Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
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 | 101,938,376 | ||
Entity Public Float | $ 461 | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001779020 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
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 | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | ||
Trading Symbol | DNMR | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Atlanta, Georgia |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 62,792 | $ 286,487 |
Accounts receivable, net | 17,989 | 17,149 |
Other receivables, net | 1,635 | 3,836 |
Inventories, net | 32,743 | 24,573 |
Prepaid expenses and other current assets | 5,225 | 4,737 |
Contract assets, net | 4,687 | 3,576 |
Total current assets | 125,071 | 340,358 |
Property, plant and equipment, net | 453,949 | 316,181 |
Intangible assets, net | 80,941 | 84,659 |
Goodwill | 0 | 62,649 |
Right-of-use assets | 19,028 | 19,240 |
Leverage loans receivable | 31,446 | 13,408 |
Restricted cash | 1,609 | 481 |
Loan fees | 0 | 1,397 |
Other assets | 226 | 224 |
Total assets | 712,270 | 838,597 |
Current liabilities | ||
Accounts payable | 14,977 | 20,790 |
Accrued liabilities | 5,001 | 18,777 |
Unearned revenue and contract liabilities | 0 | 214 |
Current portion of lease liability | 3,337 | 3,337 |
Current portion of long-term debt, net | 1,972 | 357 |
Total current liabilities | 25,287 | 43,475 |
Private warrants liability | 212 | 9,578 |
Long-term lease liability, net | 22,114 | 22,693 |
Long-term debt, net | 286,398 | 260,934 |
Deferred income taxes | 200 | 1,014 |
Other long-term liabilities | 447 | 638 |
Total liabilities | 334,658 | 338,332 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized: 101,804,454 and 100,687,820 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 10 | 10 |
Additional paid-in capital | 676,250 | 619,145 |
Accumulated deficit | (298,648) | (118,890) |
Total stockholders’ equity | 377,612 | 500,265 |
Total liabilities and stockholders’ equity | $ 712,270 | $ 838,597 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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 | 101,804,454 | 100,687,820 |
Common stock, shares outstanding | 101,804,454 | 100,687,820 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||
Total revenues | $ 53,218 | $ 58,749 |
Costs and expenses: | ||
Cost of revenue | 63,632 | 57,865 |
Selling, general and administrative | 81,589 | 80,004 |
Research and development | 31,939 | 20,270 |
Loss on sale of assets | (1) | (82) |
Impairment of long-lived assets | 63,491 | 0 |
Total costs and expenses | 240,652 | 158,221 |
Loss from operations | (187,434) | (99,472) |
Nonoperating income (expense): | ||
Gain on remeasurement of private warrants | 9,366 | 27,767 |
Interest, net | (1,723) | (763) |
Gain on forgiveness of debt | 0 | 1,776 |
Gain on loan extinguishment | (1,500) | (2,604) |
Other, net | 723 | (44) |
Total nonoperating income (expense): | 6,866 | 26,132 |
Loss before income taxes | (180,568) | (73,340) |
Income taxes | 810 | 13,233 |
Net loss | $ (179,758) | $ (60,107) |
Basic net loss per share | $ (1.78) | $ (0.65) |
Diluted net loss per share | $ (1.78) | $ (0.65) |
Basic net loss per share | 101,095,341 | 93,078,004 |
Diluted net loss per share | 101,095,341 | 93,078,004 |
Products | ||
Revenue | ||
Total revenues | $ 48,420 | $ 50,769 |
Services | ||
Revenue | ||
Total revenues | $ 4,798 | $ 7,980 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2020 | $ 8 | $ 414,819 | $ (58,783) | |
Costs related to warrants | 0 | |||
Stock-based compensation expense | $ 18,800 | 55,270 | ||
Exercise of warrants, net of issuance costs | 138,196 | |||
Fair value of private warrants converted to public warrants | 45,515 | |||
Purchase of capped call options | (35,040) | |||
Stock issued under stock compensation plans | 3,005 | |||
Shares retained for employee taxes | (1,728) | |||
Issuance of common stock, net of issuance costs | 2 | (892) | ||
Net loss | (60,107) | (60,107) | ||
Balances at Dec. 31, 2021 | 500,265 | 10 | 619,145 | (118,890) |
Costs related to warrants | (55) | |||
Stock-based compensation expense | 19,200 | 56,958 | ||
Exercise of warrants, net of issuance costs | 0 | |||
Fair value of private warrants converted to public warrants | 0 | |||
Purchase of capped call options | 0 | |||
Stock issued under stock compensation plans | 592 | |||
Shares retained for employee taxes | (154) | |||
Issuance of common stock, net of issuance costs | 0 | (236) | ||
Net loss | (179,758) | (179,758) | ||
Balances at Dec. 31, 2022 | $ 377,612 | $ 10 | $ 676,250 | $ (298,648) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (179,758) | $ (60,107) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Impairment of long-lived assets | 63,491 | 0 |
Stock-based compensation | 56,958 | 55,270 |
Depreciation and amortization | 20,453 | 11,674 |
Amortization of debt issuance costs | 2,104 | 480 |
Bad debt provision | 1,904 | 524 |
Loss on extinguishment of debt | 1,500 | 1,939 |
Contract asset reserve | 1,216 | 0 |
Gain on remeasurement of private warrants | (9,366) | (27,767) |
Deferred income taxes | (814) | (13,233) |
Amortization of right-of-use assets and lease liability | (367) | (1,040) |
Gain on forgiveness of debt | 0 | (1,776) |
Other | 163 | 471 |
Changes in operating assets and liabilities, net of effects of aquisitions: | ||
Accounts receivable | (3,056) | (11,359) |
Other receivables | 2,513 | 0 |
Inventories, net | (11,170) | (9,799) |
Prepaid expenses and other current assets | 2,662 | (4,336) |
Contract assets | (2,328) | (2,110) |
Other assets | (4) | (75) |
Accounts payable | (1,565) | 2,048 |
Accrued and other long-term liabilities | (6,159) | (1,526) |
Unearned revenue and contract liabilities | (214) | (2,241) |
Net cash used in operating activities | (61,837) | (62,963) |
Cash flows from investing activities | ||
Purchases of property, plant and equipment and intangible assets | (164,486) | (185,411) |
Investment in leverage loans receivable related to NMTC financing | (18,037) | 0 |
Acquisition of Novomer, net of cash acquired | (14) | (151,179) |
Proceeds from sales of property, plant and equipment | 55 | 422 |
Net cash used in investing activities | (182,482) | (336,168) |
Cash flows from financing activities | ||
Proceeds from long-term debt | 24,700 | 240,245 |
Cash paid for debt issuance cost | (1,591) | (10,424) |
Principal payments on long-term debt | (1,504) | (27,162) |
Proceeds from employee stock purchase plan | 377 | 106 |
Proceeds from issuance of common stock, net of issuance costs | (236) | (890) |
Proceeds from exercise of stock options | 215 | 2,899 |
Employee taxes related to stock-based compensation | (154) | (1,728) |
Cost related to warrants | (55) | 0 |
Proceeds from exercise of warrants, net of issuance costs | 0 | 138,196 |
Purchase of capped call options | 0 | (35,040) |
Net cash provided by financing activities | 21,752 | 306,202 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (222,567) | (92,929) |
Cash and cash equivalents and restricted cash | ||
Cash and cash equivalents and restricted cash-beginning of period | 286,968 | 379,897 |
