | 0 | (4,602) |
Net cash provided by financing activities | 306,202 | 422,675 | 53,498 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (92,929) | 370,619 | 2,732 |
Cash and cash equivalents and restricted cash | |||
Beginning of year | 379,897 | 9,278 | 6,546 |
End of year | $ 286,968 | $ 379,897 | $ 9,278 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1. B asis of Presentation Description of Business Danimer Scientific, Inc. (“Danimer”) together with its subsidiaries (collectively referred to as the “Company”) is a performance polymer company specializing in bioplastic replacements for traditional petroleum-based plastics. The Company (formerly Live Oak Acquisition Corp. (“Live Oak”)), was originally incorporated in the State of Delaware on May 24, 2019 as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses. Live Oak completed its initial public offering in May 2020. On December 29, 2020 (“Closing Date”), Live Oak consummated a business combination (“Business Combination”) pursuant to an Agreement and Plan of Merger, dated as of October 3, 2020, (as amended by Amendment No. 1, dated as of October 8, 2020, and Amendment No. 2, dated as of December 11, 2020, (collectively “Merger Agreement”), by and among Live Oak, Green Merger Corp., (“Merger Sub.”) and Meredian Holdings Group, Inc. (“MHG” or “Legacy Danimer”). Immediately upon consummation of the Business Combination, Merger Sub. merged with and into Legacy Danimer, with Legacy Danimer surviving the merger as a wholly owned subsidiary of Live Oak. In connection with the Business Combination, Live Oak changed its name to Danimer Scientific, Inc. The Company’s common stock is listed on the New York Stock Exchange under the symbol “DNMR”. Unless the context otherwise requires, “we”, “us”, “our”, “Danimer”, “Danimer Scientific”, and the “Company” refer to Danimer Scientific, Inc., the combined company and its subsidiaries following the Business Combination. Refer to Note 4 for further discussion of the Business Combination. On August 11, 2021, we closed the acquisition of Novomer, Inc. (“Novomer”). Novomer's financial results are included in our consolidated results from the acquisition date forward. Financial Statements The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and consolidate all assets and liabilities of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. We do not have any items of other comprehensive income (loss), accordingly, there is no difference between net loss and comprehensive (loss) income for 2021, 2020 or 2019, so a separate Statement of Comprehensive Income (Loss) that would otherwise be required is not presented. COVID-19 In late 2019, a novel strain of coronavirus was reported in Wuhan, Hubei, China. In March 2020, the World Health Organization determined the resulting outbreak of COVID-19, the disease caused by this novel coronavirus, to be a pandemic. The pandemic is disrupting supply chains worldwide as national and local governments implement measures intended to slow the spread of COVID-19, with production and sales across a range of industries impacted in different ways. The extent of future impacts of COVID-19 on our operations and our financial performance will depend on developments outside of our control, including the duration and spread of the outbreak; its impact on customers, employees, and vendors; and broader economic conditions, all of which remain uncertain and cannot be predicted at this time. During the year ended December 31, 2020, the President of the United States signed and enacted into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and the Consolidated Appropriations Act, 2021 (“CAA”). Among other provisions, the CARES Act and the CAA provide relief to U.S. federal corporate taxpayers through temporary adjustments to net operating loss rules, changes to limitations on interest expense deductibility, and the acceleration of available refunds for minimum tax credit carryforwards. The CARES Act and the CAA did not have a material effect on our consolidated financial statements. In April 2020, we received a loan in the amount of approximately $ 1.8 million pursuant to the Paycheck Protection Program (“PPP”) established by the CARES Act. Under terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. During 2021, this loan was forgiven. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Segments Our chief operating decision maker is the Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. We have one primary business activity and there are no segment managers who are held accountable for operating results at a level below the consolidated unit level. Accordingly, we have determined that we have one operating and reportable segment. Cash and Cash Equivalents and Restricted Cash We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash or deposits with financial institutions and deposits in highly liquid money market securities. Deposits with financial institutions are insured by the Federal Deposit Insurance Corporation up to $ 250,000 . Our bank deposits exceed federally-insured limits. At December 31, 2021 and 2020, long-term restricted cash included $ 0.4 million and $ 0.5 million, respectively, related to amounts required under New Markets Tax Credit (“NMTC”) debt agreements with various lenders. At December 31, 2020, restricted cash also included $ 1.8 million in an escrow account to fund possible repayment of the PPP loan, which was forgiven and the escrow was collected in 2021 (see Note 12 ). Accounts Receivable, net We record accounts receivable at the stated amount of the transactions with our customers and we do not charge interest. The allowance for credit losses is our best estimate of the amount of probable credit losses associated with our accounts receivable. We determine the allowance based on historical experience, current conditions, and reasonable and supportable forecasts. Past-due balances are reviewed individually for collectability. We charge off account balances against the allowance after we have exhausted all means of collection and we consider the potential for recovery to be remote. At December 31, 2021 and 2020 the allowances for credit losses were $ 0.5 million and $ 0.1 million , respectively. Our accounts receivable generally have net 30 to net 60 -day payment terms and we usually receive consideration in accordance with the payment terms of the contract. Accordingly, we do not provide customers significant financing arrangements. As of December 31, 2021 and 2020, trade accounts receivable were $ 16.8 million and $ 6.3 million, respectively, with the remainders representing other receivables. Inventories, net Inventories primarily consist of raw materials and finished products and are valued at the lower of cost or net realizable value. We determine cost using the average cost method. We review the carrying value of inventory on a periodic basis for excess or obsolete items based on historical turnover and assumptions about future product demand, and by analyzing the current selling price for purposes of accounting for inventory at the lower of cost or net realizable value. If we determine the quantities exceed the estimated forecast, that an item is obsolete, or the expected net realizable value upon sale is lower than the currently recorded cost, we record a write-down, charged to cost of revenue, to reduce the value of the inventory to its net realizable value and establish a new cost basis. Property, Plant and Equipment, net Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Property, plant and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to forty years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term of twenty years. Major property additions, replacements, and improvements that extend useful life are capitalized, while maintenance and repairs which do not extend the useful lives of the assets are expensed. Net gains or losses on equipment sales and other property dispositions are reflected as operating income or expense. Impairment of Goodwill and Long-Lived Assets We test goodwill for impairment annually as of November 1 or more frequently if events or circumstances indicate possible impairment. Other long-lived assets, such as property, plant and equipment and finite-lived intangible assets, are amortized over their respective estimated useful lives and reviewed for impairment if events or circumstances indicate possible impairment. There were no impairments recognized during 2021, 2020 or 2019. Convertible Debt and Capped Call We elected the early adoption of ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") effective January 1, 2021. This adoption had no impact on our financials prior to the issuance of our convertible debt on December 21, 2021. We reviewed the applicable models under the simplified guidance and determined that this borrowing should be accounted for as debt and should be presented at stated carrying value net of issuance costs. Additionally, we determined that the conversion feature qualified for a scope exception and was not required to be accounted for separately as a derivative. In conjunction with the convertible debt, we entered into capped call transactions in which we purchased a call option to receive shares of our common stock. The capped call options are legally separate from the convertible debt, and we accounted for the capped call options separately from the convertible debt. The capped call options are indexed to our own common stock and classified in stockholders’ equity. The premiums paid for the capped call, determined to be the fair value of the capped call options at inception, have been included as a reduction to additional paid-in capital. Debt Issuance Costs Debt issuance costs related to long-term debt are reported as a direct deduction from that debt, except for costs associated with debt instruments with no outstanding borrowings, which are reflected as an asset. Debt issuance costs are amortized using the straight-line method which approximates the effective interest rate method over the term of the related debt. Amortization of debt issuance costs is included in interest expense in the consolidated statements of operations and was $ 0.5 million , $ 1.0 million and $ 1.3 million , respectively, during 2021, 2020 and 2019. Revenue Recognition We recognize revenue from product sales and services in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). We recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. At contract inception, we assess the goods or services promised within each contract and determine which are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. We derive our revenues primarily from: 1) product sales of developed compostable resins based on polyhydroxyalkanoates (“PHA”), polylactic acid (“PLA”) and other renewable materials; and 2) research and development (“R&D”) services related to developing customized formulations of biodegradable resins based on PHA. We generally produce and sell finished products, for which we recognize revenue upon shipment, which is typically when control of the underlying product is transferred to the customer and all other revenue recognition criteria have been met. Due to the highly specialized nature of our products, returns are infrequent, and therefore we do not estimate amounts for sales returns and allowances. We offer a standard quality assurance warranty related to the fitness of our finished goods. There are no forms of variable consideration such as discounts, rebates, or volume discounts that we estimate to reduce our transaction price. R&D service revenues generally involve milestone-based contracts under which we work with a customer to develop a PHA-based solution designed to the customer’s specifications, which may involve a single or multiple performance obligations. When an R&D contract has multiple performance obligations, we allocate the transaction price to the performance obligations utilizing a cost-plus approach to estimate the stand-alone selling price, which contemplates the level of effort to satisfy the performance obligations, and then allocate the transaction price to each of the performance obligations based on the relative percentage of the stand-alone selling price. We recognize revenue for these R&D services over time with progress based on personnel hours incurred to date as a percentage of total estimated personnel hours for each performance obligation identified within the contract. Upon completion of the R&D services, the customers have an option to enter into long-term supply agreements with us for the product(s) that were developed within the respective contracts. We concluded these customer options were marketing offers, not separate performance obligations, since the options did not provide a material right to any of our customers. For our R&D service revenues, we estimate completion costs for these contracts based on our expertise and experience in providing these services. These estimates may ultimately differ from the actual cost incurred. An increase of 10 % in the estimated hours remaining to complete each of our R&D contracts at December 31, 2021 would have reduced our revenue by $ 1.0 million. We incur certain fulfillment costs that meet the criteria for capitalization in accordance with ASC 340. These costs are amortized to cost of revenue on a per pound basis as products are sold. We recognize a contract liability if we receive consideration (or have the conditional right to receive consideration) in advance of performance, which only occurs with our R&D services contracts. At the inception of our R&D services contracts, customers generally pay consideration at the commencement of the agreement and at milestones as outlined in the contracts. Cost of Revenue Direct costs of production and delivery (including raw materials, inbound and outbound freight, production and warehouse salaries and stock-based compensation, plant utilities, plant rent, depreciation, and other production-related expenditures) are charged to cost of revenue in the same period as the related revenue is recognized. Other direct incremental third-party costs related to our R&D contracts are charged to cost of revenue. Stock-Based Compensation Awards to employees have been granted with vesting requirements based on duration of service only, a combination of market-based and service-based conditions, and a combination of performance-based and service-based conditions. We recognize expense associated with service-based only condition awards on a straight-line basis over the requisite service period. We recognize expense associated with awards with market-based or performance-based vesting conditions on a straight-line basis over the longest of the explicit, implicit or derived service period term of the award. Advertising Costs We charge advertising costs to selling, general and administrative expense as incurred. Advertising costs were not material during 2021, 2020 or 2019. Research and Development Costs We charge research and development costs to expense as incurred. Research and development costs include salaries, depreciation, stock-based compensation, consulting and other external fees, and facility costs directly attributable to research and development activities. Income Taxes We are taxed as a corporation and as such use the asset and liability method of accounting for income taxes. We file consolidated income tax returns that include our subsidiary legal entities. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits such as net operating loss carryforwards to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. In the ordinary course of business, there may be transactions for which the ultimate tax outcome is uncertain. We assess uncertain tax positions in each of the tax jurisdictions in which we operate and account for the related financial statement implications. Unrecognized tax benefits are reported using the two-step approach, under which tax effects of a position are recognized only if it is more likely than not to be sustained and the amount of the tax benefit recognized is equal to the largest tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement of the tax position. Determining the appropriate level of unrecognized tax benefits requires us to exercise judgment regarding the uncertain application of tax law. We would adjust the amount of unrecognized tax benefits when information became available or when an event occurred indicating a change would be appropriate. We would include interest and penalties related to any uncertain tax positions as part of income tax expense. Business Combinations We recognize assets acquired and liabilities assumed at their estimated acquisition date fair values, with the excess of purchase price over the estimated fair values of identifiable net assets recorded as goodwill. Assigning fair values requires us to make significant estimates and assumptions regarding the fair value of identifiable intangible assets. We may refine these estimates if necessary over a period not to exceed one year by taking into consideration new information that, if known at the acquisition date, would have affected the fair values recognized for assets acquired and liabilities assumed. Significant estimates and assumptions are used in estimating the value of acquired identifiable intangible assets, possibly including estimating future cash flows based on forecasted revenues and EBITDA margins that we expect to generate following the acquisition, selecting an appropriate royalty rate when applicable, applying an appropriate discount rate to estimate a present value of those cash flows and determining acquired assets' useful lives. These assumptions are forward-looking and their realization will be affected by future economic and market conditions. Leases Operating leases are reflected as right-of-use assets and lease liabilities. The right-of-use assets and lease liabilities are recognized as the present value of the future lease payments over the lease term at commencement date, adjusted for lease incentives, prepaid or accrued rent, and unamortized initial direct costs, as applicable. Since most of the leases do not provide a readily determinable rate implicit in the lease, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Our lease terms may include options to extend or terminate the lease, typically at our own discretion. We evaluate the renewal options at commencement and if they are reasonably certain of exercise, we include the renewal period in the lease term. For all classes of leased assets, we have applied an accounting policy election to exclude short-term leases from recognition in our consolidated balance sheets. A short-term lease has a lease term of 12 months or less at the commencement date and does not include a purchase option that is reasonably certain of exercise. We recognize short-term lease expense in our consolidated statements of operations on a straight-line basis over the lease term. Lease costs are recorded in cost of revenue, research and development expenses, or selling, general and administrative expenses based on the underlying functions of the leased assets. Earnings per Share We compute basic earnings per share by dividing net income by the weighted-average number of common shares outstanding during the period. In accordance with the Amended and Restated Certificate of Incorporation and as a result of the Business Combination and reverse acquisition, we have retrospectively adjusted the weighted average shares outstanding prior to December 29, 2020 using the established exchange rate of 1 Legacy Danimer common share to 9.158 common shares. We compute diluted earnings per share by dividing net income by the weighted-average number of common shares outstanding during the period, including potentially dilutive ordinary shares from option exercises, employee share awards, and other dilutive instruments that have been issued. For periods where we have presented a net loss, such securities are excluded from the computation of diluted net loss per share as they would be anti-dilutive. Recently Adopted Accounting Pronouncements Accounting for Income Taxes — In December 2019, the FASB issued ASU 2019-12 , Income Taxes (“Topic 740”), to simplify the accounting for income taxes, which we adopted effective January 1, 2021. The new guidance changes various subtopics of accounting for income taxes including, but not limited to, accounting for “hybrid” tax regimes, tax basis step-up in goodwill obtained in a transaction that is not a business combination, intraperiod tax allocation exception to incremental approach, ownership changes in investments, interim-period accounting for enacted changes in tax law, and year-to-date loss limitation in interim-period tax accounting. There was no material impact on our consolidated financial statements as a result of adopting this guidance. Debt - Debt with Conversion and Other Options and Derivatives and Hedging Contracts in Entity's Own Equity - In August 2020, the FASB issued ASU 2020-06, to simplify the accounting for convertible instruments by eliminating large sections of the existing guidance in this area , which we adopted effective January 1, 2021 . It also eliminates several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. This had no effect on our consolidated financial statements prior to the issuance of the convertible notes (see Note 12 ). Financial Instruments - Credit Losses — In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”), which we adopted effective January 1, 2021. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU also requires enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. There was no material impact on our consolidated financial statements as a result of adopting this guidance. Recently Issued Accounting Pronouncements There have been no new accounting pronouncements not yet effective that we believe will have a significant effect, or potential significant effect, on our consolidated financial statements. |
Fair Value Considerations