Cash and cash equivalents and restricted cash-end of period | $ 64,401 | $ 286,968 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation Description of Business Danimer Scientific, Inc. (“Company”, “Danimer”, “we”, “us” or “our”) is a performance polymer company specializing in bioplastic replacements for traditional petroleum-based plastics. Our common stock is listed on the New York Stock Exchange under the symbol “DNMR”. 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”) with Meredian Holdings Group, Inc. (“MHG” or “Legacy Danimer”), with Legacy Danimer surviving the merger as a wholly owned subsidiary of Live Oak. The Business Combination was accounted for as a reverse recapitalization, meaning that Legacy Danimer was treated as the accounting acquirer and Live Oak was treated as the accounting acquiree. 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. In connection with the Business Combination, Live Oak changed its name to Danimer Scientific, Inc. On August 11, 2021, we closed the acquisition of Novomer, Inc. (integrated into our business as “Danimer Catalytic Technologies”). Our consolidated results include those of Danimer Catalytic Technologies from the acquisition date forward. Refer to Note 4 for further discussion of the acquisition. Financial Statements The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and consolidate all assets and liabilities of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Certain reclassifications have been made to previously reported amounts to conform to the current presentation. In preparing these consolidated financial statements, we have considered, and where appropriate, included the effects of the COVID-19 pandemic on our operations. We do not have any material items of other comprehensive income (loss), accordingly, there is no difference between net loss and comprehensive loss for 2022 or 2021, so a separate Statement of Comprehensive Loss that would otherwise be required is not presented. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with 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, 2022 and 2021, long-term restricted cash included $ 1.6 million and $ 0.4 million, respectively, related to amounts required under New Markets Tax Credit (“NMTC”) debt agreements with various lenders. 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, 2022 and 2021, the allowances for credit losses were $ 2.4 million and $ 0.5 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. 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 net realizable value of inventory on a periodic basis based on historical turnover and assumptions about future product demand and on current selling price. If we determine the expected net realizable value of an inventory item is less than the recorded cost for an inventory item, we record a write-down, charged to cost of revenue, to reduce the value of the inventory to its net realizable value, which establishes a new cost basis for that item. 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. 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. Costs for property, plant and equipment that have not yet been placed in service are accumulated and reported in the caption construction in progress. As such, construction in progress includes expenditures to purchase physical assets from vendors; construction costs; engineering, project management and labor costs; legal and administrative costs; the costs of materials consumed in installation and testing; capitalized interest; and any other incremental costs incurred in order to bring the assets to the condition and location required for them to operate as we intend. After being placed in service, we will transfer each asset to the appropriate caption within property, plant and equipment and commence depreciation. 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. We recognized an impairment charge to goodwill of $ 62.7 million during 2022. As of December 31, 2022, we performed a recoverability test for our long-lived assets by comparing their aggregate carrying value to our forecasted undiscounted cash flows over the weighted average useful life of our assets and determined there was no impairment. Convertible Debt and Capped Call We elected the early adoption of Accounting Standards Update 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 consolidated financial statements 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 since the conversion feature in the Convertible Notes is indexed solely in our own common stock, and since we retain the option to settle the Convertible Notes in shares, the conversion feature qualified for a “scope exception” to treatment as a derivative since the conversion feature qualifies as “fixed for fixed”, meaning the settlement is equal to the difference between a fixed monetary amount of convertible notes and the fair value of a fixed number of our shares. Therefore, we did not separately account for the conversion feature as a derivative. While the Convertible Notes are subject to redemption at the option of the Noteholder in certain situations, we concluded that the risks associated with the redemption provisions are clearly and closely associated with the risks associated with the Convertible Notes themselves since the Convertible Notes were not issued at a “substantial discount or premium”, and since the redemption provisions include only principal and accrued interest and are not adjusted based on any index other than our common stock. 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 solely to our own common stock and classified in stockholders’ equity since we retain the right to receive shares, at our option, if we exercise the capped call options. We recorded the premiums paid for the capped call options, equal to their fair value at inception, 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 $ 1.9 million and $ 0.5 million, respectively, during 2022 and 2021. 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. 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 the number of personnel hours to be incurred for each contract based on our expertise and experience in providing these services. These estimates may ultimately differ from the actual hours incurred. An increase of 10 % in the estimated hours remaining to complete each of our R&D contracts at December 31, 2022 would have reduced our revenue by $ 0.4 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. R&D service customers generally pay us at the commencement of each project and as milestones are achieved, as outlined in the individual contracts. Cost of Revenue Direct costs of production (including raw materials, inbound freight, production and warehouse labor and stock-based compensation, plant utilities, plant rent, depreciation, and other production-related expenditures) and delivery are charged to cost of revenue when the related revenue is recognized. Direct costs related to R&D service revenue are also 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 each award, as applicable. Advertising Costs We charge advertising costs to selling, general and administrative expense as incurred. Advertising costs were not material during 2022 or 2021. Research and Development Costs We charge research and development costs to expense as incurred. Research and development costs include salaries, depreciation, amortization, 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 in business combinations 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 our leases do not provide a readily determinable rate implicit in the lease, we use our incremental borrowing rate based on the information available at each 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 discretion. We evaluate the renewal options at commencement and as circumstances dictate, 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 (loss) by the weighted-average number of common shares outstanding during the period. We compute diluted earnings per share by dividing net income (loss) 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 present 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 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 ). 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, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Considerations | Note 3. Fair Value Considerations GAAP defines “fair value” 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. GAAP also sets forth a framework for measuring fair value utilizing a three-tier hierarchy based on 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 fair value of our 3.250% Convertible Senior Notes due 2026 (“Convertible Notes”), based on trades made around December 31, 2022 was approximately $ 90 million. We value our restricted stock and restricted stock units that do not include market or performance factors at the closing price of a share of our common stock on the grant date. We value our restricted stock units with performance factors at the closing price of a share of our common stock on the grant date or on each period end date, or $ 1.79 at December 31, 2022, for those such grants that include a cash settlement feature. Level 2 We value our restricted stock awards 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. There were no restricted share awards that contained a market-based provision issued in 2022. 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 to determine the expected lives of stock options, defined as the mid-point between the vesting period and the contractual term for each grant. We use the remaining contractual life of the warrants as their expected life. The following table sets forth the ranges of inputs used in our Black Scholes calculations for stock options, other than ESPP awards, and the fair values determined. December 31, Years Ended December 31, 2022 2022 2021 Share prices of our common stock $ 1.79 $ 1.79 - $ 5.86 $ 8.52 - $ 45.41 Expected volatilities 50.74 % 44.42 % - 51.30 % 41.45 % - 48.60 % Risk-free rates of return 3.94 % 1.66 % - 3.96 % 0.88 % - 1.30 % Expected option terms (years) 4.78 4.56 - 6.00 5.58 - 6.00 Calculated option values $ 0.18 $ 0.03 - $ 2.68 $ 1.67 - $ 18.52 The table below sets forth the range of inputs we used in our Black Scholes models for Private Warrant valuations and the fair values determined. December 31, Years Ended December 31, 2022 2022 2021 Share price of our common stock $ 1.79 $ 1.79 - $ 5.86 $ 8.52 Expected volatility 55.83 % 49.43 % - 55.83 % 47.62 % Risk-free rate of return 4.13 % 2.41 % - 4.14 % 1.11 % Expected warrant term (years) 3.00 3.00 - 3.75 3.99 Fair value determined per warrant $ 0.05 $ 0.05 - $ 1.17 $ 2.45 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | Note 4. Business Combinations Live Oak and Legacy Danimer Under the reverse recapitalization method of accounting used for the Business Combination, no goodwill or other intangible assets were recorded. 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 between June 29, 2021 and the following dates: 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 The Earnout Shares are included in our equity. On September 15, 2021, the first VWAP target was achieved and we issued 2,499,993 Earnout Shares. Danimer Catalytic Technologies On August 11, 2021, we acquired all of the outstanding shares of Novomer, Inc., 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, Inc. We have also recorded contingent purchase price payable that will be payable to the sellers upon our collection of an income tax refund receivable. We have integrated Novomer, Inc. into our business as Danimer Catalytic Technologies. Danimer Catalytic Technologies 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. The table below sets forth the final fair values of assets acquired and liabilities assumed including the adjustments recorded in 2022 and 2021. September 30, December 31, August 11, (in thousands) 2021 Adjustments 2021 Adjustments 2022 Cash and restricted cash $ 2,741 $ - $ 2,741 $ - $ 2,741 Property, plant and equipment 15,591 3,031 18,622 - 18,622 Other assets acquired 2,285 17 2,302 - 2,302 Right-of-use asset 2,000 715 2,715 - 2,715 Acquired technology 85,400 ( 1,000 ) 84,400 - 84,400 Goodwill 66,581 ( 3,932 ) 62,649 14 62,663 Deferred tax liability ( 16,159 ) 1,913 ( 14,246 ) - ( 14,246 ) Lease liability ( 2,000 ) ( 759 ) ( 2,759 ) - ( 2,759 ) Liabilities assumed ( 2,019 ) 15 ( 2,004 ) ( 14 ) ( 2,018 ) Contingent purchase price payable ( 500 ) - ( 500 ) - ( 500 ) Total preliminary purchase price $ 153,920 $ - $ 153,920 $ - $ 153,920 We originally 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 acquired goodwill was attributable to the strategic opportunities and synergies that we expected to arise from the acquisition and the value of its existing workforce. The goodwill was not deductible for federal income tax purposes. As of December 31, 2022, we have fully impaired the acquired goodwill balance. Refer to Note 7 for additional information. The following table compares pro forma revenue and loss from operations for the year ended December 31, 2021 as if the acquisition had taken place on January 1, 2021 to the actual results from the year ended December 31, 2022. These pro forma results do not necessarily reflect what the combined entity's results 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 might have differed significantly from the pro forma amounts reflected herein due to a variety of factors. The following includes pro forma adjustments to reflect amortization of acquired technology intangible assets. We do not disclose pro forma impact related to income taxes or earnings-per-share as we do not believe those are useful to the reader in our situation. Years Ended December 31, (in thousands)(unaudited) 2022 2021 Revenue $ 53,218 $ 58,783 Loss from operations ( 187,434 ) ( 101,986 ) During 2022 and 2021, Danimer Catalytic Technologies incurred $ 11.1 million and $ 4.4 million in expenses, respectively, including amortization expense. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5. Inventories, net Inventories, net consisted of the following: December 31, December 31, (in thousands) 2022 2021 Raw materials $ 19,964 $ 11,555 Work in process 1,524 928 Finished goods and related items 11,255 12,090 Total inventories, net $ 32,743 $ 24,573 At December 31, 2022 and 2021, finished goods and related items included $ 4.9 million and $ 5.6 million, respectively, of finished neat PHA. |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