Fair Value Considerations | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Considerations | Note 3. Fair Value Considerations Fair value is defined as the price we would receive to sell an asset in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities; Level 2 - Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; Level 3 - Unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Level 1 The carrying amounts of our cash and cash equivalents and restricted cash were measured using quoted market prices in active markets and represent Level 1 investments. Our other financial instruments such as accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their short maturities. The carrying value of our long-term debt instruments also approximates fair value due to their recent issuance and/or near-term maturities. We value our restricted stock that does not include market or performance factors at the closing price of a share of our common stock on the grant date, or $ 37.09 for such restricted stock granted in 2021. We value our restricted stock with performance factors at the closing price of a share of our common stock on each period end date, or $ 8.52 at December 31, 2021, since such grants include a cash settlement feature. Level 2 We value our restricted stock that contain a market-based vesting provision using a Monte Carlo simulation, which takes into account a large number of potential stock price scenarios over time and incorporates varied assumptions about volatility and exercise behavior for those various scenarios. These assumptions are based on market data but cannot be directly observed. A fair value is determined for each potential outcome. The grant date fair value of this restricted stock is the average of the fair values calculated for each potential outcome, or $ 36.57 for such restricted stock granted in 2021. The following table provides information regarding the restricted shares that were valued using Monte Carlo simulations on the March 10, 2021 grant date. Fair value at grant date $ 36.57 Dividend yield 0.00 % Risk-free rate 1.51 % Expected term (in years) 9.80 Level 3 We use the Black-Scholes option pricing model to value stock options, including ESPP awards, and our outstanding warrants to purchase shares of our common stock at an exercise price of $11.50 per share, subject to adjustments, that had been privately placed prior to the Business Combination (“Private Warrants”). The Private Warrants and stock options with a cash-settlement feature are re-valued each period end, and all other stock options are valued on the date of grant only. Other than this mark to market factor, we recognize this expense on a straight-line basis over the respective vesting periods. Since our stock price history as a publicly traded company is shorter in duration than the expected lives of our options (other than ESPP awards), we use a peer group to assess volatility. We have not paid and do not currently anticipate paying a cash dividend on our common stock, so we have set the expected annual dividend yield to zero for all calculations. We used risk-free rates equal to the U.S. Treasury yield curves in effect as of the valuation dates for durations equal to the expected lives of each option. We use the simplified method under SAB Topic 14, defined as the mid-point between the vesting period and the contractual term for each grant, to determine the expected lives of stock options and we use the remaining contractual life of the warrants as their expected life. The following table sets forth the fair values we calculated and the ranges of values used in our Black Scholes calculations for stock options, other than ESPP awards. December 31, Years Ended December 31, 2021 2021 2020 2019 Share prices of our common stock $ 8.52 $ 8.52 - $ 45.41 $ 9.65 - $ 24.65 N/A Expected volatilities 48.60 % 41.45 % - 48.60 % 38.00 % - 43.40 % 37.20 % - 38.10 % Risk-free rates of return 1.30 % 0.88 % - 1.30 % 0.23 % - 0.88 % 1.53 % - 2.37 % Expected option terms (years) 5.58 5.58 - 6.00 5.50 - 6.50 4.50 - 6.00 Calculated option values $ 5.25 - $ 6.68 $ 1.67 - $ 18.52 $ 2.58 - $ 9.59 $ 2.61 - $ 2.61 The table below sets forth the inputs we used in our Black Sholes models for Private Warrant valuations and the fair values determined. Year Ended December 31, 2021 December 31, 2021 December 31, 2020 Share price of our common stock $ 8.52 $ 8.20 - $ 64.29 $ 23.51 Expected volatility 47.62 % 40.00 % - 47.62 % 40.0 % Risk-free rate of return 1.11 % 0.75 % - 1.11 % 0.36 % Expected warrant term (years) 3.99 3.99 - 4.74 4.99 Fair value determined per warrant $ 2.45 $ 2.45 - $ 15.14 $ 13.81 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | Note 4. Business Com binations Live Oak and Legacy Danimer On December 29, 2020, we consummated a business combination with Legacy Danimer pursuant to the Merger Agreement. Pursuant to ASC 805, for financial accounting and reporting purposes, Legacy Danimer was deemed the accounting acquirer, we were treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Effectively, the Business Combination was treated as the equivalent of Legacy Danimer issuing stock for the net assets of Live Oak, accompanied by a recapitalization. Under this method of accounting, the historical financial statements of Legacy Danimer are our historical consolidated financial statements. The net assets of Live Oak are stated at historical costs, with no goodwill or other intangible assets recorded, and are consolidated with Legacy Danimer’s financial statements on the Closing Date. The shares and net loss per share available to holders of the Company’s common stock prior to the Business Combination have been retroactively restated as shares and net loss per share, respectively, reflecting the exchange ratio established in the Merger Agreement as of the earliest period presented. In connection with the Business Combination, Live Oak entered into subscription agreements with certain investors (“PIPE Investors”), whereby it issued 21,000,000 shares of common stock at $ 10.00 per share (“Private Placement Shares”) for an aggregate purchase price of $ 210.0 million (“Private Placement”), which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, the Private Placement Shares were automatically converted into shares of our common stock on a one-for-one basis. The aggregate value of the consideration paid by Live Oak in the Business Combination was $ 397.3 million, consisting of 39,726,570 shares of Live Oak Class A common stock valued at $ 10.00 per share. In addition, pursuant to the Merger Agreement, we assumed the obligations under the outstanding options to purchase common shares of Legacy Danimer under its 2016 Director and Executive Officer Stock Incentive Plan and 2016 Omnibus Plan along with options and warrants issued under Non-Plan Legacy Danimer Options and Warrants arrangements (see Notes 11 and 13 ) and these instruments converted into options and warrants to purchase 6,315,924 shares of our common stock with no changes to the terms of the awards. We realized net proceeds after transaction costs of $ 381.4 million from the Business Combination. In connection with the Business Combination, we incurred direct and incremental costs of $ 22.8 million related to the equity issuance, consisting primarily of investment banking, legal, accounting, and other professional fees, which were recorded against additional paid-in capital as a reduction of proceeds. We incurred additional financial advisory fees and compensation costs related to the Business Combination of $ 4.3 million that have been included in selling, general and administrative expenses for the year ended December 31, 2020. Transaction costs of $ 6.7 million were previously recorded in the legal acquirer’s results and therefore are not reflected in the amounts discussed above. Earnout Shares The Legacy Danimer shareholders are entitled to receive up to an additional 6,000,000 shares of our common stock (“Earnout Shares”) if the volume-weighted average price (“VWAP”) of our shares equals or exceeds the following prices for any 20 trading days within any 30 trading-day period (“Trading Period”) beginning on June 29, 2021: Final Trading Period End Date Number of Shares VWAP Target December 31, 2023 2,500,000 $ 15.00 December 31, 2025 2,500,000 $ 20.00 December 31, 2025 1,000,000 $ 25.00 On December 29, 2020, the fair value of the 6,000,000 Earnout Shares was $ 140.9 million. We reflected the Earnout Shares at December 31, 2020 as a stock dividend by reducing additional paid-in capital, which was offset by the increase in additional paid-in capital associated with the Business Combination. On September 15, 2021, the first VWAP target was achieved and we issued 2,499,993 Earnout Shares. Novomer On August 11, 2021, we acquired all of the outstanding shares of Novomer, a privately held company, in exchange for $ 153.9 million in cash, gross of cash acquired, subject to certain customary adjustments as set forth in the merger agreement. We also entered into employment or consulting agreements with, and granted stock options to, certain key employees and consultants of Novomer. We have also recorded contingent purchase price payable that will be payable to the sellers upon our collection of an income tax refund receivable. Novomer uses its proprietary thermal catalytic conversion process to produce a unique type of PHA, referred to under its brand name as Rinnovo, that can be incorporated into some of our products as a complement to our existing PHA polymer at reduced cost. We have included Novomer's results in our consolidated financial statements since August 11, 2021 through December 31, 2021, which contributed net losses of $ 4.4 million. In 2020, the stand-alone Novomer entity recorded net losses of $ 9.1 million. The table below sets forth the preliminary fair values of assets acquired and liabilities assumed including the adjustments recorded, primarily due to changes in preliminary third-party valuation work: September 30, December 31, (in thousands) 2021 Adjustments 2021 Cash and restricted cash $ 2,741 $ - $ 2,741 Property, plant and equipment 15,591 3,031 18,622 Other assets acquired 2,285 17 2,302 Right-of-use asset 2,000 715 2,715 Acquired technology 85,400 ( 1,000 ) 84,400 Goodwill 66,581 ( 3,932 ) 62,649 Deferred tax liability ( 16,159 ) 1,913 ( 14,246 ) Lease liability ( 2,000 ) ( 759 ) ( 2,759 ) Liabilities assumed ( 2,019 ) 15 ( 2,004 ) Contingent purchase price payable ( 500 ) - ( 500 ) Total preliminary purchase price $ 153,920 $ - $ 153,920 We have recognized the assets acquired and liabilities assumed at their estimated acquisition date fair values, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill. The accounting for the business combination is based on currently available information and is considered preliminary. The final accounting for the business combination may differ materially from that presented above as future events may provide additional information about the realizability of other assets or the existence of other liabilities at the acquisition date. In addition, income tax returns for 2021 have yet to be filed, and we are validating certain state income tax allocations, which could result in changes to acquisition-date deferred tax liability. The preliminary estimated goodwill is attributable to the strategic opportunities and synergies that we expect to arise from the acquisition and the value of its existing workforce. The goodwill is not deductible for federal income tax purposes. The following table discloses pro forma revenues and earnings for the combined Danimer-Novomer entity as if the acquisition of Novomer took place on January 1, 2020. The pro forma revenue and losses from operations do not necessarily reflect what the combined entity's revenue and losses from operations would have been had the acquisition taken place at that time, and this pro forma financial information may not be useful in predicting our future financial results. The actual results may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The following includes proforma adjustments to reflect amortization of acquired technology intangible assets and to reflect $ 2.6 million of transaction costs in 2020 instead in 2021. We do not disclose proforma impact related to income taxes or earnings-per-share as we do not believe those are useful to the reader. Years Ended December 31, (in thousands) (unaudited) 2021 2020 Revenue $ 58,783 $ 47,362 Loss from operations ( 101,986 ) ( 28,751 ) |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5. Inventories, net Inventories, net consisted of the following: December 31, December 31, (in thousands) 2021 2020 Raw materials $ 11,555 $ 6,825 Work in process 928 133 Finished goods and related items 12,090 6,684 Total inventories, net $ 24,573 $ 13,642 At December 31, 2021 and 2020, finished goods and related items included $ 5.6 million and $ 3.0 million, respectively, of finished neat PHA. |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Note 6. Property, Plant and Equipment, net Property, plant and equipment, net, consisted of the following: (in thousands) Estimated Useful Life (Years) December 31, 2021 December 31, 2020 Land and improvements 20 $ 92 $ 92 Leasehold improvements Shorter of useful life or lease term 27,845 20,932 Buildings 15 - 40 2,156 2,089 Machinery and equipment 5 - 20 97,923 64,164 Motor vehicles 7 - 10 912 693 Furniture and fixtures 7 - 10 420 221 Office equipment 3 - 10 3,368 2,089 Construction in progress N/A 212,647 36,146 345,363 126,426 Accumulated depreciation and amortization ( 29,182 ) ( 19,631 ) Property, plant and equipment, net $ 316,181 $ 106,795 We reported depreciation and amortization expense (which included amortization of intangible assets) as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Cost of revenue $ 8,041 $ 3,646 $ 2,433 Selling, general and administrative 597 308 459 Research and development 3,036 655 615 Total depreciation and amortization expense $ 11,674 $ 4,609 $ 3,507 Construction in progress consists primarily of the conversion and build-out of our facility in Winchester, Kentucky and the early phases of construction of our new plant in Bainbridge, Georgia. Property, plant and equipment includes gross capitalized interest of $ 5.7 million and $ 5.1 million as of December 31, 2021 and 2020, respectively. In 2021 and 2020, interest costs of $ 0.6 million and $ 3.7 million, respectively, were capitalized to property, plant and equipment. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 7. Intangible Assets and Goodwill Intangible Assets Our recognized intangible assets consist of patents and the unpatented technological know-how of Novomer. Our legacy patents were initially recorded at cost. The values of Novomer's patents and unpatented know-how, collectively the “Novomer Technology”, are inseparable and represent their acquisition-date fair value, less subsequent amortization. We capitalize patent defense and application costs. Patent costs are amortized on a straight-line basis over their estimated useful lives, which range from 13 to 16 years. The Novomer Technology is amortized over its estimated 20 year useful life. Our intangible portfolio has an estimated weighted average useful life of 19.8 years. Intangible assets, net, consisted of the following: December 31, December 31, (in thousands) 2021 2020 Intangible assets, gross $ 93,244 $ 8,297 Capitalized patent costs not yet subject to amortization 869 469 Intangible assets subject to amortization, gross 92,375 7,828 Accumulated amortization ( 8,585 ) ( 6,496 ) Intangible assets subject to amortization, net 83,790 1,332 Total intangible assets, net $ 84,659 $ 1,801 Amortization expense was $ 2.1 million, $ 0.5 million and $ 0.5 million, respectively during 2021, 2020 and 2019 and are included in research and development costs. We expect intangible assets currently subject to amortization will amortize over the coming years as follows: (in thousands) Years Ending December 31: Amortization Expense 2022 $ 4,728 2023 4,564 2024 4,229 2025 4,229 2026 4,229 Thereafter 61,811 Total $ 83,790 Goodwill Changes in the carrying amount of goodwill were as follows: December 31, (in thousands) 2021 Balance at beginning of year $ - Acquisition of Novomer 62,649 Balance at end of year $ 62,649 |
New Markets Tax Credit Transact
New Markets Tax Credit Transactions | 12 Months Ended |
Dec. 31, 2021 | |
New Markets Tax Credit Transactions [Abstract] | |
New Markets Tax Credit Transactions | Note 9. New Market Tax Credit Transactions We have entered into financing arrangements under the New Markets Tax Credit (“NMTC”) program with various unrelated third-party financial institutions (“Investors”) during 2012, 2013 and 2019. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (“Act”) to induce capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their federal income taxes for up to 39 % of qualified investment in the equity of the community development entities (“CDEs”). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments. These financing arrangements were structured with the Investors, their wholly owned investment funds (“Investment Funds”) and their wholly owned CDEs in connection with our participation in qualified transactions under the NMTC program. In each of the financing arrangements, we loaned money (in the form of leverage loans) to the Investment Funds and the Investors invested in the Investment Funds. Each Investment Fund then contributed the funds from our loan and the Investor’s investment to a CDE. Each CDE then loaned the contributed funds to a wholly owned subsidiary of the Company. The Investors are entitled to substantially all of the benefits derived from the tax credits. The NMTC tax credits are subject to recapture for a compliance period of seven years. During the compliance period, we are required to comply with various regulations and contractual provisions that apply to the NMTC arrangements. We have agreed to indemnify the Investors for any losses or recaptures of the NMTCs until such time as our obligations to deliver tax benefits are relieved. We do not expect the maximum potential amount of future payments under this indemnification to exceed the face amount of the related debt, net of leverage loans receivable, totaling $ 7.6 million at December 31, 2021 . We believe that the likelihood of a required payment under this indemnification is remote. We do not anticipate any credit recaptures will be required in connection with the financing arrangements, and there have been no credit recaptures as of December 31, 2021. The arrangements also include a put/call feature which becomes enforceable at the end of the compliance periods whereby we may be obligated or entitled to repurchase the Investor’s interests in each of the Investment Funds for a nominal amount or fair value. We believe the Investors will exercise their put options at the end of the compliance periods for each of the transactions for nominal amounts. The value attributed to the puts/calls is nominal. We have determined that each NMTC financing arrangement contains a variable interest entity (“VIE”). The ongoing activities of the Investment Funds consist of collecting and remitting interest and fees and maintaining continued compliance with the NMTC program. The responsibility for performing these ongoing activities resides with the Investors. The Investors were also integral during the initial designs of the Investment Funds and created the structures that allow the Investors to monetize the tax credits available through the NMTC programs. Based on these circumstances, we concluded that we were not the primary beneficiary of each VIE and therefore we do not consolidate the VIEs. We record the loans we provided to the Investment Funds as leveraged loan receivables. We include the loans we received from the CDEs within long-term debt. The below table summarizes our NMTC arrangements (dollars in thousands) : Transaction Date Amount Borrowed Interest Rate Recapture Period End Loan Maturity Date Date Extinguished 7/23/2012 $ 27,000 1.33 % 7/31/2019 7/22/2042 7/31/2019 7/30/2013 20,000 1.31 % 10/2/2020 9/30/2037 10/2/2020 4/25/2019 9,000 1.96 % 4/30/2026 9/30/2048 N/A 11/7/2019 12,000 1.06 % 11/30/2026 11/7/2039 N/A Certain funds related to these NMTC arrangement are restricted for specific use during the compliance periods and these funds are reflected as restricted cash. As part of our NMTC transactions, we have made leverage loans as follows (dollars in thousands) : Transaction Date Amount Lent Interest Rate Interest Rate Period End Loan Maturity Date Date Extinguished 7/23/2012 $ 20,478 1.00 % 7/23/2019 7/22/2042 7/31/2019 7/30/2013 14,334 1.00 % 9/3/2020 9/30/2037 10/2/2020 4/25/2019 6,262 2.00 % 4/25/2026 9/30/2048 N/A 11/7/2019 7,146 1.08 % 11/7/2026 11/7/2039 N/A If NMTC compliance requirements are met, the balance of each outstanding leverage loan will be forgiven upon extinguishment of each debt instrument related to the respective NMTC agreements. We expect these loans will be forgiven before any principal is due. During 2020 and 2019, we recognized gains on extinguishment of certain NMTC arrangements of $ 5.3 million and $ 5.6 million, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 10. Accrued Liabilities The components of accrued liabilities were as follows: December 31, December 31, (in thousands) 2021 2020 Construction in progress expenditures $ 8,896 $ 531 Compensation and related expenses 4,572 5,395 Accrued loss on supply contract 1,423 - Legal settlement 1,250 1,250 Transaction costs and other legal fees 850 1,293 Other 1,786 751 Total accrued liabilities $ 18,777 $ 9,220 |
Private Warrants