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: December 31, December 31, (in thousands) Estimated Useful Life (Years) 2022 2021 Land and improvements 20 $ 92 $ 92 Leasehold improvements Shorter of useful life or lease term 109,805 27,845 Buildings 15 - 40 2,156 2,156 Machinery and equipment 5 - 20 180,846 97,923 Motor vehicles 7 - 10 921 912 Furniture and fixtures 7 - 10 473 420 Office equipment 3 - 10 5,976 3,368 Construction in progress N/A 198,545 212,647 498,814 345,363 Accumulated depreciation and amortization ( 44,865 ) ( 29,182 ) Property, plant and equipment, net $ 453,949 $ 316,181 We reported depreciation and amortization expense (which included amortization of intangible assets) as follows: Years Ended December 31, (in thousands) 2022 2021 Cost of revenue $ 12,249 $ 8,041 Selling, general and administrative 2,407 597 Research and development 5,797 3,036 Total depreciation and amortization expense $ 20,453 $ 11,674 Construction in progress consists primarily of the early phases of construction of our new greenfield facility in Bainbridge, Georgia, construction of a Rinnovo pilot plant in Rochester, New York and the remainder of our Phase II expansion of our facility in Winchester, Kentucky as noted in the table below. (in thousands) December 31, December 31, Georgia $ 191,576 $ 83,660 New York 4,959 698 Kentucky 2,010 128,289 $ 198,545 $ 212,647 We expect to place most of the remaining assets in Kentucky in service during 2023. We do not have expected in-service dates for our Greenfield Facility in Bainbridge, Georgia, since we have paused major construction, or for our Rinnovo pilot plant in Rochester, New York, since that project is still in an early stage of construction. We will need to obtain additional financing to complete our Greenfield Facility, which has an engineering cost estimate range from $515 million to $665 million, and if we do not obtain financing, our investment could be impaired. Property, plant and equipment at December 31, 2022 and 2021 included gross capitalized interest of $ 14.6 million and $ 5.7 million, respectively. In 2022 and 2021, we capitalized interest costs of $ 8.9 million and $ 0.6 million, respectively, to property, plant and equipment. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 7. Intangible Assets and Goodwill Intangible Assets Our recognized intangible assets consist primarily of patents and the unpatented technological know-how of Danimer Catalytic Technologies. The values of Danimer Catalytic Technologies' patents and unpatented know-how are inseparable and represent their acquisition-date fair value, less subsequent amortization. We also have recognized other patents, which were initially recorded at cost. We capitalize patent acquisition costs and legal fees related to the defense of patents when we believe a successful defense of that patent is probable and that a successful defense increases the value of the patent. Patent costs are amortized on a straight-line basis over their estimated useful lives, which range from 13 to 20 years. Our intangible portfolio has an estimated weighted average useful life of 18.5 years. Intangible assets, net, consisted of the following: December 31, December 31, (in thousands) 2022 2021 Intangible assets, gross $ 94,291 $ 93,244 Capitalized patent costs not yet subject to amortization 1,604 869 Intangible assets subject to amortization, gross 92,687 92,375 Accumulated amortization ( 13,350 ) ( 8,585 ) Intangible assets subject to amortization, net 79,337 83,790 Total intangible assets, net $ 80,941 $ 84,659 Amortization expense was $ 4.8 million and $ 2.1 million, respectively during 2022 and 2021 and are included primarily in research and development costs. We expect intangible assets currently subject to amortization will amortize over the coming years as follows: (in thousands) Amortization Expense 2023 $ 4,593 2024 4,258 2025 4,258 2026 4,258 2027 4,258 Thereafter 57,712 Total $ 79,337 Goodwill Goodwill is tested for impairment on an annual basis each November 1 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We considered the continuation of a sustained decline in our market capitalization level below our book equity value and other macroeconomic factors as indicators that an impairment loss may have occurred. Therefore, we performed an interim quantitative impairment assessment utilizing a market capitalization analysis as a corroboration of the fair value of our single reporting unit while assuming a control premium of 10 %. As a result of the test, we determined that an impairment existed and recorded an impairment charge of $ 62.7 million during the year ended December 31, 2022. Changes in the carrying amount of goodwill were as follows: (in thousands) Balance at December 31, 2020 $ - Acquisition of Novomer, Inc. 62,649 Balance at December 31, 2021 62,649 Adjustment of estimate of fair value of liabilities assumed related to Danimer Catalytic Technologies acquisition 14 Accumulated impairment losses ( 62,663 ) Balance at December 31, 2022 $ - |
New Markets Tax Credit Transact
New Markets Tax Credit Transactions | 12 Months Ended |
Dec. 31, 2022 | |
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 2019 and 2022. 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 $ 14.3 million and $ 7.6 million at December 31, 2022 and 2021, respectively . 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, 2022. 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 program 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 4/25/2019 9,000 1.96 % 4/30/2026 9/30/2048 11/7/2019 12,000 1.06 % 11/30/2026 11/7/2039 8/23/2022 24,700 1.00 % 11/1/2029 8/23/2052 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 Loaned Interest Rate Interest Rate Period End Loan Maturity Date 4/25/2019 6,262 2.00 % 4/25/2026 9/30/2048 11/7/2019 7,146 1.08 % 11/7/2026 11/7/2039 8/23/2022 18,038 1.00 % 11/10/2029 8/23/2052 If NMTC compliance requirements are met through the end of each respective recapture period, we expect each debt instrument and the related leverage loan will be forgiven, resulting in our recognition of gains approximately equal to each net amount. We expect these loans will be forgiven before any principal is due. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 10. Accrued Liabilities The components of accrued liabilities were as follows: December 31, December 31, (in thousands) 2022 2021 Compensation and related expenses $ 1,305 $ 4,572 Construction in progress accruals 1,089 8,896 Accrued taxes 669 500 Accrued interest 134 274 Transaction costs and other legal and consulting fees 443 850 Accrued utilities 415 320 Purchase accrual 401 - Accrued loss on supply contract - 1,423 Legal settlement - 1,250 Other 545 692 Total accrued liabilities $ 5,001 $ 18,777 |
Private Warrants