Private Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Private Warrant Liability | Note 11. Private Warrants At December 31, 2021 and 2020, respectively, there were 3,914,525 and 6,000,000 outstanding Private Warrants to purchase shares of our common stock at an exercise price of $ 11.50 per share, subject to adjustments, that had been privately placed prior to the Business Combination. The warrants have been exercisable since May 7, 2021. On December 28, 2025, the Private Warrants will expire. The Private Warrants meet the definition of a derivative instrument and are reported as liabilities at their fair values each period end, with changes in the fair value of the Private Warrants recorded as a non-cash charge or gain. A rollforward of the private warrants liability is below. (in thousands) Balance at December 31, 2019 $ - Initial valuation on December 29, 2020 ( 86,580 ) Gain on remeasurement of private warrants 3,720 Balance at December 31, 2020 $ ( 82,860 ) Gain on remeasurement of private warrants 27,767 Fair value of Private Warrants sold 45,515 Balance at December 31, 2021 $ ( 9,578 ) |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 12. Debt The components of long-term debt were as follows: December 31, December 31, (in thousands) 2021 2020 3.25 % Convertible Senior Notes $ 240,000 $ - New Market Tax Credit Transactions 21,000 21,000 Subordinated Term Loan 10,205 10,171 Vehicle and Equipment Notes 407 329 Mortgage Notes 242 266 2019 Term Loan - 27,000 Paycheck Protection Program Loan - 1,776 Asset-based Lending Arrangement - - Total $ 271,854 $ 60,542 Less: Total unamortized debt issuance costs ( 10,563 ) ( 3,955 ) Less: Current maturities of long-term debt ( 357 ) ( 25,201 ) Total long-term debt $ 260,934 $ 31,386 3.25% Convertible Senior Notes On December 21, 2021, we issued $ 240 million principal amount of our 3.250% Convertible Senior Notes due 2026 (“Notes”), subject to an indenture (“Indenture”). The Notes are our senior, unsecured obligations and are (i) equal in right of payment with our existing and future senior, unsecured indebtedness; (ii) senior in right of payment to our existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to our existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables. The Notes accrue interest at a rate of 3.250 % per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The Notes will mature on December 15, 2026 . Before June 15, 2026, noteholders will have the right to convert their Notes only upon the occurrence of certain events. Starting on June 15, 2026, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares, at our election. The initial conversion rate is 92.7085 shares of common stock per $ 1,000 principal amount of Notes, or approximately $ 10.79 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The Notes will be redeemable, in whole or in part (subject to certain limitations described below), at our option at any time, and from time to time, between December 19, 2024, and October 20, 2026, but only if certain liquidity conditions are satisfied and the last reported sale price per share of our common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (ii) the trading day immediately before the date we send such notice. However, we may not redeem less than all of the outstanding notes unless at least $ 100.0 million aggregate principal amount of notes are outstanding and not called for redemption as of the time we send the related redemption notice. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances. Capped Calls Also in December 2021, in connection with the Notes, we purchased capped calls (“Capped Calls”) with certain well-capitalized financial institutions for $ 35 million . The Capped Calls were structured to partially offset the increase in the outstanding number of our common shares should we settle the Notes in shares, or to reduce the net cash outlay required should we settle the Notes in cash. The Capped Calls are call options that permit us, at our option, to require the counterparties to deliver to us shares of our common stock. The number of shares to be delivered upon such exercise depends on the market value of our common stock at the time of exercise, subject to a cap initially equal to $ 16.92 , and an initial strike price of $ 10.79 per share. The cap and strike price are subject to adjustment in response to specified changes in our capitalization such as stock splits. Considering these unadjusted figures and assuming a cash settlement of the principal amount of the Notes upon a conversion, if we settle the incremental value of the Notes upon conversion with shares when the market price (as measured according to the terms of the Capped Call) of our common stock is between $ 10.79 and $ 16.92 , we will be able to call shares equal to the number of incremental shares issuable under the Notes. If such stock price is less than that, then the Capped Calls are “out of the money” and we would not exercise them. To the extent such stock price is greater than $ 16.92 , the Capped Calls would not supply enough shares to entirely offset the number of incremental shares to be issued. We may net-settle the Capped Calls and receive cash instead of shares, we have not exercised any of the Capped Calls at December 31, 2021, and the Capped Calls expire on April 12, 2027 . Asset-based Lending Arrangement On April 29, 2021, we entered into a credit facility (“Credit Agreement”) with Truist Bank that includes a $ 20.0 million variable interest rate asset-based lending arrangement and a $ 1.0 million capital expenditure line of credit with customary terms and conditions. The amount of the revolving commitment available for borrowing at any given time is subject to a borrowing base formula that is based upon our qualifying accounts receivable and inventory. These arrangements mature on April 29, 2026 . Interest on any borrowings is payable monthly and is calculated, at our election, using either a base rate (as defined in the Credit Agreement) plus an applicable margin of 1.50 % for revolving loans and 1.75 % for equipment loans, or a LIBOR market index rate (“LMIR”) (as defined in the Credit Agreement) plus an applicable margin of 2.50 % for revolving loans and 2.75 % for equipment loans. If we maintain a trailing twelve month consolidated fixed charge coverage ratio (as defined in the Credit Agreement) of 1.1:1.0 or better and no event of default exists, then the applicable margins for base rate revolving loans and LMIR rate loans are 1.00 % and 2.00 %, respectively. The Credit Agreement contains customary affirmative and negative covenants, with certain permitted exceptions, which, among other things: • require us to deliver financial statements and other information and to provide notice of certain material events, • contain certain restrictions on the conduct of our business, the management of cash, and the administration of accounts, inventory and equipment, • restrict our ability to own, hold and acquire assets; incur debt and liens; to make investments and payments; to effect fundamental corporate changes, to sell assets, and to enter into certain other types of transactions or agreements. After October 29, 2023, or sooner at our election in order to increase availability under the borrowing base formula, we are required to maintain a trailing twelve month consolidated fixed charge coverage ratio of at least 1.1:1.0. Also on April 29, 2021, we entered into a guaranty and security agreement with Truist Bank. Pursuant to this guaranty and security agreement, the Borrowers (as defined in the Credit Agreement) granted a security interest in substantially all of their respective personal property to secure the obligations under the Credit Agreement and we and Meredian Holdings Group, Inc. guaranteed, on an unsecured basis, all of the obligations under the Credit Agreement. We are in the process of including the Novomer personal property to this security interest under the Credit Agreement. On December 15, 2021, we entered into an amendment to the Credit Agreement, which provides that the availability block was increased from $ 4.0 million in the aggregate to an initial amount of $ 11.8 million in the aggregate (which is subject to adjustment from time to time based on our EBITDA and certain fixed charges) and that the undrawn $ 1.0 million capital expenditure line of credit was discontinued. At December 31, 2021, we had no borrowings outstanding under the Asset-based Lending Arrangement and estimate that our total availability under this arrangement is $ 7.3 million . 2019 Term Loan In March 2019, we entered into a credit agreement (“2019 Term Loan”) for a $ 30 million term loan maturing on October 13, 2023 . Principal payments were due in quarterly payments of $ 375,000 beginning April 1, 2019 with the outstanding principal balance due at maturity. The 2019 Term Loan was secured by all real and personal property of certain of our subsidiaries. The 2019 Term Loan provided for financial covenants including a maximum capital expenditures limit, leverage ratio and fixed charge coverage ratio, each of which became more restrictive over time. In July 2020, we modified the 2019 Term Loan such that the applicable margin in the interest rate formula (formerly calculated as the greater of (a) 2.25 % or (b) three month LIBOR, plus 4.5 %) changed from 4.5% to a five-level tiered amount ranging from 4.5% if the consolidated senior leverage ratio, as defined in the 2019 Term Loan, was less than 1.5, to as high as 6.35 % if the consolidated senior leverage ratio was greater than 2.25. When the amendment was executed, the applicable margin was 6.35%. On January 29, 2021, we voluntarily paid off and terminated our 2019 Term Loan. All related liens and security interests in our assets and guarantees were terminated and released. We settled the 2019 Term Loan for $ 27.7 million including the outstanding principal amount of $ 27.0 million, a prepayment fee of $ 0.5 million and $ 0.2 million in accrued unpaid interest. We recognized a loss of $ 2.6 million upon extinguishment due to the prepayment and related fees and the write-off of unamortized debt issuance costs. Subordinated Term Loan In March 2019, we, through a subsidiary, entered into a subordinated second credit agreement (“Subordinated Term Loan”) for $ 10 million in term loans. The term loans mature on February 13, 2024 and require monthly interest only payments, with the outstanding principal balance due at maturity. The base interest rate is the “Prime Rate” as quoted by the Wall Street Journal (adjusted each calendar quarter; 3.25 % at December 31, 2020) plus 2.75 %. We have the option to pay up to two percent ( 2 %) in any interest payable in any fiscal quarter by adding such interest payment to the principal balance of the related note (“PIK Interest”). During 2020, we used the PIK Interest option and an additional $ 0.2 million was included in the principal balance at December 31, 2020. The Subordinated Term Loan provided for financial covenants including a maximum capital expenditures limit, leverage ratio, fixed charge coverage ratio and adjusted EBITDA covenants, certain of which became more restrictive over time. On March 18, 2021, we amended the Subordinated Term Loan to, among other things, change the base rate from the prime rate to LIBOR, lower the applicable margin to 2 % from 2.75%, remove certain prepayment requirements, convert the financial covenants to “springing” financial covenants that do not apply as long as the subsidiary has at least $ 10 million of unrestricted cash on deposit, increase the capital expenditure covenant, and restrict our ability to prepay the loan until after July 1, 2022. The applicable LIBOR rate at December 31, 2021 was 0.1 % . On December 15, 2021, we amended the Subordinated Term Loan to, among other things, remove the restriction on our ability to voluntarily prepay up to $ 4.5 million prior to July 1, 2022, and reduce the requirement to maintain at least $ 10 million of unrestricted cash mentioned above to $ 5 million in the event we prepay $ 4.5 million. The Subordinated Term Loan remains secured by all real and personal property of the borrowing subsidiary and its subsidiaries but is subordinated to all other existing lenders. At December 31, 2021, we were in compliance with all financial covenants. New Markets Tax Credit Transactions We have entered into financing arrangements under the NMTC program as described in Note 9 . Paycheck Protection Program Loan In April 2020, we received $ 1.8 million under the Paycheck Protection Program (“PPP Loan”). The PPP Loan had a two-year term and bore interest at a rate of 1.0 % per annum. Monthly principal and interest payments were deferred for six months after the date of disbursement. The promissory note issued in connection with the PPP Loan contained events of default and other provisions customary for a loan of this type. On December 11, 2020, we submitted an application for forgiveness of the PPP Loan. In connection with the Business Combination, we entered into an escrow agreement with the PPP Loan lender and on December 29, 2020 we deposited in escrow $ 1.8 million, which represented the principal, accrued interest, and escrow fee to pay the loan in full. We classified the amounts in escrow as restricted cash at December 31, 2020. During 2021, our PPP Loan was forgiven and we received the escrow balance, net of associated fees, of $ 1.8 million and recognized a gain of $ 1.8 million. Vehicle and Equipment Notes We have seventeen vehicle and equipment notes outstanding at December 31, 2021 primarily relating to motor vehicles and warehouse equipment. We make monthly payments on these notes at interest rates ranging from 5.11 % to 8.49 %. Mortgage Notes We have two mortgage notes secured by residential property. These notes bear interest at 6.5 % and 5.99 % with maturity dates in March 2022 and October 2023 . Cash Maturities As of December 31, 2021, the future cash maturities of long-term debt are as follows: (in thousands) Amount Years Ended December 31, 2022 $ 357 2023 108 2024 10,275 2025 42 2026 240,043 Thereafter 21,029 Total future maturities $ 271,854 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 13. Equity Common Stock On December 30, 2020, our common stock and public warrants began trading on the New York Stock Exchange under the symbol “DNMR” and “DNMR WS”, respectively. Under our Amended and Restated Certificate of Incorporation, we are authorized and have available for issuance the following shares and classes of capital stock, each with a par value of $ 0.0001 per share: (i) 200,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock. Immediately following the Business Combination, there were 84,535,640 shares of common stock and 16,000,000 total warrants outstanding. As discussed in Note 4 , we have retroactively adjusted the shares issued and outstanding prior to December 29, 2020 using the 1.0 : 9.158 exchange ratio established in the Merger Agreement. Certain 2020 borrowings were convertible into shares of Legacy Danimer. In connection with this indebtedness, 1,686,507 of our common stock were issued in 2020. We had previously recorded various nonrecourse notes receivable totaling $ 28.8 million at December 29, 2020 and $ 27.7 million as of December 31, 2019, respectively. These notes were issued to satisfy the exercise prices for the exercises of stock options by two of our officers. These notes were recorded as an offset to equity and bore interest at between 1.18 % and 2.72 %. In accordance with ASC 718, the total common shares outstanding at December 31, 2019 excluded 671,124 shares of Legacy Danimer that had been issued in connection with these stock option exercises. In connection with the Business Combination, these Legacy Danimer shares were converted to common shares as described above and the two officers surrendered a total of 1,188,930 shares of our common stock to settle these nonrecourse notes. In conjunction with the Business Combination, Live Oak obtained commitments from certain PIPE Investors to purchase shares of Live Oak Class A common stock, which were automatically converted into 21,000,000 shares of Live Oak’s Class A common stock for a purchase price of $ 10.00 per share, which were automatically converted into shares of our common stock on a one-for-one basis upon the closing of the Business Combination. The following table summarizes the common stock activity for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Common stock: Balance, beginning of period 84,535,640 25,371,186 Issuance of common stock 16,152,180 59,164,454 Balance, end of period 100,687,820 84,535,640 Capped Call Options On December 16, 2021, in connection with the Notes, we entered into Capped Calls for $ 35 million , which was recorded as a reduction of additional paid-in capital. For more details, see Note 12 . Public Warrants At December 31, 2020, there were 10,000,000 outstanding Public Warrants to purchase shares of our common stock. Each warrant entitled the holder to purchase one share of our common stock at a price of $ 11.50 . The warrants were exercisable at any time after May 7, 2021. After the Public Warrants became exercisable, we were able to redeem the outstanding warrants at a price of $ 0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if a specified price target of our common stock was met. This target was met and we announced our intent to redeem the Public Warrants on June 16, 2021. Warrant holders exercised 12,033,169 Public Warrants, including some Public Warrants that had initially been Private Warrants, and we redeemed the remaining 50,965 Public Warrants. Net of fees, we collected $ 138.2 million in connection with these exercises and redemptions. These warrants qualified for equity classification and we included them in additional paid-in capital at December 31, 2020. Non-Plan Legacy Danimer Options and Warrants Prior to 2017, Legacy Danimer had issued 208,183 stock options that were not a part of either the 2016 Executive Plan nor the 2016 Omnibus Plan. These options had a weighted average exercise price of $ 30 per share. On December 29, 2020, the then-remaining 30,493 of these options were converted to options to purchase 279,253 shares of our common stock with a weighted average exercise price of $ 3.28 per share. During 2021, 153,763 of these options were exercised. As of December 29, 2020, Legacy Danimer had 55,319 warrants outstanding with an exercise price of $ 30 per share. In connection with the Business Combination, these warrants were converted to options to purchase 506,611 shares of our common stock with an exercise price of $ 3.28 per share. These options were exercised during 2021 on a cashless basis by issuing 435,961 shares of common stock. Anti-dilutive Instruments The following instruments were excluded from the calculation of diluted shares outstanding because the effect of including them would have been anti-dilutive. Years Ended December 31, 2021 2020 2019 Convertible debt 22,250,040 - 1,261,862 Employee stock options 10,589,010 11,008,993 4,344,326 Public Warrants - 10,000,000 - Private Warrants 3,914,525 6,000,000 - Restricted shares 2,529,732 - - Legacy Danimer options 125,489 279,252 279,252 Legacy Danimer warrants - 506,611 1,206,574 Total excluded instruments 39,408,796 27,794,856 7,092,014 Dividends We have no t paid any cash dividends on the common stock to date. We may retain future earnings, if any, for future operations, expansion or debt repayment, and we have no plans to pay cash dividends for the foreseeable future. Any decision to declare dividends in the future will be made at the discretion of the Board of Directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that the Board may deem relevant. In addition, our ability to pay dividends are limited by covenants of our existing indebtedness and may be further restricted by an additional indebtedness we may incur. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 14. Revenue We evaluate financial performance and make resource allocation decisions based upon the results of our single operating and reportable segment; however, we believe presenting revenue split between our primary revenue streams of products and services best depicts how the nature, amount, timing and certainty of our net sales and cash flows are affected by economic factors. We generally produce and sell finished products, for which we recognize revenue upon shipment. Due to the highly specialized nature of our products, returns are infrequent, and therefore we do not estimate amounts for sales returns and allowances. There are no forms of variable consideration such as discounts, rebates, or volume discounts that we estimate to reduce our transaction price. During 2021, three customers each requested that we bill them for product they would not be able to pick up prior to December 31, 2021. We recognized $ 1.0 million in revenue for such “bill and hold” sales. We defer certain contract fulfillment costs. These costs are amortized to cost of revenue on a per-pound basis as we sell the related product. During 2021 and 2020, we charged $ 0.8 million and $ 0.2 million, respec tively, of fulfillment costs to cost of revenue. At December 31, 2021 and December 31, 2020 we had recorded gross contract assets of $ 2.5 million and $ 1.5 million, respe ctively, related to these fulfillment costs. Our R&D services contract customers generally pay us at the commencement of the agreement and then at additional intervals as outlined in each contract. We recognize contract liabilities for such payments and then recognize revenue as we satisfy the related performance obligations. To the extent collectible revenue recognized under this method exceeds the consideration received, we recognize contract assets for such unbilled consideration. The following table shows the significant changes in the R&D contract asset and contract liability balances. December 31, December 31, 2020 (in thousands) Contract Assets Contract Liabilities Contract Liabilities Beginning balance $ - $ ( 2,115 ) $ ( 4,240 ) Revenue recognized 2,128 4,157 4,712 Unearned consideration received - ( 2,256 ) ( 2,587 ) Ending balance $ 2,128 $ ( 214 ) $ ( 2,115 ) Concentration of Risk We have a relatively low number of customers. At December 31, 2021, and 2020, our top five customers collectively represented approximately 73 % and 80 % of total accounts receivable, respectively. In 2021, we had two customers that each individually accounted for more than 10 % of total revenue and that collectively represented 35 % of total revenue. In 2020, three such customers represented 58 % of total revenue. In 2019, four such customers represented 65 % of total revenue. Disaggregated Revenues Revenue by geographic areas is based on the location of the customer. The following is a summary of revenue information by major geographic area: Years Ended December 31, (in thousands) 2021 2020 2019 Domestic $ 43,264 $ 24,964 $ 16,987 Germany 6,618 12,157 6,696 Belgium 5,119 4,916 4,152 Switzerland 2,605 4,423 4,000 All other countries 1,143 873 509 Total revenues $ 58,749 $ 47,333 $ 32,344 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 15. Stock-based Compensation We grant various forms of stock-based compensation, including restricted stock units, stock options and performance-based restricted stock units under our Danimer Scientific, Inc. 2020 Long-Term Equity Incentive Plan (“2020 Incentive Plan”) and employee stock purchase plan instruments under our 2020 Employee Stock Purchase Plan (“2020 ESPP”). The following table sets forth the allocation of our stock-based compensation expense. Years Ended December 31, (in thousands) 2021 2020 2019 Cost of revenue $ 109 $ 126 $ 76 Selling, general and administrative 48,782 3,313 5,036 Research and development 7,017 206 159 Total stock-based compensation $ 55,908 $ 3,645 $ 5,271 Legacy Danimer Stock Incentive Plans Prior to the Business Combination, the Board of Directors of Legacy Danimer approved the 2016 Director and Executive Officer Stock Incentive Plan (“2016 Executive Plan”) and the 2016 Omnibus Stock Incentive Plan (“2016 Omnibus Plan”). The 2016 Executive Plan provided for the granting of stock options to directors and executive officers of Legacy Danimer. The 2016 Omnibus Plan provided for the grant of stock options to employees and consultants. In addition, Legacy Danimer had issued stock options and warrants (“Non-Plan Legacy Danimer Options and Warrants”) that were not subject to the above option plans. As a result of the Business Combination, our stockholders approved the 2020 Incentive Plan. In accordance with the Merger Agreement, the Board also approved assuming all outstanding equity-based awards granted under the 2016 Executive Plan and 2016 Omnibus Plan and converting those awards into equity-based awards in our common stock effective upon the consummation of the Business Combination, based on exchange ratios established in the Merger Agreement, and with the same general terms and conditions corresponding to the original awards. We rolled forward all outstanding options granted under the 2016 Executive Plan and 2016 Omnibus Plan into the same type of equity-based awards under the 2020 Incentive Plan effective upon the consummation of the Business Combination. The awards under the 2016 Executive Plan and 2016 Omnibus Plan have been retroactively restated as awards reflecting the exchange ratio established in the Merger Agreement. Our Board approved, as of August 11, 2021, the assumption of the remaining authorized but unissued 289,951 shares (as adjusted by the merger consideration exchange ratio in connection with the acquisition of Novomer) under the Novomer legacy stock incentive plan into our 2020 Incentive Plan. On January 16, 2022, our Board approved the assumption of the remaining authorized but unissued 2,895,411 shares under the 2016 Executive Plan and the 2016 Omnibus Plan (as adjusted by the merger consideration exchange ratio in connection with the Business Combination) into our 2020 Incentive Plan. 2020 Equity Incentive Plans The 2020 Incentive Plan provides for the grant of stock options, stock appreciation rights, and full value awards. Full value awards include restricted stock, restricted stock units, deferred stock units, performance stock and performance stock units. At December 31, 2021, 213,997 shares of our common stock remained available to be issued with respect to awards under the 2020 Incentive Plan. This limit is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. Under the 2020 ESPP, there are 2,566,724 authorized but unissued or reacquired shares of common stock reserved for issuance. During 2021 we began offering 2020 ESPP participation to our employees and issued 5,013 shares under the 2020 ESPP. Restricted Shares On March 10, 2021, we registered the shares under the 2020 Incentive Plan and the 2020 ESPP Plan. On this date, a grant of 1,517,836 shares was effective. The restrictions on these shares lapse on successive thirds of the award on December 29, 2021, 2022 and 2023, respectively, and 505,944 shares vested during 2021. We are recognizing the compensation expense for these shares on a straight-line basis from the grant date through December 29, 2023. We recognized $ 18.8 million of expense during 2021 and 1,011,892 shares remained outstanding at December 31, 2021. Also on March 10, 2021, we granted 1,517,840 restricted shares for which the restrictions lapse on successive thirds of the award on the first date the volume-weighted average price per share of our common stock equals or exceeds $ 24.20 for any 20 trading dates within 30-day trading periods beginning on December 29, 2021, 2022, and 2023, respectively. We are recognizing the compensation expense for these shares on a straight-line basis from the grant date through January 2024. We recognized $ 18.7 million of expense during 2021 and all of these shares remained outstanding at December 31, 2021. Performance Shares On July 23, 2021, we awarded 95,943 shares of restricted stock with performance conditions. These shares are unvested until attainment of performance targets defined in the grant agreement as follows: • 30% of the shares are subject to a return on equity "ROE" metric based on 2023 financial results, with 50% to 100% of these shares vesting proportionately to achieved ROE of 5 % to 9 % . • 30% of the shares are subject to an EBITDA Metric based on 2023 financial results, with 50% to 100% of these shares vesting proportionately to achieved EBITDA of $ 45 million to $ 65 million . • 40% of the shares are subject to a Neat PHA production capacity metric based on a third party assessment at December 31, 2023, with 50% to 100% of the shares vesting proportionately to achieved capacity of 75 million pounds to 90 million pounds. In addition to these performance conditions, vesting of the shares is also subject to a shareholder approval to sufficiently increase the size of the 2020 Incentive Plan, which currently does not have enough shares remaining to fulfill this award. In the event such an approval does not take place, the performance shares must be settled in cash as calculated using the price of our common stock on the vesting date. Due to this cash settlement feature, the performance shares are accounted for as a liability. During 2021, we recognized expense of $ 0.1 million, included in selling, general and administrative expenses, and recorded a long-term liability of $ 0.1 million. The performance shares are marked to market using the price of our common stock on each reporting date with a life-to-date adjustment. Other than this mark to market effect, expense is recognized on a straight-line basis between the date of grant and the vesting date, which we anticipate will be in February 2024. All of these performance shares remained outstanding at December 31, 2021. Stock Options A summary of stock option activity under our equity plans follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance, December 31, 2019 11,141,491 $ 4.00 6.91 $ 28,500,630 Granted 6,089,669 22.46 Exercised ( 6,209,331 ) 4.48 121,333,865 Forfeited ( 13,296 ) 3.28 Balance, December 31, 2020 11,008,533 13.94 8.38 105,341,482 Granted 335,896 19.32 Exercised ( 723,369 ) 3.31 23,188,428 Forfeited ( 32,050 ) Balance, December 31, 2021 10,589,010 $ 14.85 7.39 $ 22,473,835 Exercisable 4,463,758 $ 4.79 5.23 $ 21,436,151 Vested and expected to vest 10,589,010 $ 14.85 7.39 $ 22,473,835 The weighted average grant-date fair values of options granted during 2021, 2020 and 2019, were $ 8.40 , $ 8.91 and $ 2.13 , respectively. In addition to the stock options granted under our equity plans, during the quarter ended December 31, 2020, we awarded 1,466,874 stock options that were contingent upon shareholder approval of an increase in the number of shares issuable under the 2020 Incentive Plan, which had not occurred. As a result, these awards were not reflected in our consolidated financial statements for the year ended December 31, 2020. During 2021, our Board modified these stock options to add a cash-settlement feature if shareholder approval is not obtained by the vesting dates. These modifications established grant dates for accounting purposes. Also during 2021, we granted 244,073 options that vest ratably on the three successive anniversaries of the grant date with the same cash-settlement feature. During 2021, we recognized expense of $ 0.5 million and recorded a long-term liability of $ 0.5 million related to these stock options. As of December 31, 2021 , there was $ 113.7 million of unrecognized compensation cost related to unvested stock options and restricted shares granted under the 2020 Incentive Plan. That cost is expected to be recognized over a weighted-average period of 2.0 years. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Leases | Note 8. Leases In 2018, we purchased a fermentation facility in Winchester, Kentucky (the Kentucky Facility), including the equipment, machinery, and other personal property located at such facility, for $ 23.0 million and entered into a sale and leaseback transaction with a large, diversified commercial property REIT pursuant to which we sold the Kentucky Facility and certain of our facilities located in Bainbridge, Georgia to the REIT for $ 30.0 million and leased back the same properties under a net lease for an initial term of 20 years with renewal terms up to an additional 20 years at our option. During the first year of the lease, the base annual rent was $ 2.4 million. The rent is subject to an adjustment of the lesser of (i) 2.0% or (ii) 1.25 times the change in the Consumer Price Index on January 1, 2020, and annually on every January 1st thereafter during the lease term, including any extension terms. The renewal terms have not been recognized as part of the right-of-use asset and lease liability since we have not determined that their exercise is reasonably certain. We used our estimated 2018 incremental borrowing rate of 12.89 % when determining the discount rate for the lease . In May 2020, we amended this lease to include a $ 7.3 million leasehold improvement allowance that was used to fund improvements in the Kentucky Facility. We accounted for these landlord payments as lease incentives and included these associated improvements in property, plant and equipment. The amendment also increased the annual base rent to $ 3.1 million in the initial year of the amendment and continued the annual adjustment as discussed above. We evaluated the present value of the revised payments using our estimated incremental borrowing rate of 11.5 % as of the date of the amendment, which increased the lease liability by $ 7.1 million. As of December 31, 2021, the lease, as amended, had a remaining term of 17 years. In August, 2021, as part of the Novomer business combination, we acquired their principal operating facility in Rochester, New York. We evaluated the present value of the revised payments using our estimated incremental borrowing rate of 11.5 %, and recorded a right-of use asset and lease liability of $ 2.7 million, respectively. Refer to Note 4 for additional information on the Novomer acquisition. As of December 31, 2021, the lease had a remaining term of approximately six years with an option for a five year renewal term, which we assumed will be exercised for lease accounting purposes. As of December 31, 2021 and 2020, our weighted average remaining lease term was approximately 16.5 years and 18 years, respectively. The following table sets forth the allocation of our operating lease costs. Years Ended December 31, (in thousands) 2021 2020 2019 Cost of revenue $ 1,917 $ 1,402 $ 358 Selling, general and administrative 303 1,683 2,334 Research and development 268 535 443 Total operating lease cost $ 2,488 $ 3,620 $ 3,135 The following table reconciles the undiscounted future lease payments for operating leases to the operating lease liabilities at December 31, 2021. (in thousands) Undiscounted future operating lease cash flows for the periods ending December 31, 2022 $ 3,543 2023 3,545 2024 3,548 2025 3,550 2026 3,553 Thereafter 40,403 58,142 Less interest ( 32,112 ) Present value of lease liability $ 26,030 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16. Income Taxes As a result of the Novomer acquisition, as discussed in Note 4, we believe we will be able to recognize some of our previously existing deferred tax assets and as a result, we have recorded a discrete income tax benefit of $ 13.2 million. The significant components of our income tax expense (benefit) were as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Current tax expense (benefit) Federal $ - $ - $ ( 52 ) State - - - Total current expense (benefit) - - ( 52 ) Deferred tax expense (benefit) Federal ( 14,601 ) ( 2,134 ) - Federal valuation allowance 3,139 2,134 3,218 State ( 1,649 ) ( 463 ) - State valuation allowance ( 122 ) 463 919 Total deferred expense (benefit) ( 13,233 ) - 4,137 Total income tax expense (benefit) $ ( 13,233 ) $ - $ 4,085 A reconciliation of our actual income tax provision to one computed by applying the statutory federal income tax rate to the income before the provision for income taxes follows: Years Ended December 31, (in thousands) 2021 2020 2019 Federal income tax benefit at statutory federal rate $ ( 15,401 ) $ ( 1,859 ) $ ( 3,211 ) Permanent difference associated with gain on remeasurement of private warrants ( 5,831 ) ( 781 ) - State income tax benefit, net of federal taxes ( 1,307 ) ( 573 ) ( 725 ) Transaction costs associated with business combinations 475 ( 220 ) - Revisions to prior years’ estimates ( 1,744 ) 662 ( 1,003 ) Stock-based compensation 474 157 - Other permanent differences 11 17 18 Other - - 3 Officers' salary 162(m) limitation 7,291 - - Permanent difference associated with PPP loan forgiveness ( 373 ) - - Change in state rates 155 - - Valuation allowance 3,017 2,597 9,003 Total income tax expense (benefit) $ ( 13,233 ) $ - $ 4,085 Deferred income tax amounts result from temporary differences between financial statements and income tax reporting. Components of our net deferred tax assets and liabilities were as follows: December 31, (in thousands) 2021 2020 Deferred income tax assets Net operating loss carryforwards $ 39,408 $ 16,614 Lease liability 5,953 6,921 Stock-based compensation 3,652 1,061 Inventory reserve 577 - Contribution carryforwards 34 89 Legal settlement accrual 286 637 Deferred revenue 49 625 Allowance for doubtful accounts 120 33 Tax credits 992 - Interest expense limitation 65 - Other 325 143 Total deferred income tax assets 51,461 26,123 Valuation allowance ( 25,179 ) ( 19,050 ) Total deferred income tax assets, net of valuation allowance 26,282 7,073 Deferred income tax liabilities Right-of-use assets ( 4,400 ) ( 4,938 ) Depreciation and amortization ( 22,896 ) ( 2,135 ) Total deferred income tax liabilities ( 27,296 ) ( 7,073 ) Net deferred income tax liabilities $ ( 1,014 ) $ - In assessing the realizability of deferred income tax assets, we consider whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods at which time those temporary differences become deductible. In making valuation allowance determinations, we consider all available evidence, positive and negative, affecting specific deferred tax assets, including the scheduled reversal of deferred income tax liabilities, projected future taxable income, the length of carry-back and carry-forward periods, statutory limitations on utilization of net operating losses, and tax planning strategies in making this assessment. The following details the activity in the valuation allowance for 2021 and 2020: (in thousands) Beginning Balance Business Combinations Additions Amounts Utilized Ending Balance 2020 $ 16,453 $ - $ 2,597 $ - $ 19,050 2021 $ 19,050 $ 3,112 $ 3,017 $ - $ 25,179 Certain of our deferred tax assets relate to federal and state net operating losses and credits. As of December 31, 2021 and 2020, we had federal net operating loss carryforwards of $ 156 million and $ 65 million , respectively, available and no capital loss carryforwards available to offset future taxable income. We had state net operating loss carryforwards as of December 31, 2021 and 2020 of $ 173 million and $ 65 million , respectively. A significant portion of our net operating loss carryforwards were generated prior to 2018 and are subject to statutory limitations on annual utilization and will expire at various times during the tax years from 2028 through 2036 , while net operating loss carryforwards generated 2018 and after will have an indefinite life carryforward. We did no t have any material uncertain tax positions or related interest or penalties in 2021, 2020 or 2019. We recognize interest and penalties related to unrecognized tax liabilities as a component of income tax expense, if any. We recognized no material interest and penalties during 2021, 2020 and 2019, and we had no accrued interest or penalties as of December 31, 2021 or 2020. We file U.S. federal income tax returns and state income tax returns for California, Florida, Georgia, Illinois, Kentucky, Massachusetts, New York, Texas and Wisconsin. We are no longer subject to examinations by major tax jurisdictions for 2016 and prior. During 2020, the CARES Act and the CAA were enacted. Among other provisions, the CARES Act and the CAA provide relief to U.S. federal corporate taxpayers through temporary adjustments to net operating loss rules, changes to limitations on interest expense deductibility, and the acceleration of available refunds for minimum tax credit carryforwards. We evaluated the impact of the CARES Act as part of ASC 740 consideration and did not expect the provisions of the CARES Act would result in a material impact to the consolidated financial statements. We continue to monitor the impact the CARES Act may have on our business. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Note 17. Retirement Plans We maintain a defined contribution retirement plan (“Plan”) for the benefit of employees who meet certain age and employment criteria. Contributions to the Plan include both a match of 100 % of employee contributions up to 4 % of each eligible employee’s compensation and, from time to time, a discretionary amount. Our matching expense was $ 0.5 million, $ 0.3 million and $ 0.2 million for 2021, 2020 and 2019, respectively; there were no discretionary contributions during these years. |
Supplemental Cash Flows
Supplemental Cash Flows | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flows | Note 18. Supplemental Cash Flows Supplemental cash flow information is presented below. Years Ended December 31, (in thousands) 2021 2020 2019 Supplemental cash flow information Cash paid for interest, net of interest capitalized $ 512 $ 1,450 $ 1,964 Cash paid for operating leases 3,346 2,950 2,875 Cash paid for income taxes - 24 - Supplemental non-cash disclosure Changes in accounts payable and accrued liabilities related to purchase of property, plant and equipment 16,103 533 6,318 Forgiveness of NMTC leverage loan receivable - 14,334 20,478 Forgiveness of debt 1,776 20,000 26,069 Conversion of convertible debt to common stock - 11,723 - Transaction costs in accounts payable and accrued expenses - 1,288 - Accounts payable settled directly by landlord - 1,082 - Net assets acquired from Live Oak in Business Combination - 524 - Private warrants liability assumed from Live Oak in Business Combination - 86,580 - The following table provides a reconciliation of cash and cash equivalents and restricted cash. December 31, (in thousands) 2021 2020 2019 Cash and cash equivalents $ 286,487 $ 377,581 $ 6,261 Restricted cash 481 2,316 3,017 Total cash and cash equivalents and restricted cash $ 286,968 $ 379,897 $ 9,278 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 19. Commitments and Contingencies Commitments In connection with our 2007 acquisition of certain intellectual property, we agreed to pay royalties upon production and sale of PHA. The royalty is $ 0.05 per pound for the first 500 million pounds of PHA sold and decreases to $ 0.025 per pound for cumulative sales in excess of that amount until the underlying patents expire. We incurred approximately $ 0.3 million in royalty expense during 2021. In November 2015, we terminated a former executive and terminated our contract with an advisory firm (“Advisory Contract”), pursuant to which we, through the advisory firm, engaged the individual as an executive of the Company. In December 2015, we deemed the Advisory Contract, together with all related arrangements in connection therewith, void, including any share issuances in connection with such arrangements. We filed suit against the former executive and the advisory firm during 2016, and various counterclaims were filed by the former executive and the advisory firm. During the third quarter of 2020, this matter was settled, we agreed to pay $ 8 million to resolve all outstanding claims, the executive agreed to the cancellation of any shares issued to him pursuant to the Advisory Contract and related arrangements, and the parties exchanged of mutual releases. The remaining unpaid liability is included in accrued liabilities ($ 1.25 million and $ 1.25 million ) and other long-term liabilities ( zero and $ 1.25 million ) at December 31, 2021 and 2020, respectively. Litigation Matters On May 14, 2021 a class action complaint was filed by Darryl Keith Rosencrants in the United States District Court for the Eastern District of New York, on May 18, 2021, a class action complaint was filed by Carlos Caballeros in the United States District Court for the Middle District of Georgia, on May 18, 2021 a class action complaint was filed by Dennis H. Wilkins also in the United States District Court for the Middle District of Georgia, and on May 19, 2021, a class action complaint was filed by Elizabeth and John Skistimas in the United States District Court for the Eastern District of New York. Each plaintiff or plaintiffs brought the action individually and on behalf of all others similarly situated against the Company. The alleged class varies in each case but covers all persons and entities other than Defendants who purchased or otherwise acquired our securities between October 5, 2020 and May 4, 2021 (“Class Period”). Plaintiffs are seeking to recover damages caused by Defendants’ alleged violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (“1934 Act”) and Rule 10b-5 promulgated thereunder. The complaints are substantially similar and are each premised upon various allegations that throughout the Class Period, Defendants made materially false and misleading statements regarding, among other things, our business, operations and compliance