Private Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Private Warrant Liability | Note 11. Private Warrants At December 31, 2022 and 2021, there were 3,914,525 outstanding Private Warrants to purchase shares of our common stock at an exercise price, subject to adjustments, of $ 11.50 per share that were privately placed prior to the Business Combination. On December 28, 2025 , any then-outstanding 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 roll-forward of the private warrants liability is below. (in thousands) 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 ) Gain on remeasurement of private warrants 9,366 Balance at December 31, 2022 $ ( 212 ) |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 12. Debt The components of long-term debt were as follows: December 31, December 31, (in thousands) 2022 2021 3.25 % Convertible Senior Notes $ 240,000 $ 240,000 New Market Tax Credit Transactions 45,700 21,000 Subordinated Term Loan 10,205 10,205 Commercial Premium Finance Notes 1,828 - Vehicle and Equipment Notes 366 407 Mortgage Notes 218 242 Asset-based Lending Arrangement - - Total $ 298,317 $ 271,854 Less: Total unamortized debt issuance costs ( 9,947 ) ( 10,563 ) Less: Current maturities of long-term debt ( 1,972 ) ( 357 ) Total long-term debt $ 286,398 $ 260,934 3.25% Convertible Senior Notes On December 21, 2021, we issued $ 240 million principal amount of our Convertible Notes subject to an indenture (“Indenture”). The Convertible 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 Convertible 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 Convertible Notes accrue interest at a rate of 3.250 % , payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The Convertible Notes will mature on December 15, 2026 . Before June 15, 2026, noteholders will have the right to convert their Convertible Notes only upon the occurrence of certain events. Starting on June 15, 2026, noteholders may convert their Convertible 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 Convertible 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 Convertible 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 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any Convertible Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Convertible Note, in which case the conversion rate applicable to the conversion of that Convertible Note will be increased in certain circumstances. Capped Calls Also in December 2021, in connection with the Convertible 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 Convertible Notes in shares, or to reduce the net cash outlay required should we settle the Convertible 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 Convertible Notes upon a conversion, if we settle the incremental value of the Convertible 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, 2022, and the Capped Calls expire on April 12, 2027 . New Markets Tax Credit Transactions We have entered into financing arrangements under the NMTC program as described in Note 9 . 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 was the “Prime Rate” as quoted by the Wall Street Journal 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, but did not exercise this option in 2022 or 2021 . 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 borrowing 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, 2022 was 4.2 %. 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, 2022, financial covenant calculations were not applicable to us as we met the minimum cash requirements under the amended terms of the agreement. As described in Note 20 , on March 16, 2023, we repaid $ 4.5 million of the Subordinated Term Loan, placed the remaining balance in escrow, and provided 30-day notice of repayment to the lender. Commercial Premium Finance Notes In June 2022 and December 2022, we entered into financing agreements related to the premiums of certain insurance policies. These notes each have a one year term and bear interest at 3.99 % and 6.74 %, respectively. Vehicle and Equipment Notes We have eighteen vehicle and equipment notes outstanding at December 31, 2022 primarily relating to motor vehicles and warehouse equipment. We make monthly payments on these notes at interest rates ranging from 4.39 % to 6.32 % . Mortgage Notes We have two mortgage notes secured by residential property. These notes bear interest at 6.5 % and 5.25 % , respectively, with maturity dates in October 2023 and March 2025. 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 was subject to a borrowing base formula that was based upon our qualifying accounts receivable and inventory. This Credit Agreement was scheduled to expire on April 29, 2026 . On August 5, 2022, we entered into an agreement with Truist Bank to pay off the Credit Agreement and terminate Truist's lending obligations thereunder. Given the restrictive covenants contained in the Credit Agreement, this facility did not provide sufficient liquidity to justify the ongoing costs of maintaining it. We incurred a loss on early extinguishment of debt in the year ended December 31, 2022 of $ 1.5 million in connection with this termination, including the write off of $ 1.4 million in unamortized debt issuance costs. Paycheck Protection Program Loan We had previously received $ 1.8 million under the Paycheck Protection Program (“PPP Loan”). 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. Cash Maturities As of December 31, 2022, the future cash maturities of long-term debt are as follows: (in thousands) Amount Years Ended December 31, 2023 $ 1,972 2024 10,311 2025 248 2026 261,069 2027 17 Thereafter 24,700 Total future maturities $ 298,317 Senior Secured Term Loan On March 17, 2023, we closed a $ 130 million principal value senior secured term loan (“Senior Secured Term Loan”). Additional details related to the Senior Secured Term Loan are described in Note 20 . |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 13. Equity Common Stock The following table summarizes the common stock activity for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 Balance, beginning of period 100,687,820 84,535,640 Issuance of common stock 1,116,634 16,152,180 Balance, end of period 101,804,454 100,687,820 Preferred Stock We are authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $ 0.0001 per share. As of December 31, 2022 and 2021, no shares of preferred stock were issued or outstanding. Capped Call Options On December 16, 2021, in connection with the Convertible Notes, we entered into Capped Calls for $ 35.0 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 . On June 16, 2021, we redeemed 50,965 Public Warrants, which included all unexercised Public Warrants. Prior to the redemption, 12,033,169 Public Warrants, including some Public Warrants that had initially been Private Warrants, were exercised. Net of fees, we collected $ 138.2 million in connection with these exercises and redemptions. The Public Warrants had qualified as equity instruments, and we had recorded their fair value as additional paid-in capital. 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 or 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 279,255 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. There were 125,489 Legacy Danimer options remaining outstanding at December 31, 2022. 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. There were no Legacy Danimer warrants remaining outstanding at December 31, 2022. Equity Distribution Agreement On September 7, 2022, we entered into an equity distribution agreement (“Equity Distribution Agreement”) with Citigroup Global Markets Inc. as Manager, under which we may issue and sell shares of our Class A common stock “at the market” from time-to-time with an aggregate offering price of up to $ 100.0 million (collectively the “ATM Offering”). Under the Equity Distribution Agreement, the Manager may sell small volumes of our common stock at the prevailing market price, during such times and at such terms as we have predesignated. We have no obligation to sell any shares and may at any time suspend offers and sales that are part of the ATM Offering or terminate the Equity Distribution Agreement. During the year ended December 31, 2022, we issued 212,604 shares at an average price of $ 4.15 per share resulting in proceeds of $ 0.9 million. Additionally, we incurred issuance costs of $ 1.1 million, which were primarily one-time costs, but which also included less than $ 0.1 million in commissions to the Manager. As of December 31, 2022, $ 99.1 million remains available for distribution under the Equity Distribution Agreement. 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, 2022 2021 Convertible debt 22,250,040 22,250,040 Employee stock options 11,844,644 10,589,010 Private Warrants 3,914,525 3,914,525 Restricted shares and RSUs 2,209,288 2,529,732 Performance shares 50,251 - Legacy Danimer options 125,489 125,489 Total excluded instruments 40,394,237 39,408,796 Dividends We have no t paid any cash dividends on the common stock to date, and we have no plans to do so. 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. Senior Secured Term Loan Warrants As described in Note 20 , we issued warrants to purchase 1.5 million of our common shares for $ 7.50 per share in connection with a financing transaction executed on March 17, 2023. |