policies. Plaintiffs seek the following remedies: (i) determining that the lawsuits may be maintained as class actions under Rule 23 of the Federal Rules of Civil Procedure, (ii) certifying a class representative, (iii) requiring Defendants to pay damages allegedly sustained by plaintiffs and the class members by reason of the acts alleged in the complaints, and (iv) awarding pre-judgment and post-judgment interest as well as reasonable attorneys’ fees, expert fees and other costs. On July 29, 2021, the Georgia court transferred the Georgia cases to New York, and all four class actions have been consolidated into a single lawsuit in the Eastern District of New York. On January 19, 2022, a Consolidated Amended Class Action Complaint (“Amended Complaint”) was filed in the Eastern District of New York, naming as defendants the Company, its directors and certain of its officers as well as certain former directors (collectively, “Defendants”). The Amended Complaint is brought on behalf of a class consisting of (i) purchasers of shares of the Company during the period October 5, 2020 to May 4, 2021, (ii) all holders of the Company’s Class A common stock entitled to vote on the merger transaction between the Company and Meredian Holdings Group, Inc. consummated on December 28, 2020 and (iii) purchasers of Company securities pursuant to the Company’s Registration Statement on Form S-4 that was declared effective on December 16, 2020 or the Company’s Registration Statement on Form S-1 that was declared effective on February 16, 2021. The Amended Complaint asserts claims for violations of Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rules 10(b)-5(a)-(c) promulgated thereunder and Sections 11, 12 and 15 of the Securities Act of 1933. Plaintiffs seek the following remedies: (a) a determination that the lawsuit is a proper class action pursuant to Rule 23 of the Federal Rules of Civil Procedure and certifying Plaintiffs as class representative, (b) awarding compensatory and punitive damages allegedly sustained by the class members by reason of the acts set forth in the Amended Complaint and (c) awarding pre-judgment and post-judgment interest and costs and expenses, including reasonable attorneys’ fees and experts’ fees and other costs. Defendants intend to file a motion to dismiss. On May 24, 2021, a shareholder derivative lawsuit was filed in the Court of Chancery of the State of Delaware by Richard Delman on behalf of the Company, alleging breach of fiduciary duty against the Company’s directors. On October 6, 2021, a shareholders derivative lawsuit was filed in the United States District Court for the District of Delaware by Ryan Perri on behalf of the Company, alleging breach of fiduciary duty against the Company’s directors. Both derivative lawsuits have been stayed pending the outcome of Defendants’ intended motion to dismiss the securities class actions. These derivative complaints repeat certain allegations which are already in the public domain. Defendants deny the allegations of the above complaints, believe the lawsuits are without merit and intend to defend them vigorously. Since we are unable to estimate the likelihood of incurring a loss, or the amount of loss, if any, related to these matters, we have not accrued any losses for these matters at December 31, 2021. On May 5, 2021, we received a letter from the Atlanta regional office of the SEC, in connection with a non-public, fact-finding inquiry, requesting that we voluntarily produce certain specified information. On July 14, 2021, we timely and voluntarily produced the information requested by the SEC. On January 26, 2022, we received a follow-up request from the SEC for additional documents and information. We intend to fully comply with this and any subsequent requests we may receive. In the ordinary course of business, we may be a party to various other legal proceedings from time to time . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20. Subsequent Events On January 16, 2022, our Board of Directors approved the assumption of the remaining authorized but unissued 2,895,411 shares under Danimer's two legacy stock incentive plans into our 2020 Incentive Plan. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Segments | Segments Our chief operating decision maker is the Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. We have one primary business activity and there are no segment managers who are held accountable for operating results at a level below the consolidated unit level. Accordingly, we have determined that we have one operating and reportable segment. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash or deposits with financial institutions and deposits in highly liquid money market securities. Deposits with financial institutions are insured by the Federal Deposit Insurance Corporation up to $ 250,000 . Our bank deposits exceed federally-insured limits. At December 31, 2021 and 2020, long-term restricted cash included $ 0.4 million and $ 0.5 million, respectively, related to amounts required under New Markets Tax Credit (“NMTC”) debt agreements with various lenders. At December 31, 2020, restricted cash also included $ 1.8 million in an escrow account to fund possible repayment of the PPP loan, which was forgiven and the escrow was collected in 2021 (see Note 12 ). |
Accounts Receivable, net | Accounts Receivable, net We record accounts receivable at the stated amount of the transactions with our customers and we do not charge interest. The allowance for credit losses is our best estimate of the amount of probable credit losses associated with our accounts receivable. We determine the allowance based on historical experience, current conditions, and reasonable and supportable forecasts. Past-due balances are reviewed individually for collectability. We charge off account balances against the allowance after we have exhausted all means of collection and we consider the potential for recovery to be remote. At December 31, 2021 and 2020 the allowances for credit losses were $ 0.5 million and $ 0.1 million , respectively. Our accounts receivable generally have net 30 to net 60 -day payment terms and we usually receive consideration in accordance with the payment terms of the contract. Accordingly, we do not provide customers significant financing arrangements. As of December 31, 2021 and 2020, trade accounts receivable were $ 16.8 million and $ 6.3 million, respectively, with the remainders representing other receivables. |
Inventories, net | Inventories, net Inventories primarily consist of raw materials and finished products and are valued at the lower of cost or net realizable value. We determine cost using the average cost method. We review the carrying value of inventory on a periodic basis for excess or obsolete items based on historical turnover and assumptions about future product demand, and by analyzing the current selling price for purposes of accounting for inventory at the lower of cost or net realizable value. If we determine the quantities exceed the estimated forecast, that an item is obsolete, or the expected net realizable value upon sale is lower than the currently recorded cost, we record a write-down, charged to cost of revenue, to reduce the value of the inventory to its net realizable value and establish a new cost basis. |
Property, Plant, and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Property, plant and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to forty years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term of twenty years. Major property additions, replacements, and improvements that extend useful life are capitalized, while maintenance and repairs which do not extend the useful lives of the assets are expensed. Net gains or losses on equipment sales and other property dispositions are reflected as operating income or expense. |
Impairment of Goodwill and Long-Lived Assets | Impairment of Goodwill and Long-Lived Assets We test goodwill for impairment annually as of November 1 or more frequently if events or circumstances indicate possible impairment. Other long-lived assets, such as property, plant and equipment and finite-lived intangible assets, are amortized over their respective estimated useful lives and reviewed for impairment if events or circumstances indicate possible impairment. There were no impairments recognized during 2021, 2020 or 2019. |
Convertible Debt and Capped Call | Convertible Debt and Capped Call We elected the early adoption of ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") effective January 1, 2021. This adoption had no impact on our financials prior to the issuance of our convertible debt on December 21, 2021. We reviewed the applicable models under the simplified guidance and determined that this borrowing should be accounted for as debt and should be presented at stated carrying value net of issuance costs. Additionally, we determined that the conversion feature qualified for a scope exception and was not required to be accounted for separately as a derivative. In conjunction with the convertible debt, we entered into capped call transactions in which we purchased a call option to receive shares of our common stock. The capped call options are legally separate from the convertible debt, and we accounted for the capped call options separately from the convertible debt. The capped call options are indexed to our own common stock and classified in stockholders’ equity. The premiums paid for the capped call, determined to be the fair value of the capped call options at inception, have been included as a reduction to additional paid-in capital. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to long-term debt are reported as a direct deduction from that debt, except for costs associated with debt instruments with no outstanding borrowings, which are reflected as an asset. Debt issuance costs are amortized using the straight-line method which approximates the effective interest rate method over the term of the related debt. Amortization of debt issuance costs is included in interest expense in the consolidated statements of operations and was $ 0.5 million , $ 1.0 million and $ 1.3 million , respectively, during 2021, 2020 and 2019. |
Revenue Recognition | Revenue Recognition We recognize revenue from product sales and services in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). We recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. At contract inception, we assess the goods or services promised within each contract and determine which are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. We derive our revenues primarily from: 1) product sales of developed compostable resins based on polyhydroxyalkanoates (“PHA”), polylactic acid (“PLA”) and other renewable materials; and 2) research and development (“R&D”) services related to developing customized formulations of biodegradable resins based on PHA. We generally produce and sell finished products, for which we recognize revenue upon shipment, which is typically when control of the underlying product is transferred to the customer and all other revenue recognition criteria have been met. Due to the highly specialized nature of our products, returns are infrequent, and therefore we do not estimate amounts for sales returns and allowances. We offer a standard quality assurance warranty related to the fitness of our finished goods. There are no forms of variable consideration such as discounts, rebates, or volume discounts that we estimate to reduce our transaction price. R&D service revenues generally involve milestone-based contracts under which we work with a customer to develop a PHA-based solution designed to the customer’s specifications, which may involve a single or multiple performance obligations. When an R&D contract has multiple performance obligations, we allocate the transaction price to the performance obligations utilizing a cost-plus approach to estimate the stand-alone selling price, which contemplates the level of effort to satisfy the performance obligations, and then allocate the transaction price to each of the performance obligations based on the relative percentage of the stand-alone selling price. We recognize revenue for these R&D services over time with progress based on personnel hours incurred to date as a percentage of total estimated personnel hours for each performance obligation identified within the contract. Upon completion of the R&D services, the customers have an option to enter into long-term supply agreements with us for the product(s) that were developed within the respective contracts. We concluded these customer options were marketing offers, not separate performance obligations, since the options did not provide a material right to any of our customers. For our R&D service revenues, we estimate completion costs for these contracts based on our expertise and experience in providing these services. These estimates may ultimately differ from the actual cost incurred. An increase of 10 % in the estimated hours remaining to complete each of our R&D contracts at December 31, 2021 would have reduced our revenue by $ 1.0 million. We incur certain fulfillment costs that meet the criteria for capitalization in accordance with ASC 340. These costs are amortized to cost of revenue on a per pound basis as products are sold. We recognize a contract liability if we receive consideration (or have the conditional right to receive consideration) in advance of performance, which only occurs with our R&D services contracts. At the inception of our R&D services contracts, customers generally pay consideration at the commencement of the agreement and at milestones as outlined in the contracts. |
Cost of Revenue | Cost of Revenue Direct costs of production and delivery (including raw materials, inbound and outbound freight, production and warehouse salaries and stock-based compensation, plant utilities, plant rent, depreciation, and other production-related expenditures) are charged to cost of revenue in the same period as the related revenue is recognized. Other direct incremental third-party costs related to our R&D contracts are charged to cost of revenue. |
Stock-Based Compensation | Stock-Based Compensation Awards to employees have been granted with vesting requirements based on duration of service only, a combination of market-based and service-based conditions, and a combination of performance-based and service-based conditions. We recognize expense associated with service-based only condition awards on a straight-line basis over the requisite service period. We recognize expense associated with awards with market-based or performance-based vesting conditions on a straight-line basis over the longest of the explicit, implicit or derived service period term of the award. |
Advertising Costs | Advertising Costs We charge advertising costs to selling, general and administrative expense as incurred. Advertising costs were not material during 2021, 2020 or 2019. |
Research and Development Costs | Research and Development Costs We charge research and development costs to expense as incurred. Research and development costs include salaries, depreciation, stock-based compensation, consulting and other external fees, and facility costs directly attributable to research and development activities. |
Income Taxes | Income Taxes We are taxed as a corporation and as such use the asset and liability method of accounting for income taxes. We file consolidated income tax returns that include our subsidiary legal entities. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits such as net operating loss carryforwards to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. In the ordinary course of business, there may be transactions for which the ultimate tax outcome is uncertain. We assess uncertain tax positions in each of the tax jurisdictions in which we operate and account for the related financial statement implications. Unrecognized tax benefits are reported using the two-step approach, under which tax effects of a position are recognized only if it is more likely than not to be sustained and the amount of the tax benefit recognized is equal to the largest tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement of the tax position. Determining the appropriate level of unrecognized tax benefits requires us to exercise judgment regarding the uncertain application of tax law. We would adjust the amount of unrecognized tax benefits when information became available or when an event occurred indicating a change would be appropriate. We would include interest and penalties related to any uncertain tax positions as part of income tax expense. |
Business Combinations | Business Combinations We recognize assets acquired and liabilities assumed at their estimated acquisition date fair values, with the excess of purchase price over the estimated fair values of identifiable net assets recorded as goodwill. Assigning fair values requires us to make significant estimates and assumptions regarding the fair value of identifiable intangible assets. We may refine these estimates if necessary over a period not to exceed one year by taking into consideration new information that, if known at the acquisition date, would have affected the fair values recognized for assets acquired and liabilities assumed. Significant estimates and assumptions are used in estimating the value of acquired identifiable intangible assets, possibly including estimating future cash flows based on forecasted revenues and EBITDA margins that we expect to generate following the acquisition, selecting an appropriate royalty rate when applicable, applying an appropriate discount rate to estimate a present value of those cash flows and determining acquired assets' useful lives. These assumptions are forward-looking and their realization will be affected by future economic and market conditions. |
Leases | Leases Operating leases are reflected as right-of-use assets and lease liabilities. The right-of-use assets and lease liabilities are recognized as the present value of the future lease payments over the lease term at commencement date, adjusted for lease incentives, prepaid or accrued rent, and unamortized initial direct costs, as applicable. Since most of the leases do not provide a readily determinable rate implicit in the lease, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Our lease terms may include options to extend or terminate the lease, typically at our own discretion. We evaluate the renewal options at commencement and if they are reasonably certain of exercise, we include the renewal period in the lease term. For all classes of leased assets, we have applied an accounting policy election to exclude short-term leases from recognition in our consolidated balance sheets. A short-term lease has a lease term of 12 months or less at the commencement date and does not include a purchase option that is reasonably certain of exercise. We recognize short-term lease expense in our consolidated statements of operations on a straight-line basis over the lease term. Lease costs are recorded in cost of revenue, research and development expenses, or selling, general and administrative expenses based on the underlying functions of the leased assets. |
Earnings per Share | Earnings per Share We compute basic earnings per share by dividing net income by the weighted-average number of common shares outstanding during the period. In accordance with the Amended and Restated Certificate of Incorporation and as a result of the Business Combination and reverse acquisition, we have retrospectively adjusted the weighted average shares outstanding prior to December 29, 2020 using the established exchange rate of 1 Legacy Danimer common share to 9.158 common shares. We compute diluted earnings per share by dividing net income by the weighted-average number of common shares outstanding during the period, including potentially dilutive ordinary shares from option exercises, employee share awards, and other dilutive instruments that have been issued. For periods where we have presented a net loss, such securities are excluded from the computation of diluted net loss per share as they would be anti-dilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Accounting for Income Taxes — In December 2019, the FASB issued ASU 2019-12 , Income Taxes (“Topic 740”), to simplify the accounting for income taxes, which we adopted effective January 1, 2021. The new guidance changes various subtopics of accounting for income taxes including, but not limited to, accounting for “hybrid” tax regimes, tax basis step-up in goodwill obtained in a transaction that is not a business combination, intraperiod tax allocation exception to incremental approach, ownership changes in investments, interim-period accounting for enacted changes in tax law, and year-to-date loss limitation in interim-period tax accounting. There was no material impact on our consolidated financial statements as a result of adopting this guidance. Debt - Debt with Conversion and Other Options and Derivatives and Hedging Contracts in Entity's Own Equity - In August 2020, the FASB issued ASU 2020-06, to simplify the accounting for convertible instruments by eliminating large sections of the existing guidance in this area , which we adopted effective January 1, 2021 . It also eliminates several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. This had no effect on our consolidated financial statements prior to the issuance of the convertible notes (see Note 12 ). Financial Instruments - Credit Losses — In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”), which we adopted effective January 1, 2021. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU also requires enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. There was no material impact on our consolidated financial statements as a result of adopting this guidance. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements There have been no new accounting pronouncements not yet effective that we believe will have a significant effect, or potential significant effect, on our consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of revenue information by major geographic area | Revenue by geographic areas is based on the location of the customer. The following is a summary of revenue information by major geographic area: Years Ended December 31, (in thousands) 2021 2020 2019 Domestic $ 43,264 $ 24,964 $ 16,987 Germany 6,618 12,157 6,696 Belgium 5,119 4,916 4,152 Switzerland 2,605 4,423 4,000 All other countries 1,143 873 509 Total revenues $ 58,749 $ 47,333 $ 32,344 |
Schedule of reconciliation of cash and cash equivalents and restricted cash in financial statements | The following table provides a reconciliation of cash and cash equivalents and restricted cash. December 31, (in thousands) 2021 2020 2019 Cash and cash equivalents $ 286,487 $ 377,581 $ 6,261 Restricted cash 481 2,316 3,017 Total cash and cash equivalents and restricted cash $ 286,968 $ 379,897 $ 9,278 |
Schedule of changes in R&D contract asset and contract liability balance | The following table shows the significant changes in the R&D contract asset and contract liability balances. December 31, December 31, 2020 (in thousands) Contract Assets Contract Liabilities Contract Liabilities Beginning balance $ - $ ( 2,115 ) $ ( 4,240 ) Revenue recognized 2,128 4,157 4,712 Unearned consideration received - ( 2,256 ) ( 2,587 ) Ending balance $ 2,128 $ ( 214 ) $ ( 2,115 ) |
Schedule of Stock-based compensation expense | The following table sets forth the allocation of our stock-based compensation expense. Years Ended December 31, (in thousands) 2021 2020 2019 Cost of revenue $ 109 $ 126 $ 76 Selling, general and administrative 48,782 3,313 5,036 Research and development 7,017 206 159 Total stock-based compensation $ 55,908 $ 3,645 $ 5,271 |
Fair Value Considerations (Tabl
Fair Value Considerations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Considerations [Abstract] | |
Summary of Restricted shares | The following table provides information regarding the restricted shares that were valued using Monte Carlo simulations on the March 10, 2021 grant date. Fair value at grant date $ 36.57 Dividend yield 0.00 % Risk-free rate 1.51 % Expected term (in years) 9.80 |
Schedule of ranges of values used and fair value determined | The following table sets forth the fair values we calculated and the ranges of values used in our Black Scholes calculations for stock options, other than ESPP awards. December 31, Years Ended December 31, 2021 2021 2020 2019 Share prices of our common stock $ 8.52 $ 8.52 - $ 45.41 $ 9.65 - $ 24.65 N/A Expected volatilities 48.60 % 41.45 % - 48.60 % 38.00 % - 43.40 % 37.20 % - 38.10 % Risk-free rates of return 1.30 % 0.88 % - 1.30 % 0.23 % - 0.88 % 1.53 % - 2.37 % Expected option terms (years) 5.58 5.58 - 6.00 5.50 - 6.50 4.50 - 6.00 Calculated option values $ 5.25 - $ 6.68 $ 1.67 - $ 18.52 $ 2.58 - $ 9.59 $ 2.61 - $ 2.61 The table below sets forth the inputs we used in our Black Sholes models for Private Warrant valuations and the fair values determined. Year Ended December 31, 2021 December 31, 2021 December 31, 2020 Share price of our common stock $ 8.52 $ 8.20 - $ 64.29 $ 23.51 Expected volatility 47.62 % 40.00 % - 47.62 % 40.0 % Risk-free rate of return 1.11 % 0.75 % - 1.11 % 0.36 % Expected warrant term (years) 3.99 3.99 - 4.74 4.99 Fair value determined per warrant $ 2.45 $ 2.45 - $ 15.14 $ 13.81 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Earnout Shares | The Legacy Danimer shareholders are entitled to receive up to an additional 6,000,000 shares of our common stock (“Earnout Shares”) if the volume-weighted average price (“VWAP”) of our shares equals or exceeds the following prices for any 20 trading days within any 30 trading-day period (“Trading Period”) beginning on June 29, 2021: Final Trading Period End Date Number of Shares VWAP Target December 31, 2023 2,500,000 $ 15.00 December 31, 2025 2,500,000 $ 20.00 December 31, 2025 1,000,000 $ 25.00 |
Schedule of Preliminary Fair Values of Assets Acquired And Liabilities Assumed | The table below sets forth the preliminary fair values of assets acquired and liabilities assumed including the adjustments recorded, primarily due to changes in preliminary third-party valuation work: September 30, December 31, (in thousands) 2021 Adjustments 2021 Cash and restricted cash $ 2,741 $ - $ 2,741 Property, plant and equipment 15,591 3,031 18,622 Other assets acquired 2,285 17 2,302 Right-of-use asset 2,000 715 2,715 Acquired technology 85,400 ( 1,000 ) 84,400 Goodwill 66,581 ( 3,932 ) 62,649 Deferred tax liability ( 16,159 ) 1,913 ( 14,246 ) Lease liability ( 2,000 ) ( 759 ) ( 2,759 ) Liabilities assumed ( 2,019 ) 15 ( 2,004 ) Contingent purchase price payable ( 500 ) - ( 500 ) Total preliminary purchase price $ 153,920 $ - $ 153,920 |
Summary of Proforma Adjustments | The following includes proforma adjustments to reflect amortization of acquired technology intangible assets and to reflect $ 2.6 million of transaction costs in 2020 instead in 2021. We do not disclose proforma impact related to income taxes or earnings-per-share as we do not believe those are useful to the reader. Years Ended December 31, (in thousands) (unaudited) 2021 2020 Revenue $ 58,783 $ 47,362 Loss from operations ( 101,986 ) ( 28,751 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories, net consisted of the following: December 31, December 31, (in thousands) 2021 2020 Raw materials $ 11,555 $ 6,825 Work in process 928 133 Finished goods and related items 12,090 6,684 Total inventories, net $ 24,573 $ 13,642 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, plant, and equipment, net | Property, plant and equipment, net, consisted of the following: (in thousands) Estimated Useful Life (Years) December 31, 2021 December 31, 2020 Land and improvements 20 $ 92 $ 92 Leasehold improvements Shorter of useful life or lease term 27,845 20,932 Buildings 15 - 40 2,156 2,089 Machinery and equipment 5 - 20 97,923 64,164 Motor vehicles 7 - 10 912 693 Furniture and fixtures 7 - 10 420 221 Office equipment 3 - 10 3,368 2,089 Construction in progress N/A 212,647 36,146 345,363 126,426 Accumulated depreciation and amortization ( 29,182 ) ( 19,631 ) Property, plant and equipment, net $ 316,181 $ 106,795 |
Schedule of depreciation and amortization expense | We reported depreciation and amortization expense (which included amortization of intangible assets) as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Cost of revenue $ 8,041 $ 3,646 $ 2,433 Selling, general and administrative 597 308 459 Research and development 3,036 655 615 Total depreciation and amortization expense $ 11,674 $ 4,609 $ 3,507 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets net | Intangible assets, net, consisted of the following: December 31, December 31, (in thousands) 2021 2020 Intangible assets, gross $ 93,244 $ 8,297 Capitalized patent costs not yet subject to amortization 869 469 Intangible assets subject to amortization, gross 92,375 7,828 Accumulated amortization ( 8,585 ) ( 6,496 ) Intangible assets subject to amortization, net 83,790 1,332 Total intangible assets, net $ 84,659 $ 1,801 |
Summary of estimated amortization expense | We expect intangible assets currently subject to amortization will amortize over the coming years as follows: (in thousands) Years Ending December 31: Amortization Expense 2022 $ 4,728 2023 4,564 2024 4,229 2025 4,229 2026 4,229 Thereafter 61,811 Total $ 83,790 |
Schedule of Goodwill | Changes in the carrying amount of goodwill were as follows: December 31, (in thousands) 2021 Balance at beginning of year $ - Acquisition of Novomer 62,649 Balance at end of year $ 62,649 |
New Market Tax Credit Transacti
New Market Tax Credit Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
NMTC Arrangements [Member] | |
Offsetting Assets [Line Items] | |
Schedule of Outstanding Nmtc Arrangements | The below table summarizes our NMTC arrangements (dollars in thousands) : Transaction Date Amount Borrowed Interest Rate Recapture Period End Loan Maturity Date Date Extinguished 7/23/2012 $ 27,000 1.33 % 7/31/2019 7/22/2042 7/31/2019 7/30/2013 20,000 1.31 % 10/2/2020 9/30/2037 10/2/2020 4/25/2019 9,000 1.96 % 4/30/2026 9/30/2048 N/A 11/7/2019 12,000 1.06 % 11/30/2026 11/7/2039 N/A |
Leverage Loans [Member] | |
Offsetting Assets [Line Items] | |
Schedule of Outstanding leverage loan | As part of our NMTC transactions, we have made leverage loans as follows (dollars in thousands) : Transaction Date Amount Lent Interest Rate Interest Rate Period End Loan Maturity Date Date Extinguished 7/23/2012 $ 20,478 1.00 % 7/23/2019 7/22/2042 7/31/2019 7/30/2013 14,334 1.00 % 9/3/2020 9/30/2037 10/2/2020 4/25/2019 6,262 2.00 % 4/25/2026 9/30/2048 N/A 11/7/2019 7,146 1.08 % 11/7/2026 11/7/2039 N/A |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | The components of accrued liabilities were as follows: December 31, December 31, (in thousands) 2021 2020 Construction in progress expenditures $ 8,896 $ 531 Compensation and related expenses 4,572 5,395 Accrued loss on supply contract 1,423 - Legal settlement 1,250 1,250 Transaction costs and other legal fees 850 1,293 Other 1,786 751 Total accrued liabilities $ 18,777 $ 9,220 |
Private Warrants (Tables)
Private Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of private warrant liability | A rollforward of the private warrants liability is below. (in thousands) Balance at December 31, 2019 $ - Initial valuation on December 29, 2020 ( 86,580 ) Gain on remeasurement of private warrants 3,720 Balance at December 31, 2020 $ ( 82,860 ) Gain on remeasurement of private warrants 27,767 Fair value of Private Warrants sold 45,515 Balance at December 31, 2021 $ ( 9,578 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The components of long-term debt were as follows: December 31, December 31, (in thousands) 2021 2020 3.25 % Convertible Senior Notes $ 240,000 $ - New Market Tax Credit Transactions 21,000 21,000 Subordinated Term Loan 10,205 10,171 Vehicle and Equipment Notes 407 329 Mortgage Notes 242 266 2019 Term Loan - 27,000 Paycheck Protection Program Loan - 1,776 Asset-based Lending Arrangement - - Total $ 271,854 $ 60,542 Less: Total unamortized debt issuance costs ( 10,563 ) ( 3,955 ) Less: Current maturities of long-term debt ( 357 ) ( 25,201 ) Total long-term debt $ 260,934 $ 31,386 |
Schedule of future maturities of long-term debt | As of December 31, 2021, the future cash maturities of long-term debt are as follows: (in thousands) Amount Years Ended December 31, 2022 $ 357 2023 108 2024 10,275 2025 42 2026 240,043 Thereafter 21,029 Total future maturities $ 271,854 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary of the common stock activity | The following table summarizes the common stock activity for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Common stock: Balance, beginning of period 84,535,640 25,371,186 Issuance of common stock 16,152,180 59,164,454 Balance, end of period 100,687,820 84,535,640 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Anti-dilutive Instruments The following instruments were excluded from the calculation of diluted shares outstanding because the effect of including them would have been anti-dilutive. Years Ended December 31, 2021 2020 2019 Convertible debt 22,250,040 - 1,261,862 Employee stock options 10,589,010 11,008,993 4,344,326 Public Warrants - 10,000,000 - Private Warrants 3,914,525 6,000,000 - Restricted shares 2,529,732 - - Legacy Danimer options 125,489 279,252 279,252 Legacy Danimer warrants - 506,611 1,206,574 Total excluded instruments 39,408,796 27,794,856 7,092,014 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of changes in R&D contract asset and contract liability balance | The following table shows the significant changes in the R&D contract asset and contract liability balances. December 31, December 31, 2020 (in thousands) Contract Assets Contract Liabilities Contract Liabilities Beginning balance $ - $ ( 2,115 ) $ ( 4,240 ) Revenue recognized 2,128 4,157 4,712 Unearned consideration received - ( 2,256 ) ( 2,587 ) Ending balance $ 2,128 $ ( 214 ) $ ( 2,115 ) |
Schedule of revenue information by major geographic area | Revenue by geographic areas is based on the location of the customer. The following is a summary of revenue information by major geographic area: Years Ended December 31, (in thousands) 2021 2020 2019 Domestic $ 43,264 $ 24,964 $ 16,987 Germany 6,618 12,157 6,696 Belgium 5,119 4,916 4,152 Switzerland 2,605 4,423 4,000 All other countries 1,143 873 509 Total revenues $ 58,749 $ 47,333 $ 32,344 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based compensation expense | The following table sets forth the allocation of our stock-based compensation expense. Years Ended December 31, (in thousands) 2021 2020 2019 Cost of revenue $ 109 $ 126 $ 76 Selling, general and administrative 48,782 3,313 5,036 Research and development 7,017 206 159 Total stock-based compensation $ 55,908 $ 3,645 $ 5,271 |
Schedule of stock option activity under our equity plans | A summary of stock option activity under our equity plans follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance, December 31, 2019 11,141,491 $ 4.00 6.91 $ 28,500,630 Granted 6,089,669 22.46 Exercised ( 6,209,331 ) 4.48 121,333,865 Forfeited ( 13,296 ) 3.28 Balance, December 31, 2020 11,008,533 13.94 8.38 105,341,482 Granted 335,896 19.32 Exercised ( 723,369 ) 3.31 23,188,428 Forfeited ( 32,050 ) Balance, December 31, 2021 10,589,010 $ 14.85 7.39 $ 22,473,835 Exercisable 4,463,758 $ 4.79 5.23 $ 21,436,151 Vested and expected to vest 10,589,010 $ 14.85 7.39 $ 22,473,835 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of operating lease costs | The following table sets forth the allocation of our operating lease costs. Years Ended December 31, (in thousands) 2021 2020 2019 Cost of revenue $ 1,917 $ 1,402 $ 358 Selling, general and administrative 303 1,683 2,334 Research and development 268 535 443 Total operating lease cost $ 2,488 $ 3,620 $ 3,135 |
Schedule of undiscounted future lease payments under operating leases | The following table reconciles the undiscounted future lease payments for operating leases to the operating lease liabilities at December 31, 2021. (in thousands) Undiscounted future operating lease cash flows for the periods ending December 31, 2022 $ 3,543 2023 3,545 2024 3,548 2025 3,550 2026 3,553 Thereafter 40,403 58,142 Less interest ( 32,112 ) Present value of lease liability $ 26,030 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of our income tax expense (benefit) | The significant components of our income tax expense (benefit) were as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Current tax expense (benefit) Federal $ - $ - $ ( 52 ) State - - - Total current expense (benefit) - - ( 52 ) Deferred tax expense (benefit) Federal ( 14,601 ) ( 2,134 ) - Federal valuation allowance 3,139 2,134 3,218 State ( 1,649 ) ( 463 ) - State valuation allowance ( 122 ) 463 919 Total deferred expense (benefit) ( 13,233 ) - 4,137 Total income tax expense (benefit) $ ( 13,233 ) $ - $ 4,085 |
Schedule of a reconciliation of income tax provision | A reconciliation of our actual income tax provision to one computed by applying the statutory federal income tax rate to the income before the provision for income taxes follows: Years Ended December 31, (in thousands) 2021 2020 2019 Federal income tax benefit at statutory federal rate $ ( 15,401 ) $ ( 1,859 ) $ ( 3,211 ) Permanent difference associated with gain on remeasurement of private warrants ( 5,831 ) ( 781 ) - State income tax benefit, net of federal taxes ( 1,307 ) ( 573 ) ( 725 ) Transaction costs associated with business combinations 475 ( 220 ) - Revisions to prior years’ estimates ( 1,744 ) 662 ( 1,003 ) Stock-based compensation 474 157 - Other permanent differences 11 17 18 Other - - 3 Officers' salary 162(m) limitation 7,291 - - Permanent difference associated with PPP loan forgiveness ( 373 ) - - Change in state rates 155 - - Valuation allowance 3,017 2,597 9,003 Total income tax expense (benefit) $ ( 13,233 ) $ - $ 4,085 |
Schedule of components of net deferred tax assets and liabilities | Components of our net deferred tax assets and liabilities were as follows: December 31, (in thousands) 2021 2020 Deferred income tax assets Net operating loss carryforwards $ 39,408 $ 16,614 Lease liability 5,953 6,921 Stock-based compensation 3,652 1,061 Inventory reserve 577 - Contribution carryforwards 34 89 Legal settlement accrual 286 637 Deferred revenue 49 625 Allowance for doubtful accounts 120 33 Tax credits 992 - Interest expense limitation 65 - Other 325 143 Total deferred income tax assets 51,461 26,123 Valuation allowance ( 25,179 ) ( 19,050 ) Total deferred income tax assets, net of valuation allowance 26,282 7,073 Deferred income tax liabilities Right-of-use assets ( 4,400 ) ( 4,938 ) Depreciation and amortization ( 22,896 ) ( 2,135 ) Total deferred income tax liabilities ( 27,296 ) ( 7,073 ) Net deferred income tax liabilities $ ( 1,014 ) $ - |
Schedule of deferred income tax assets valuation allowance | The following details the activity in the valuation allowance for 2021 and 2020: (in thousands) Beginning Balance Business Combinations Additions Amounts Utilized Ending Balance 2020 $ 16,453 $ - $ 2,597 $ - $ 19,050 2021 $ 19,050 $ 3,112 $ 3,017 $ - $ 25,179 |
Supplemental Cash Flows (Tables
Supplemental Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Supplemental cash flow information | Supplemental cash flow information is presented below. Years Ended December 31, (in thousands) 2021 2020 2019 Supplemental cash flow information Cash paid for interest, net of interest capitalized $ 512 $ 1,450 $ 1,964 Cash paid for operating leases 3,346 2,950 2,875 Cash paid for income taxes - 24 - Supplemental non-cash disclosure Changes in accounts payable and accrued liabilities related to purchase of property, plant and equipment 16,103 533 6,318 Forgiveness of NMTC leverage loan receivable - 14,334 20,478 Forgiveness of debt 1,776 20,000 26,069 Conversion of convertible debt to common stock - 11,723 - Transaction costs in accounts payable and accrued expenses - 1,288 - Accounts payable settled directly by landlord - 1,082 - Net assets acquired from Live Oak in Business Combination - 524 - Private warrants liability assumed from Live Oak in Business Combination - 86,580 - |
Reconciliation of cash and cash equivalents and restricted cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash. December 31, (in thousands) 2021 2020 2019 Cash and cash equivalents $ 286,487 $ 377,581 $ 6,261 Restricted cash 481 2,316 3,017 Total cash and cash equivalents and restricted cash $ 286,968 $ 379,897 $ 9,278 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Description of Business and Basis of Presentation (Details) [Line Items] | ||||
Net loss and comprehensive (loss) income | $ 0 | $ 0 | $ 0 | |
Paycheck Protection Program [Member] | ||||
Description of Business and Basis of Presentation (Details) [Line Items] | ||||
Loan amount | $ 1,800 |
Significant Accounting Polici_4
Significant Accounting Policies (Additional Information) (Details) - USD ($) | Dec. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Significant Accounting Policies (Details) [Line Items] | ||||
Federal Deposit Insurance Corporation deposit | $ 250,000 | |||
Restricted cash | $ 1,800 | |||
Long-term restricted cash | 400,000 | 500,000 | ||
Interest expense | 500,000 | 1,000,000 | $ 1,300,000 | |
Reverse Acquisition Exchange Rate | 9.158 | |||
Accounts Receivable [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Allowances for credit losses | 500,000 | 100,000 | ||
Trade accounts receivable | $ 16,800,000 | $ 6,300,000 | ||
Revenue [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Percentage of total revenues | 35.00% | 58.00% | 65.00% | |
Revenue [Member] | Research and development [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Reduced revenue | $ 1,000,000 | |||
Minimum [Member] | Accounts Receivable [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Accounts receivable payment term | 30 days | |||
Maximum [Member] | Accounts Receivable [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Accounts receivable payment term | 60 days | |||
Customer [Member] | Revenue [Member] | Research and development [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Percentage of total revenues | 10.00% |
Fair Value Considerations - Sch
Fair Value Considerations - Schedule of ranges of values used and fair value determined (Details) - $ / shares | Mar. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share prices of our common stock | $ 0.0001 | ||||
Risk-free rate of return | 1.51% | ||||
Expected option term (years) | 9 years 9 months 18 days | ||||
Black-Scholes [Member] | Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share prices of our common stock | $ 8.52 | ||||
Expected Volatility Rate, Minimum | 41.45% | 38.00% | 37.20% | ||
Expected Volatility Rate, Maximum | 48.60% | 43.40% | 38.10% | ||
Expected volatility | 48.60% | ||||
Risk Free Interest Rate Minimum | 0.88% | 0.23% | 1.53% | ||
Risk Free Interest Rate, Maximum | 1.30% | 0.88% | 2.37% | ||
Risk-free rate of return | 1.30% | ||||
Expected option term (years) | 5 years 6 months 29 days | ||||
Calculated option values, Minimum | $ 1.67 | $ 2.58 | $ 2.61 | ||
Calculated option values, Maximum | 18.52 | 9.59 | $ 2.61 | ||
Black-Scholes [Member] | Stock Options [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share prices of our common stock | $ 8.52 | $ 9.65 | |||
Expected option term (years) | 5 years 6 months 29 days | 5 years 6 months | 4 years 6 months | ||
Black-Scholes [Member] | Stock Options [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share prices of our common stock | $ 45.41 | $ 24.65 | |||
Expected option term (years) | 6 years | 6 years 6 months | 6 years | ||
Black-Scholes [Member] | Stock Options [Member] | Danimer Black Sholes | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Calculated option values, Minimum | $ 5.25 | ||||
Calculated option values, Maximum | 6.68 | ||||
Black-Scholes [Member] | Warrant [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share prices of our common stock | $ 8.52 | $ 23.51 | |||
Expected Volatility Rate, Minimum | 40.00% | ||||
Expected Volatility Rate, Maximum | 47.62% | ||||
Expected volatility | 47.62% | 40.00% | |||
Risk Free Interest Rate Minimum | 0.75% | ||||
Risk Free Interest Rate, Maximum | 1.11% | ||||
Risk-free rate of return | 1.11% | 0.36% | |||
Expected option term (years) | 3 years 11 months 26 days | 4 years 11 months 26 days | |||