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 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 2022 and 2021, we charged $ 0.5 million and $ 0.8 million, respec tively, of fulfillment costs to cost of revenue. At December 31, 2022 and December 31, 2021, we had recorded gross contract assets of $ 3.4 million and $ 2.5 million, respectively, 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, (in thousands) Contract Assets Contract Liabilities Contract Assets Contract Liabilities Beginning balance $ 2,128 $ ( 214 ) $ - $ ( 2,115 ) Revenue recognized 3,446 2,364 2,128 4,157 Consideration received ( 1,594 ) ( 2,150 ) - ( 2,256 ) Reserves recorded ( 1,215 ) - - - Ending balance $ 2,765 $ - $ 2,128 $ ( 214 ) Concentration of Risk We have a relatively low number of customers. At December 31, 2022, and 2021, our top five customers collectively represented approximately 87 % and 73 % of total accounts receivable, respectively. In 2022, we had two customers that each individually accounted for more than 10 % of total revenue and that collectively represented 40 % of total revenue. 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. 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) 2022 2021 Domestic $ 45,802 $ 43,264 Belgium 3,052 5,119 Germany 2,906 6,618 Austria 888 159 Poland 311 79 Switzerland 79 2,605 All other countries 180 905 Total revenues $ 53,218 $ 58,749 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 15. Stock-based Compensation We grant various forms of stock-based compensation, including restricted stock, 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) 2022 2021 Cost of revenue $ 60 $ 109 Selling, general and administrative 49,387 48,782 Research and development 7,321 7,017 Total stock-based compensation $ 56,768 $ 55,908 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 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 (“RSUs”), deferred stock units, performance stock and performance-based restricted stock units (“PRSUs”). At December 31, 2022, 1,689,744 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 2,403,392 authorized but unissued or reacquired shares of common stock reserved for issuance. During 2022 and 2021, we issued 78,167 and 5,013 shares, respectively, under the 2020 ESPP. Service-based Restricted Stock and RSUs A summary of service-based condition only restricted stock and RSU activity under our equity plans follows: Number of Shares Weighted Average Grant-Date Balance, December 31, 2020 - $ - Granted 1,517,836 $ 37.09 Vested ( 505,944 ) $ 37.09 Balance, December 31, 2021 1,011,892 $ 37.09 Granted 191,751 $ 4.93 Vested ( 505,945 ) $ 37.09 Forfeited ( 6,250 ) $ - Balance, December 31, 2022 691,448 $ 28.51 We recognize compensation expense for these awards on straight-line basis from the grant date through the relevant vesting dates, which range from one to three years. We recognized $ 19.2 million and $ 18.8 million of such expense during 2022 and 2021, respectively. The total fair value of restricted stock and RSU awards that vested during 2022 and 2021 was $ 0.9 million and $ 4.1 million, respectively. Market-based Restricted Stock During 2021, we also granted 1,517,840 shares of restricted stock 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 recognize the compensation expense for these shares on a straight-line basis from the grant date through January 2024. We recognized $ 18.5 million and $ 18.7 million of expense during 2022 and 2021, respectively, and all of these shares remained outstanding at December 31, 2022. Performance-based Restricted Stock Units On March 31, 2022, we awarded 489,949 PRSUs with a weighted average grant-date fair value of $ 5.86 . These PRSUs are unvested until attainment of performance targets defined in the grant agreement as follows: • 30% of the shares are subject to a total PHA revenue metric based on 2024 financial results. 50% of these shares vest if total PHA revenue is $151 million, 100% vest if total PHA revenue is $189 million or higher, with prorated vesting between $ 151 million and $ 189 million. • 30% of the shares are subject to an Adjusted EBITDA metric based on 2024 financial results. 50% of these shares vest if Adjusted EBITDA is $9.2 million, 100% vest if Adjusted EBITDA is $13.8 million or higher, with prorated vesting between $ 9.2 million and $ 13.8 million. • 40% of the shares are subject to a Neat PHA production capacity metric based on a third-party assessment at December 31, 2024, 50% of the shares vest if capacity is 68 million pounds, 100% vest if capacity is 81 million pounds or higher, with prorated vesting between 68 million pounds and 81 million pounds. On July 23, 2021, we awarded 95,943 PRSUs with a weighted average grant-date fair value of $ 18.24 . These PRSUs 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 certain PRSUs is also subject to having sufficient capacity in the 2020 Incentive Plan, which may not have enough shares remaining to fulfill these awards. In the event registered shares are unavailable, 535,641 of the 585,892 outstanding PRSUs must be settled in cash as calculated using the price of our common stock on the vesting date. Due to this cash settlement feature, certain PRSUs are accounted for as liabilities that are marked to market using the price of our common stock at the end of each reporting period with a life-to-date expense adjustment. At December 31, 2022 and 2021, the long-term liability for these PRSUs was $ 0.3 million and $ 0.1 million. During 2022 and 2021, we recognized related compensation expense of $ 0.2 million and $ 0.1 million, respectively, which we included in selling, general and administrative expenses. Other than this mark to market effect, expense is recognized on a straight-line basis between the dates of grant and the vesting dates, which we anticipate will be in February 2024 and March 2025, respectively. All of these PRSUs remained outstanding at December 31, 2022. 