Fair value determined per warrant | $ 2.45 | $ 13.81 | |||
Black-Scholes [Member] | Warrant [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share prices of our common stock | $ 8.20 | ||||
Expected option term (years) | 3 years 11 months 26 days | ||||
Fair value determined per warrant | $ 2.45 | ||||
Black-Scholes [Member] | Warrant [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share prices of our common stock | $ 64.29 | ||||
Expected option term (years) | 4 years 8 months 26 days | ||||
Fair value determined per warrant | $ 15.14 |
Fair Value Considerations (Addi
Fair Value Considerations (Additional Information) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance based vested price | $ 8.40 | $ 8.91 | $ 2.13 |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value of stock granted | 36.57 | ||
Performance based vested price | 8.52 | ||
Remaining stock, closing price | $ 37.09 |
Fair Value Considerations - Sum
Fair Value Considerations - Summary of Restricted Shares (Details) | Mar. 10, 2021$ / shares |
Share-based Payment Arrangement [Abstract] | |
Fair value at grant date | $ 36.57 |
Dividend yield | 0.00% |
Risk-free rate | 1.51% |
Expected term (in years) | 9 years 9 months 18 days |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 11, 2021 | Dec. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 15, 2021 |
Business Combination (Details) [Line Items] | ||||||
Common stock, shares issued (in Shares) | 100,687,820 | 84,535,640 | ||||
Aggregate value | $ 397,300 | |||||
Warrants of purchase shares (in Shares) | 6,315,924 | |||||
Business acquisition, description | On December 29, 2020, the fair value of the 6,000,000 Earnout Shares was $140.9 million. We reflected the Earnout Shares at December 31, 2020 as a stock dividend by reducing additional paid-in capital, which was offset by the increase in additional paid-in capital associated with the Business Combination. | The Legacy Danimer shareholders are entitled to receive up to an additional 6,000,000 shares of our common stock (“Earnout Shares”) if the volume-weighted average price (“VWAP”) of our shares equals or exceeds the following prices for any 20 trading days within any 30 trading-day period (“Trading Period”) beginning on June 29, 2021: | ||||
Earnout Shares issued | 2,499,993 | |||||
Additional Earnout Shares Entitled | 6,000,000 | |||||
Additional Earnout Shares Fair Value | $ 140,900 | |||||
Net loss | $ (60,107) | $ (8,853) | $ (19,514) | |||
Transaction costs | 2,600 | |||||
Minimum [Member] | ||||||
Business Combination (Details) [Line Items] | ||||||
VWAP Target Price Threshold Days | 20 days | |||||
Maximum [Member] | ||||||
Business Combination (Details) [Line Items] | ||||||
VWAP Target Price Threshold Days | 30 days | |||||
Private Placement Shares [Member] | ||||||
Business Combination (Details) [Line Items] | ||||||
Common stock, shares issued (in Shares) | 21,000,000 | |||||
Price per share (in Dollars per share) | $ 10 | |||||
Aggregate purchase price | $ 210,000 | |||||
Class A common stock [Member] | ||||||
Business Combination (Details) [Line Items] | ||||||
Price per share (in Dollars per share) | $ 10 | |||||
Share of common stock (in Shares) | 39,726,570 | |||||
Business Combination [Member] | ||||||
Business Combination (Details) [Line Items] | ||||||
Related to equity issuance | $ 22,800 | |||||
Related to business combination | 4,300 | |||||
Transaction costs | 6,700 | |||||
Transaction costs | 381,400 | |||||
Novomer Inc Member | ||||||
Business Combination (Details) [Line Items] | ||||||
Aggregate purchase price | $ 153,900 | |||||
Net loss | $ 4,400 | $ 9,100 |
Business Combination - Earnout
Business Combination - Earnout Shares (Details) | Jun. 29, 2021$ / sharesshares |
December 31, 2023 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares | shares | 2,500,000 |
VWAP Target | $ / shares | $ 15 |
December 31, 2025 First [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares | shares | 2,500,000 |
VWAP Target | $ / shares | $ 20 |
December 31, 2025 Second [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares | shares | 1,000,000 |
VWAP Target | $ / shares | $ 25 |
Business Combination - Schedule
Business Combination - Schedule of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Business Combination (Details) [Line Items] | |||
Cash and restricted cash | $ 2,741 | $ 2,741 | |
Property, plant and equipment | 18,622 | 15,591 | |
Other assets acquired | 2,302 | 2,285 | |
Right of use asset | 2,715 | 2,000 | |
Acquired technology | 84,400 | 85,400 | |
Goodwill | 62,649 | 66,581 | $ 0 |
Deferred tax liability | (14,246) | (16,159) | |
Lease liability | (2,759) | (2,000) | |
Liabilities assumed | (2,004) | (2,019) | |
Contingent purchase price payable | (500) | (500) | |
Total preliminary purchase price | 153,920 | $ 153,920 | |
Cash and restricted cash adjustments | |||
Property, plant and equipment adjustments | 3,031 | ||
Other assets acquired adjustments | 17 | ||
Right-of-use asset adjustments | 715 | ||
Acquired technology adjustments | (1,000) | ||
Goodwill adjustments | (3,932) | ||
Deferred tax liability adjustments | 1,913 | ||
Lease liability adjustments | (759) | ||
Liabilities assumed adjustments | 15 | ||
Contingent purchase price payable adjustments | |||
Total preliminary purchase price adjustments |
Business Combination - Summary
Business Combination - Summary of Proforma Adjustments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenue | $ 58,783 | $ 47,362 |
Loss from operations | $ (101,986) | $ (28,751) |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventory - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of inventory [Abstract] | ||
Raw materials | $ 11,555 | $ 6,825 |
Work-in-progress | 928 | 133 |
Finished goods and related items | 12,090 | 6,684 |
Total inventories, net | $ 24,573 | $ 13,642 |
Inventories, net (Additional In
Inventories, net (Additional Information) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of inventory [Abstract] | ||
Finished Neat PHA Included in Finished Goods | $ 5.6 | $ 3 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property, plant, and equipment includes capitalized interest | $ 5.7 | $ 5.1 |
Property, Plant and Equipment interest costs | $ 0.6 | $ 3.7 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net (Details) - Schedule of Property, plant, and equipment, net - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 345,363 | $ 126,426 |
Accumulated depreciation and amortization | (29,182) | (19,631) |
Property, plant and equipment, net | $ 316,181 | 106,795 |
Land and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 20 years | |
Property and equipment, gross | $ 92 | 92 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 27,845 | 20,932 |
Estimated Useful Life | Shorter of useful life or lease term | |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,156 | 2,089 |
Buildings [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 15 years | |
Buildings [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 40 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 97,923 | 64,164 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 20 years | |
Motor vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 912 | 693 |
Motor vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Motor vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 420 | 221 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,368 | 2,089 |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Construction-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 212,647 | $ 36,146 |
Property, Plant and Equipment_5
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | |||
Depreciation and amortization expense | $ 11,674 | $ 4,609 | $ 3,507 |
Cost of revenue [Member] | |||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | |||
Depreciation and amortization expense | 8,041 | 3,646 | 2,433 |
Selling, general, and administrative [Member] | |||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | |||
Depreciation and amortization expense | 597 | 308 | 459 |
Research & development [Member] | |||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | |||
Depreciation and amortization expense | $ 3,036 | $ 655 | $ 615 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 19 years 9 months 18 days | ||
Amortization expense | $ 2.1 | $ 0.5 | $ 0.5 |
Patents [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 13 years | ||
Patents [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 16 years | ||
Novomer Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 20 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of intangible assets net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets, gross | $ 93,244 | $ 8,297 |
Capitalized patent costs not yet subject to amortization | 869 | 469 |
Intangible assets subject to amortization, gross | 92,375 | 7,828 |
Accumulated amortization | (8,585) | (6,496) |
Intangible assets subject to amortization, net | 83,790 | 1,332 |
Total intangible assets, net | $ 84,659 | $ 1,801 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Summary of estimated amortization expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2022 | $ 4,728 |
2023 | 4,564 |
2024 | 4,229 |
2025 | 4,229 |
2026 | 4,229 |
Thereafter | 61,811 |
Total | $ 83,790 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning Balance | $ 0 |
Acquisition of Novomer | 62,649 |
Goodwill, Ending Balance | $ 62,649 |
New Markets Tax Credit Transa_2
New Markets Tax Credit Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Offsetting Assets [Line Items] | |||
Net of leverage loans receivable | $ 7,600 | ||
Gain on loan extinguishment | (2,604) | $ 0 | $ 0 |
Aggregate loaned amount | $ 260,934 | 31,386 | |
NMTC Arrangements [Member] | |||
Offsetting Assets [Line Items] | |||
Percentage of income tax | 39.00% | ||
Gain on loan extinguishment | $ 5,300 | $ 5,600 |
New Market Tax Credit Transac_2
New Market Tax Credit Transactions - Outstanding leverage loan (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
7/23/2012 [Member] | NMTC Arrangements [Member] | |
Offsetting Assets [Line Items] | |
Amount Borrowed | $ 27,000 |
Interest Rate | 1.33% |
Recapture Period End | Jul. 31, 2019 |
Loan Maturity Date | Jul. 22, 2042 |
Date Extinguished | Jul. 31, 2019 |
7/23/2012 [Member] | leverage Loans [Member] | |
Offsetting Assets [Line Items] | |
Amount Lent | $ 20,478 |
Interest Rate | 1.00% |
Recapture Period End | Jul. 23, 2019 |
Loan Maturity Date | Jul. 22, 2042 |
Date Extinguished | Jul. 31, 2019 |
7/30/2013 [Member] | NMTC Arrangements [Member] | |
Offsetting Assets [Line Items] | |
Amount Borrowed | $ 20,000 |
Interest Rate | 1.31% |
Recapture Period End | Oct. 2, 2020 |
Loan Maturity Date | Sep. 30, 2037 |
Date Extinguished | Oct. 2, 2020 |
7/30/2013 [Member] | leverage Loans [Member] | |
Offsetting Assets [Line Items] | |
Amount Lent | $ 14,334 |
Interest Rate | 1.00% |
Recapture Period End | Sep. 3, 2020 |
Loan Maturity Date | Sep. 30, 2037 |
Date Extinguished | Oct. 2, 2020 |
4/25/2019 [Member] | NMTC Arrangements [Member] | |
Offsetting Assets [Line Items] | |
Amount Borrowed | $ 9,000 |
Interest Rate | 1.96% |
Recapture Period End | Apr. 30, 2026 |
Loan Maturity Date | Sep. 30, 2048 |
4/25/2019 [Member] | leverage Loans [Member] | |
Offsetting Assets [Line Items] | |
Amount Lent | $ 6,262 |
Interest Rate | 2.00% |
Recapture Period End | Apr. 25, 2026 |
Loan Maturity Date | Sep. 30, 2048 |
11/7/2019 [Member] | NMTC Arrangements [Member] | |
Offsetting Assets [Line Items] | |
Amount Borrowed | $ 12,000 |
Interest Rate | 1.06% |
Recapture Period End | Nov. 30, 2026 |
Loan Maturity Date | Nov. 7, 2039 |
11/7/2019 [Member] | leverage Loans [Member] | |
Offsetting Assets [Line Items] | |
Amount Lent | $ 7,146 |
Interest Rate | 1.08% |
Recapture Period End | Nov. 7, 2026 |
Loan Maturity Date | Nov. 7, 2039 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued liabilities [Abstract] | ||
Construction in progress expenditures | $ 8,896 | $ 531 |
Compensation and related expenses | 4,572 | 5,395 |
Accrued loss on supply contract | 1,423 | 0 |
Legal settlement | 1,250 | 1,250 |
Transaction costs and other legal fees | 850 | 1,293 |
Other | 1,786 | 751 |
Total accrued liabilities | $ 18,777 | $ 9,220 |
Private Warrants - Schedule of
Private Warrants - Schedule of private warrant liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Balance | $ 82,860 | ||
Gain on remeasurement of private warrants | (27,767) | $ (3,720) | $ 0 |
Balance | 9,578 | 82,860 | |
Private Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Balance | (82,860) | 0 | |
Initial valuation | 86,580 | ||
Gain on remeasurement of private warrants | 27,767 | 3,720 | |
Fair value of Private Warrants sold | 45,515 | ||
Balance | $ (9,578) | $ (82,860) | $ 0 |
Private Warrants (Additional In
Private Warrants (Additional Information) (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2020 |
Class of Warrant or Right [Line Items] | |||
Outstanding warrants to purchase shares | shares | 3,914,525 | 6,000,000 | 16,000,000 |
Warrant price per share | $ 11.50 | $ 11.50 |
Debt (Details)
Debt (Details) | Dec. 21, 2021USD ($)$ / sharesshares | Dec. 16, 2021USD ($)$ / shares | Dec. 15, 2021USD ($) | Apr. 29, 2021USD ($) | Mar. 18, 2021USD ($) | Apr. 30, 2020USD ($) | Mar. 31, 2019USD ($) | Jul. 31, 2020 | Mar. 31, 2019USD ($) | Mar. 31, 2021 | Dec. 31, 2021USD ($)NotesNumbers$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2021 | Jan. 29, 2021USD ($) | Dec. 29, 2020USD ($) |
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Line Of Credit Availability | $ 4,000,000 | |||||||||||||||
Gain on loan extinguishment | $ (2,604,000) | $ 0 | $ 0 | |||||||||||||
Permanent difference associated with PPP loan forgiveness | 373,000 | 0 | 0 | |||||||||||||
Cash and cash equivalents | $ 286,487,000 | 377,581,000 | $ 6,261,000 | |||||||||||||
Initial Amount, Line Of Credit | 11,800,000 | |||||||||||||||
Purchase of capped call options | $ 35,000,000 | |||||||||||||||
Line Of Credit, Capital Expenditure | 1,000,000 | |||||||||||||||
Capped Calls [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Capped Calls, Strike Price | $ / shares | $ 10.79 | |||||||||||||||
Purchase of capped call options | $ 35,000,000 | |||||||||||||||
Capped Calls Expire Date | Apr. 12, 2027 | |||||||||||||||
Common Stock [Member] | Capped Calls [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Capped Calls, Strike Price | $ / shares | $ 16.92 | |||||||||||||||
Truist bank [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Maturity date | Apr. 29, 2026 | |||||||||||||||
LIBOR Market Index Rate [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Interest rate | 0.10% | |||||||||||||||
2019 Subordinated Term Loan [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Subordinated term loan | 5,000,000 | $ 10,000,000 | $ 10,000,000 | |||||||||||||
Repayment | 4,500,000 | |||||||||||||||
Interest rate basis | The base interest rate is the “Prime Rate” as quoted by the Wall Street Journal (adjusted each calendar quarter; 3.25% at December 31, 2020) plus 2.75%. We have the option to pay up to two percent (2%) in any interest payable in any fiscal quarter by adding such interest payment to the principal balance of the related note (“PIK Interest”). | |||||||||||||||
Additional principal amount | $ 200,000 | |||||||||||||||
Option to pay interest payable | 2.00% | |||||||||||||||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 3.25% | |||||||||||||||
Maturity date | Feb. 13, 2024 | |||||||||||||||
2019 Subordinated Term Loan [Member] | Prime Rate [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | 2.75% | ||||||||||||||
2019 Term Loan [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Maturity date | Oct. 13, 2023 | Oct. 13, 2023 | ||||||||||||||
Aggregate principal amount | $ 30,000,000 | $ 30,000,000 | ||||||||||||||
Principle payment | $ 375,000 | |||||||||||||||
Interest rate formula, description | the applicable margin in the interest rate formula (formerly calculated as the greater of (a) 2.25% or (b) three month LIBOR, plus 4.5%) changed from 4.5% to a five-level tiered amount ranging from 4.5% if the consolidated senior leverage ratio, as defined in the 2019 Term Loan, was less than 1.5, to as high as 6.35% if the consolidated senior leverage ratio was greater than 2.25. When the amendment was executed, the applicable margin was 6.35%. | |||||||||||||||
Prepaid total amount | $ 27,700,000 | |||||||||||||||
Outstanding principal amount | 27,000,000 | |||||||||||||||
Prepayment fee | 500,000 | |||||||||||||||
Accrued unpaid interest | $ 200,000 | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||||||||||
Gain on loan extinguishment | $ 2,600,000 | |||||||||||||||
Paycheck Protection Program loan [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 1,800,000 | |||||||||||||||
Interest rate | 1.00% | |||||||||||||||
Escrow deposit | $ 1,800,000 | |||||||||||||||
Permanent difference associated with PPP loan forgiveness | 1,800,000 | |||||||||||||||
Gain on Debt Instrument | $ 1,800,000 | |||||||||||||||
Debt instrument, term | 2 years | |||||||||||||||
Vehicle and Equipment Notes [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Number of notes | Notes | 17 | |||||||||||||||
Mortgage Notes [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Debt instrument maturity date, description | These notes bear interest at 6.5% and 5.99% with maturity dates in March 2022 and October 2023. | |||||||||||||||
Number of notes | Notes | 2 | |||||||||||||||
Revolving Loans [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||||||||
Revolving Loans [Member] | LIBOR Market Index Rate [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||||||||||
Revolving Loans [Member] | Base Rate [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||||||||||
Equipment Loans [Member] | LIBOR Market Index Rate [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||||||||||||
Equipment Loans [Member] | Base Rate [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||||||||||
LIMR Loan [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||||||||||
3.25% Convertible Senior Notes [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Interest rate | 3.25% | |||||||||||||||
Note payable outstanding amount | $ 100,000,000 | |||||||||||||||
Convertible Senior Notes Issued | $ 240,000,000 | |||||||||||||||
Maturity date | Dec. 15, 2026 | |||||||||||||||
Convertible Senior Notes Due Year | 2026 | |||||||||||||||
Conversion of shares | shares | 92.7085 | |||||||||||||||
Common stock converted into notes | $ 1,000 | |||||||||||||||
Common stock price per share | $ / shares | $ 10.79 | |||||||||||||||
Convertible, Threshold Trading Day | Numbers | 20 | |||||||||||||||
Convertible, Threshold Consecutive Trading Days | Numbers | 30 | |||||||||||||||
Minimum [Member] | Capped Calls [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Common stock price per share | $ / shares | 10.79 | $ 16.92 | ||||||||||||||
Minimum [Member] | 2019 Subordinated Term Loan [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Cash and cash equivalents | 10,000,000 | $ 10,000,000 | ||||||||||||||
Minimum [Member] | 2019 Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.50% | |||||||||||||||
Minimum [Member] | Vehicle and Equipment Notes [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Interest rate | 5.11% | |||||||||||||||
Minimum [Member] | Mortgage Notes [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Interest rate | 5.99% | |||||||||||||||
Maximum [Member] | Capped Calls [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Common stock price per share | $ / shares | $ 16.92 | |||||||||||||||
Maximum [Member] | 2019 Subordinated Term Loan [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Prepayment of Subordinated Term Loan | $ 4,500,000 | |||||||||||||||
Maximum [Member] | 2019 Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.35% | |||||||||||||||
Maximum [Member] | Vehicle and Equipment Notes [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Interest rate | 8.49% | |||||||||||||||
Maximum [Member] | Mortgage Notes [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Interest rate | 6.50% | |||||||||||||||
Term Loan Two [Member] | Mortgage Notes [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Maturity date | Oct. 31, 2023 | |||||||||||||||
Term Loan One [Member] | Mortgage Notes [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Maturity date | Mar. 31, 2022 | |||||||||||||||
Asset Backed Lending Arrangement [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Interest rate basis | a base rate (as defined in the Credit Agreement) plus an applicable margin of 1.50% for revolving loans and 1.75% for equipment loans, or a LIBOR market index rate (“LMIR”) (as defined in the Credit Agreement) plus an applicable margin of 2.50% for revolving loans and 2.75% for equipment loans. If we maintain a trailing twelve month consolidated fixed charge coverage ratio (as defined in the Credit Agreement) of 1.1:1.0 or better and no event of default exists, then the applicable margins for base rate revolving loans and LMIR rate loans are 1.00% and 2.00%, respectively. | |||||||||||||||
Total Availability of Borrowings Outstanding | $ 7,300,000 | |||||||||||||||
Borrowing Outstanding, Amount | $ 0 | |||||||||||||||
Asset Backed Lending Arrangement [Member] | Truist bank [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Line of credit facility maximum borrowing capacity | $ 20,000,000 | |||||||||||||||
Capital Expenditure line [Member] | Truist bank [Member] | ||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||
Line of credit facility maximum borrowing capacity | $ 1,000,000 |
Debt (Details) - Schedule of lo
Debt (Details) - Schedule of long-term debt - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | $ 271,854 | $ 60,542 |
Less: Total unamortized debt issuance costs | (10,563) | (3,955) |
Less: Current maturities of long-term debt | (357) | (25,201) |
Total long-term debt | 260,934 | 31,386 |
Convertible Senior Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 240,000 | 0 |
NMTC Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 21,000 | 21,000 |
Subordinated Term Loan [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 10,205 | 10,171 |
Vehicle and Equipment Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 407 | 329 |
Mortgage Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 242 | 266 |