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, 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 Granted 1,056,798 $ 3.99 Exercised ( 60,000 ) $ 3.28 $ 99,600 Forfeited ( 53,422 ) Transferred from liability-based awards 312,258 $ 2.68 Balance, December 31, 2022 11,844,644 $ 14.23 6.71 $ - Exercisable 4,473,003 $ 4.84 4.27 $ - Vested and expected to vest 11,844,644 $ 14.23 6.71 $ - The weighted average grant-date fair values of options granted during 2022 and 2021 were $ 1.81 and $ 8.40 , respectively. In addition to the stock options granted under our equity plans, during 2022, we granted 972,222 stock options that contained a cash-settlement feature if adequate shares were not available in these plans to settle the awards by the vesting dates. During 2021, we granted 1,710,947 options that vest ratably on the three successive anniversaries of the grant date with the same cash-settlement feature. During 2022, as the result of the aforementioned assumption of the remaining authorized but unissued shares into the 2020 Incentive Plan, we reclassified 312,258 of these options with a cash-settlement feature to share settled. During 2022 and 2021, we recognized a benefit of $ 0.3 million and expense of $ 0.5 million, respectively, and reported long-term liabilities of $ 0.1 million and $ 0.5 million, respectively, related to these stock options at December 31, 2022 and 2021. As of December 31, 2022, there was $ 58.8 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 2.1 years. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Leases | Note 8. Leases We currently lease all of our property in Winchester, Kentucky and some of our properties in Bainbridge, Georgia from a large, diversified commercial property REIT under an operating lease. This lease was amended in 2021, which increased the annual base rent to $ 3.1 million. The rent is subject to an annual adjustment of the lesser of (i) 2.0% or (ii) 1.25 times the change in the Consumer Price Index on each January 1, including during any extension terms. As of December 31, 2022, the amended lease had a remaining term of 16 years, with renewal terms up to an additional 20 years at our option, which we are currently not including in our measurement of our lease obligations. We used an estimated incremental borrowing rate of 11.5 % as of the date of the amendment to calculate the lease liability and did not assume any rent increases in that calculation. In August 2021, as part of the Danimer Catalytic Technologies business combination, we acquired their operating leasehold interest for their principal operating facility in Rochester, New York. We evaluated the present value of the lease payments using our estimated incremental borrowing rate of 11.5 % and recorded a right-of use asset and a lease liability of $ 2.7 million. Refer to Note 4 for additional information on the acquisition. As of December 31, 2022, the lease had a remaining term of approximately five years with an option for a five-year renewal term, which we assumed will be exercised for lease accounting purposes. As of December 31, 2022 and 2021, our weighted average remaining lease terms were 15.5 years and 16.5 years, respectively. The following table sets forth the allocation of our operating lease costs. Years Ended December 31, (in thousands) 2022 2021 Cost of revenue $ 2,506 $ 1,917 Selling, general and administrative 469 303 Research and development 536 268 Total operating lease cost $ 3,511 $ 2,488 The following table reconciles the undiscounted future lease payments for operating leases to the operating lease liabilities at December 31, 2022. (in thousands) Undiscounted future operating lease cash flows for the periods ending December 31, 2023 $ 3,545 2024 3,548 2025 3,550 2026 3,553 2027 3,556 Thereafter 36,847 54,599 Less interest ( 29,148 ) Present value of lease liability $ 25,451 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16. Income Taxes T he significant components of our income tax benefits were as follows: Years Ended December 31, (in thousands) 2022 2021 Current tax expense Federal $ - $ - State 4 - Total current expense 4 - Deferred tax (benefit) expense Federal ( 587 ) ( 11,462 ) State ( 227 ) ( 1,771 ) Total deferred benefit ( 814 ) ( 13,233 ) Total income tax benefit $ ( 810 ) $ ( 13,233 ) A reconciliation of our effective tax rate and federal statutory tax rate is summarized as follows: Years Ended December 31, (in thousands) 2022 2021 Federal income tax benefit at statutory federal rate $ ( 37,919 ) $ ( 15,401 ) State income tax benefit, net of federal taxes ( 2,363 ) ( 1,307 ) Gain on measurement of private warrants ( 1,967 ) ( 5,831 ) Transaction costs - 475 Revisions to prior years’ estimates ( 4,052 ) ( 1,744 ) Stock-based compensation 3,803 474 Other permanent differences 29 11 Impairment of goodwill 13,159 - Officers' salary 162(m) limitation 5,378 7,291 PPP loan forgiveness - ( 373 ) Change in state rates 687 155 Valuation allowance 22,435 3,017 Total income tax benefit $ ( 810 ) $ ( 13,233 ) Significant components of our deferred tax assets and deferred tax liabilities are summarized as follows: December 31, (in thousands) 2022 2021 Deferred tax assets Net operating loss carryforwards $ 58,374 $ 39,408 Stock-based compensation 6,860 3,652 Lease liability 6,067 5,953 Capitalized research and development 3,678 - Tax credits 926 992 Inventory reserve 673 577 Allowance for doubtful accounts 579 120 Contribution and AMT carryforwards 37 34 Interest limitation 4 65 Legal settlement accrual - 286 Deferred revenue - 49 Other 19 325 Gross deferred tax assets 77,217 51,461 Deferred tax liabilities Right-of-use assets ( 4,536 ) ( 4,400 ) Depreciation and amortization ( 25,267 ) ( 22,896 ) Gross deferred income tax liabilities ( 29,803 ) ( 27,296 ) Valuation allowance ( 47,614 ) ( 25,179 ) Net deferred income tax liabilities $ ( 200 ) $ ( 1,014 ) We have net deferred tax assets relating primarily to net operating loss (NOL) carryforwards. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 requires taxpayers to capitalize and amortize research and development expenditures over five years for domestic research pursuant to Section 174 of the Internal Revenue Code (”Code”). Subject to certain limitations, the Company may use these deferred tax assets to offset taxable income in future periods. Due to our history of losses and uncertainty regarding future earnings, a valuation allowance has been recorded against our deferred tax assets, as it is more likely than not that such assets will not be realized. We performed scheduling of the estimated realization for our deferred tax assets and liabilities to estimate the amount of valuation allowance required. The following details the activity in the valuation allowance for 2022 and 2021: (in thousands) Beginning Balance Business Combinations Additions Amounts Utilized Ending Balance 2021 $ 19,050 3,112 3,017 - $ 25,179 2022 $ 25,179 - 22,435 - $ 47,614 As of December 31, 2022 and 2021, we had federal net operating loss carryforwards of $ 226 million and $ 156 million, respectively, available to offset future taxable income. We had state net operating loss carryforwards as of December 31, 2022 and 2021 of $ 223 million and $ 173 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. The net operating loss carryforwards generated after 2017 will carryforward indefinitely, but the deductibility of such NOLs is limited to 80 % of taxable income for federal and state income tax purposes. As of December 31, 2022, we also had federal and state research and development tax credit carryforwards of $ 0.9 million. Pursuant to Sections 382 and 383 of the Code, the annual use of our NOL and research and development credit carryforwards is limited and could be