2019 Term Loan [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 0 | 27,000 |
Paycheck Protection Program loan [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 0 | 1,776 |
Asset-based Lending Arrangement [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | $ 0 | $ 0 |
Debt (Details) Paranthetical- S
Debt (Details) Paranthetical- Schedule of long-term debt | Dec. 31, 2021 |
Convertible Senior Notes [Member] | |
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | |
Interest rate | 3.25% |
(Details) - Schedule of future
(Details) - Schedule of future maturities of long-term debt - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of future maturities of long-term debt [Abstract] | ||
2022 | $ 357 | |
2023 | 108 | |
2024 | 10,275 | |
2025 | 42 | |
2026 | 240,043 | |
Thereafter | 21,029 | |
Total future maturities | $ 271,854 | $ 60,542 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | Dec. 16, 2021USD ($) | Dec. 29, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2016shares | Dec. 30, 2020$ / sharesshares | Dec. 31, 2019USD ($)shares |
Stockholders' Equity (Details) [Line Items] | |||||||
Price per share | $ / shares | $ 0.0001 | ||||||
Shares exchanged (in Shares) | 1,686,507 | ||||||
Common stock, shares outstanding (in Shares) | 100,687,820 | 84,535,640 | 25,371,186 | ||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |||||
Preferred stock, authorized (in Shares) | 10,000,000 | ||||||
Preferred share, par value | $ / shares | $ 0.0001 | ||||||
Outstanding warrants (in Shares) | 3,914,525 | 6,000,000 | 16,000,000 | ||||
Purchase of capped call options | $ | $ 35,000 | ||||||
Warrant price per share | $ / shares | $ 11.50 | $ 11.50 | |||||
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares | $ 3.31 | $ 4.48 | |||||
Number of Shares, Exercised | (723,369) | (6,209,331) | |||||
Nonrecourse notes receivable | $ | $ 28,800 | $ 27,700 | |||||
Dividend paid | $ | $ 0 | ||||||
Maximum | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Shares exchange ratio | 0.09158 | ||||||
Nonrecourse notes interest rate | 2.72% | ||||||
Minimum | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Shares exchange ratio | 0.010 | ||||||
Nonrecourse notes interest rate | 1.18% | ||||||
Legacy Danimer options | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Common stock, shares outstanding (in Shares) | 671,124 | ||||||
Options Issued | 208,183 | ||||||
Weighted Average Exercise Price of per share (in Dollars per share) | $ / shares | $ 30 | ||||||
Exercisable and remained outstanding ( in shares) | 30,493 | ||||||
Conversion of stock shares converted | 279,253 | ||||||
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares | $ 3.28 | ||||||
Number of Shares, Exercised | (153,763) | ||||||
Shares surrendered | 1,188,930 | ||||||
Legacy Danimer warrants | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Outstanding warrants (in Shares) | 55,319 | ||||||
Warrant price per share | $ / shares | $ 30 | ||||||
Conversion of stock shares converted | 506,611 | ||||||
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares | $ 3.28 | ||||||
Conversion of Stock, Shares Issued | 435,961 | ||||||
Public Warrants | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Outstanding warrants (in Shares) | 10,000,000 | ||||||
Warrant price per share | $ / shares | $ 11.50 | ||||||
Redeemable outstanding warrants price | $ / shares | $ 0.01 | ||||||
Warrants And Rights Exercised | 12,033,169 | ||||||
Warrants And Rights Redeemed | 50,965 | ||||||
Exercise of warrants | $ | $ 138,200 | ||||||
Class A common stock [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Converted share (in Shares) | 21,000,000 | ||||||
Price per share | $ / shares | $ 10 | ||||||
Conversion of Stock, Shares Issued | 39,726,570 |
Equity - Summary of the common
Equity - Summary of the common stock activity (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Balance, beginning of period | 84,535,640 | 25,371,186 |
Stock Issued During Period, Shares, New Issues | 16,152,180 | 59,164,454 |
Balance, end of period | 100,687,820 | 84,535,640 |
Equity - Schedule of Antidiluti
Equity - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 39,408,796 | 27,794,856 | 7,092,014 |
Convertible Debt | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 22,250,040 | 0 | 1,261,862 |
Employee Stock Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,589,010 | 11,008,993 | 4,344,326 |
Public Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 10,000,000 | 0 |
Private Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,914,525 | 6,000,000 | 0 |
Restricted Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,529,732 | 0 | 0 |
Legacy Danimer options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 125,489 | 279,252 | 279,252 |
Legacy Danimer warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 506,611 | 1,206,574 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 58,749 | $ 47,333 | $ 32,344 |
Fulfillment costs to cost of revenue | 800 | 200 | |
Contract assets recorded related to fulfillment costs | $ 2,500 | $ 1,500 | |
Accounts Receivable [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Accounts receivable, Percentage | 73.00% | 80.00% | |
Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of total revenues | 35.00% | 58.00% | 65.00% |
Revenue [Member] | Customer Two [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of total revenues | 10.00% | ||
Bill and Hold [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 1,000 |
Revenue (Details) - Changes in
Revenue (Details) - Changes in the R&D contract Asset and Liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Beginning balance, Contract Liabilities | $ (2,455) | |
Ending balance, Contract Liabilities | (214) | $ (2,455) |
Research and Development Project [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Beginning balance, Contract Asset | 0 | |
Revenue recognized | 2,128 | |
Unearned consideration received | 0 | |
Ending balance, Contract Assets | 2,128 | 0 |
Beginning balance, Contract Liabilities | (2,115) | (4,240) |
Revenue recognized | 4,157 | 4,712 |
Unearned consideration received | (2,256) | (2,587) |
Ending balance, Contract Liabilities | $ (214) | $ (2,115) |
Revenue (Details) - Summary of
Revenue (Details) - Summary of Revenue Information by Major Geographic Area - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenues | $ 58,749 | $ 47,333 | $ 32,344 |
Domestic | |||
Total revenues | 43,264 | 24,964 | 16,987 |
GERMANY | |||
Total revenues | 6,618 | 12,157 | 6,696 |
BELGIUM | |||
Total revenues | 5,119 | 4,916 | 4,152 |
SWITZERLAND | |||
Total revenues | 2,605 | 4,423 | 4,000 |
All Other Countries | |||
Total revenues | $ 1,143 | $ 873 | $ 509 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 23, 2021 | Mar. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 16, 2022 | Aug. 11, 2021 | Dec. 30, 2020 |
Stock-Based Compensation (Details) [Line Items] | ||||||||
Number of Shares, Granted | 335,896 | 6,089,669 | ||||||
Weighted average grant-date fair value of options granted (in Dollars per share) | $ 8.40 | $ 8.91 | $ 2.13 | |||||
Restricted stock shares | 1,517,836 | |||||||
Additional restricted stock shares granted | 1,517,840 | |||||||
Common stock equals or exceeds (in Dollars per share) | $ 0.0001 | |||||||
Unrecognized compensation cost related to nonvested stock options grant (in Dollars) | $ 113.7 | |||||||
Weighted-average over period | 2 years | |||||||
First anniversary [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Common stock equals or exceeds (in Dollars per share) | $ 24.20 | |||||||
Second anniversary [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Common stock equals or exceeds (in Dollars per share) | 24.20 | |||||||
Third anniversary [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Common stock equals or exceeds (in Dollars per share) | $ 24.20 | |||||||
Novomer Legacy Stock Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Share-based compensation, authorized shares | 289,951 | |||||||
2020 Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Share-based compensation, authorized shares | 213,997 | |||||||
2020 ESPP [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Share-based compensation, authorized shares | 2,566,724 | |||||||
Share-based compensation, Issued shares | 5,013 | |||||||
Performance Shares [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Long term liability | $ 0.1 | |||||||
Performance Shares [Member] | ROE [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Vesting description | 30% of the shares are subject to a return on equity "ROE" metric based on 2023 financial results, with 50% to 100% of these shares vesting proportionately to achieved ROE of 5% to 9% | |||||||
Performance Shares [Member] | ROE [Member] | Maximum [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Vesting percentage | 9.00% | |||||||
Performance Shares [Member] | ROE [Member] | Minimum [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Vesting percentage | 5.00% | |||||||
Performance Shares [Member] | EBITDA Metric [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Vesting description | 30% of the shares are subject to an EBITDA Metric based on 2023 financial results, with 50% to 100% of these shares vesting proportionately to achieved EBITDA of $45 million to $65 million | |||||||
Performance Shares [Member] | EBITDA Metric [Member] | Maximum [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | $ 65 | |||||||
Performance Shares [Member] | EBITDA Metric [Member] | Minimum [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | $ 45 | |||||||
Performance Shares [Member] | PHA Production Capacity Metric [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Vesting description | 40% of the shares are subject to a Neat PHA production capacity metric based on a third party assessment at December 31, 2023, with 50% to 100% of the shares vesting proportionately to achieved capacity of 75 million pounds to 90 million pounds. | |||||||
Cash Settled Options [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Number of Shares, Granted | 1,466,874 | |||||||
Employee Stock Option [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Long term liability | $ 0.5 | |||||||
Restricted Shares | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Shares remained outstanding | 1,011,892 | |||||||
Weighted average grant-date fair value of options granted (in Dollars per share) | $ 8.52 | |||||||
Restrictions shares vested | 505,944 | |||||||
Restricted Shares | 2020 Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Stock-based compensation expense | $ 18.8 | |||||||
Market Based Restricted Shares | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Stock-based compensation expense | 18.7 | |||||||
Selling, general and administrative [Member] | Performance Shares [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Stock-based compensation expense | 0.1 | |||||||
Selling, general and administrative [Member] | Employee Stock Option [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Stock-based compensation expense | $ 0.5 | |||||||
Legacy Danimer [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Share-based compensation, authorized shares | 2,895,411 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | $ 55,908 | $ 3,645 | $ 5,271 |
Cost of revenue [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | 109 | 126 | 76 |
Selling, general and administrative [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | 48,782 | 3,313 | 5,036 |
Research & development [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | $ 7,017 | $ 206 | $ 159 |
Stock-based Compensation (Det_2
Stock-based Compensation (Details) - Schedule of stock option activity under our equity plans - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation (Details) - Schedule of stock option activity under our equity plans [Line Items] | |||
Number of options, Beginning | 11,008,533 | 11,141,491 | |
Weighted Average Exercise Price, Beginning (in Dollars per share) | $ 13.94 | $ 4 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 10 months 28 days | ||
Weighted Average Remaining Contractual Term (Years) Exercisable | 5 years 2 months 23 days | ||
Aggregate Intrinsic Value, Beginning (in Dollars) | $ 105,341,482 | $ 28,500,630 | |
Weighted Average Remaining Contractual Term (Years), Restated Balance | 7 years 4 months 20 days | 8 years 4 months 17 days | |
Number of Shares, Granted | 335,896 | 6,089,669 | |
Weighted Average Exercise Price, Granted (in Dollars per share) | $ 19.32 | $ 22.46 | |
Number of Shares, Exercised | (723,369) | (6,209,331) | |
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ 3.31 | $ 4.48 | |
Number of Shares, Forfeited | (32,050) | (13,296) | |
Aggregate Intrinsic Value, Exercised (in Dollars) | $ 23,188,428 | ||
Weighted Average Exercise Price, Forfeited (in Dollars per share) | $ 3.28 | ||
Number of options, Ending | 10,589,010 | 11,008,533 | 11,141,491 |
Weighted Average Exercise Price, Ending (in Dollars per share) | $ 14.85 | $ 13.94 | $ 4 |
Weighted Average Remaining Contractual Term (Years), Beginning Balance | 6 years 10 months 28 days | ||
Aggregate Intrinsic Value, Ending (in Dollars) | $ 22,473,835 | $ 105,341,482 | $ 28,500,630 |
December 31, 2021: | |||
Number of Shares, Exercisable | 4,463,758 | ||
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ 4.79 | ||
Aggregate Intrinsic Value, Exercisable (in Dollars) | $ 21,436,151 | ||
Number of Shares, Vested and expected to vest | 10,589,010 | ||
Weighted Average Exercise Price, Vested and expected to vest (in Dollars per share) | $ 14.85 | ||
Weighted Average Remaining Contractual Term (Years), Vested and expected to vest | 7 years 4 months 20 days | ||
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars) | $ 22,473,835 |
Leases Additional Information (
Leases Additional Information (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2018 | Dec. 31, 2020 |
Disclosure Text Block [Abstract] | |||||
Operating lease purchase price | $ 23,000 | ||||
Sale of lease back transaction | $ 30,000 | ||||
Lease initial term | 6 years | 20 years | |||
Operating lease renewal term | 5 years | 17 years | 20 years | ||
Operating lease description | The rent is subject to an adjustment of the lesser of (i) 2.0% or (ii) 1.25 times the change in the Consumer Price Index on January 1, 2020, and annually on every January 1st thereafter during the lease term, including any extension terms. The renewal terms have not been recognized as part of the right-of-use asset and lease liability since we have not determined that their exercise is reasonably certain. We used our estimated 2018 incremental borrowing rate of 12.89% when determining the discount rate for the lease | ||||
Leasehold improvements | $ 7,300 | ||||
Renewal term, operation lease | 5 years | 17 years | 20 years | ||
Remaining Lease Term | 6 years | 20 years | |||
Weighted Average Remaining Lease Term | 16 years 6 months | 18 years | |||
Rent, Increase | $ 3,100 | $ 2,400 | |||
Incremental borrowing rate percentage | 11.50% | 11.50% | 12.89% | ||
Increased in right of use asset and lease liability | $ 7,100 | ||||
Right-of-use assets | $ 2,700 | $ 19,240 | $ 19,387 | ||
Lease liability | $ 2,700 | $ 26,030 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating lease costs - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | |||
Total operating lease cost | $ 2,488 | $ 3,620 | $ 3,135 |
Cost of revenue [Member] | |||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | |||
Total operating lease cost | 1,917 | 1,402 | 358 |
Selling, general and administrative [Member] | |||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | |||
Total operating lease cost | 303 | 1,683 | 2,334 |
Research and development [Member] | |||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | |||
Total operating lease cost | $ 268 | $ 535 | $ 443 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of undiscounted future lease payments under operating leases - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 31, 2021 |
Schedule of undiscounted future lease payments under operating leases [Abstract] | ||
2022 | $ 3,543 | |
2023 | 3,545 | |
2024 | 3,548 | |
2025 | 3,550 | |
2026 | 3,553 | |
Thereafter | 40,403 | |
Total lease payments | 58,142 | |
Less: Interest | (32,112) | |
Present value of lease liability | $ 26,030 | $ 2,700 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes (Details) [Line Items] | |||
Deferred income taxes | $ (13,233) | $ 0 | $ 4,137 |
Valuation allowance | 3,017 | 2,597 | 9,003 |
Uncertain tax positions or related interest or penalties | 0 | 0 | 0 |
Material interest and penalties | 0 | 0 | $ 0 |
Accrued interest or penalties | 0 | 0 | |
federal [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating Loss Carryforwards | 156 | 65 | |
State [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating Loss Carryforwards | $ 173 | $ 65 | |
Minimum [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating loss carryforwards, expiration year | 2028 | ||
Maximum [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating loss carryforwards, expiration year | 2036 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of components of our income tax expense (benefit) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax expense (benefit) | |||
Federal | $ 0 | $ 0 | $ (52) |
State | 0 | 0 | 0 |
Total current expense (benefit) | 0 | 0 | (52) |
Deferred tax expense (benefit) | |||
Federal | (14,601) | (2,134) | 0 |
Federal valuation allowance | 3,139 | 2,134 | 3,218 |
State | (1,649) | (463) | 0 |
State valuation allowance | (122) | 463 | 919 |
Total deferred expense | (13,233) | 0 | 4,137 |
Total income tax expense | $ (13,233) | $ 0 | $ 4,085 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of a reconciliation of income tax provision - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of a reconciliation of income tax provision [Abstract] | |||
Federal income tax benefit at statutory federal rate | $ (15,401) | $ (1,859) | $ (3,211) |
Permanent difference associated with gain on remeasurement of private warrants | (5,831) | (781) | 0 |
State income tax benefit, net of federal taxes | (1,307) | (573) | (725) |
Transaction costs associated with business combination | 475 | (220) | |
Revisions to prior years’ estimates | (1,744) | 662 | (1,003) |
Stock-based compensation | 474 | 157 | 0 |
Other permanent differences | 11 | 17 | 18 |
Other | 0 | 0 | 3 |
Officers' salary 162(m) limitation | 7,291 | 0 | 0 |
Permanent difference associated with PPP loan forgiveness | 373 | 0 | 0 |
Change In State Rates | 155 | 0 | 0 |
Valuation allowance | 3,017 | 2,597 | 9,003 |
Total income tax expense | $ (13,233) | $ 0 | $ 4,085 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of components of net deferred tax assets and liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Deferred income tax assets | ||
Net operating loss carryforwards | $ 16,614 | $ 39,408 |
Lease liability | 6,921 | 5,953 |
Stock-based compensation | 1,061 | 3,652 |
Inventory reserve | 0 | 577 |
Contribution carryforwards | 89 | 34 |
Legal settlement accrual | 637 | 286 |
Deferred revenue | 625 | 49 |
Allowance for doubtful accounts | 33 | 120 |
Tax credits | 0 | |
Tax Credits | 992 | |
Interest expense limitation | 0 | 65 |
Other | 143 | 325 |
Total deferred income tax assets | 26,123 | 51,461 |
Valuation allowance | (19,050) | (25,179) |
Total deferred income tax assets, net of valuation allowance | 7,073 | 26,282 |
Deferred income tax liabilities | ||
Right-of-use assets | (4,938) | (4,400) |
Depreciation and amortization | (2,135) | (22,896) |
Total deferred income tax liabilities | $ (7,073) | (27,296) |
Deferred Tax Assets, Net, Total | $ (1,014) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred income tax assets valuation allowance - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of deferred income tax assets valuation allowance [Abstract] | ||
Beginning Balance | $ 19,050 | $ 16,453 |
Business Combinations | 3,112 | 0 |
Additions | 3,017 | 2,597 |
Amounts Utilized | 0 | 0 |
Ending Balance | $ 25,179 | $ 19,050 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Employee contributions, percentage | 100.00% | ||
Eligible employee’s compensation, percentage | 4.00% | ||
Total company matching expense | $ 0.5 | $ 0.3 | $ 0.2 |
Supplemental Cash Flows - Suppl
Supplemental Cash Flows - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Supplemental Cash Flow Information [Abstract] | ||||
Cash paid for interest, net of interest capitalized | $ 512 | $ 1,450 | $ 1,964 | |
Cash paid for operating leases | 3,346 | 2,950 | 2,875 | |
Cash paid for income taxes | 24 | |||
Supplemental non-cash disclosure | ||||
Changes in accounts payable and accrued liabilities related to purchase of property, plant and equipment | 16,103 | 533 | 6,318 | |
Forgiveness of NMTC leverage loan receivable | 14,334 | 20,478 | ||
Forgiveness of debt | 1,776 | 20,000 | 26,069 | |
Conversion of convertible debt to common stock | 11,723 | |||
Transaction costs in accounts payable and accrued expenses | 1,288 | |||
Accounts payable settled directly by landlord | 1,082 | |||
Net assets acquired from Live Oak in Business Combination | 524 | |||
Private warranty liability assumed from Live Oak in Business Combination | 2,759 | $ 2,000 | ||
Private warrants liability assumed from Live Oak in Business Combination | $ 86,580 |
Supplemental Cash Flows - Recon
Supplemental Cash Flows - Reconciliation of cash and cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Supplemental Cash Flow Information [Abstract] | |||
Cash and cash equivalents | $ 286,487 | $ 377,581 | $ 6,261 |
Restricted cash | 481 | 2,316 | 3,017 |
Total cash and cash equivalents and restricted cash | $ 286,968 | $ 379,897 | $ 9,278 |
Commitments and Contingencies A
Commitments and Contingencies Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Royalty per share (in Pounds per share) | $ 0.05 | |
Weight of PHA Sold (in Pounds) | $ 500,000 | |
Decrease royalty per share (in Pounds per share) | $ 0.025 | |
Royalties amount | $ 300 | |
Amount Payable | 8,000 | |
Accrued expenses | 1,250 | $ 1,250 |
Other long-term liabilities | $ 0 | $ 1,250 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) | Jan. 16, 2022shares |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Common shares authorized but unissued shares | 2,895,411 |