further limited in the event that a cumulative change in ownership of more than 50% occurs within a three-year period. The Inflation Reduction Act of 2022, which incorporates a Corporate Alternative Minimum Tax (”CAMT”), was signed on August 16, 2022. The changes will become effective for the tax years beginning after December 31, 2022. The CAMT will require us to compute two separate calculations for federal income tax purposes and pay the greater of the new minimum tax or their regular tax liability. The act is not expected to have a significant impact on our financial position, results of operations or cash flows. We did no t have any material unrecognized tax benefits for the years ended December 31, 2022 and 2021. Our policy is to include interest and penalties as a component of income tax expense. We have no accruals for interest or penalties in the accompanying consolidated balance sheets as of December 31, 2022 and 2021 and have not recognized interest or penalties in the accompanying consolidated statements of operations for the years ended December 31, 2022 and 2021. We file a consolidated U.S. federal income tax return and various state and local income tax returns. Due to the net operating loss carryforwards, our tax returns are open to examination from 2008 and forward. We have not been, nor are currently, under examination by the federal or any state tax authority. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2022 | |
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 may include, from time to time, a discretionary amount. Our matching expense was $ 0.8 million and $ 0.5 million for 2022 and 2021, respectively; there were no discretionary contributions during these years. |
Supplemental Cash Flows
Supplemental Cash Flows | 12 Months Ended |
Dec. 31, 2022 | |
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) 2022 2021 Supplemental cash flow information: Cash paid for interest, net of interest capitalized $ 395 $ 512 Cash paid for operating leases $ 3,543 $ 3,346 Supplemental non-cash disclosure: Changes in accounts payable and accrued liabilities related to purchase of PP&E $ ( 12,055 ) $ 16,103 Financing of notes payable $ 3,266 $ - Inventory consumed in constructing property, plant and equipment $ 3,034 $ - Forgiveness of debt $ - $ 1,776 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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 to The Procter and Gamble Group (“ P&G”) upon the production of PHA. The royalty is $ 0.05 per pound for the first 500 million pounds of PHA produced and decreases to $ 0.025 per pound for cumulative production in excess of that amount until the underlying patents expire on September 8, 2027, unless earlier terminated. We incurred $ 0.4 million and $ 0.3 million in royalty expense during 2022 and 2021, respectively. 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 final payment was made during the fourth quarter of 2022. The unpaid balance of $1.25 million at December 31, 2021 was included in accrued liabilities. 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 are pursuing remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange 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 Class Period, (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 Exchange Act and Rules 10(b)-5(a)-(c) promulgated thereunder and Sections 11, 12 and 15 of the Securities Act of 1933, as amended (the “Securities Act”). 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, experts’ fees and other costs. The Defendants filed a motion to dismiss the Amended Complaint on May 20, 2022. Plaintiffs served their opposition papers to the motion to dismiss on July 21, 2022, and Defendants filed a reply on September 6, 2022. The court has yet to rule on the motion to dismiss. In their opposition papers, Plaintiffs have now confirmed that, based on Defendants’ arguments in the motion to dismiss, Plaintiffs have dropped seven of the nine counts, eliminating all of the Securities Act counts specifically relating to the proxy solicitation, registration statements and related control person claims, and all that now remains are the first two counts under Rules 10(b)-5(a)-(c) of the Exchange Act and control person liability. Additionally, all of the Defendants other than Danimer and three of its current or former officers or directors have been dismissed from the case. 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 shareholder 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. On February 9, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware by Samuel Brezenin on behalf of the Company, alleging breach of fiduciary trust against the Company’s directors. All three shareholder derivative lawsuits have been stayed pending the outcome of Defendants’ 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, 2022. 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, to which we timely and voluntarily produced the requested information on July 14, 2021. Subsequently, the SEC had additional follow-up requests for further information, and we have timely and voluntarily responded to all such requests. On March 17, 2023, the Delaware Court of Chancery validated our Fourth Amended and Restated Certificate of Incorporation and share issuances thereunder in response to our petition as described in Note 20 . 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, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20. Subsequent Events Subordinated Term Loan On March 16, 2023, we entered into an agreement to pay off a portion of the Subordinated Term Loan in the amount of $ 4.5 million as well as accrued interest of $ 0.1 million. On March 17, 2023, we placed $ 5.6 million representing principal and accrued interest into an escrow account and provided irrevocable notice to the remaining lender under the terms of the Subordinated Term Loan to pay off the remainder of this loan on or about April 17, 2023. Upon repayment of this balance, the Subordinated Term Loan will be terminated. Senior Secured Term Loan On March 17, 2023, we closed a $ 130 million principal amount Senior Secured Term Loan. The Senior Secured Term Loan matures on the earlier of March 17, 2027 or September 15, 2026 if more than $ 100 million of the existing Convertible Notes remains outstanding on that date. After payment of the lender’s expenses, including the first three years of premiums for a collateral protection insurance policy for the benefit of the lender, we received net proceeds of $ 98.6 million. The Senior Secured Term Loan accrues interest at a fixed annual rate of 14.4 %. As part of the Senior Secured Term Loan agreement, we are required to hold certain interest payments in a restricted reserve account, which resulted in reclassifying $ 12.5 million of cash and cash equivalents to restricted cash as of the closing date. We issued warrants with a five-year maturity to the lender to purchase 1.5 million shares of our common stock at an exercise price of $ 7.50 per share. We determined the fair value of these warrants as of the closing date was $ 0.5 million using the Black Scholes model. The Senior Secured Term Loan is secured by substantially all of our assets, other than the tangible assets in Rochester, New York and the assets in Bainbridge, Georgia and Winchester, Kentucky that secure our NMTC loans. Once we obtain consents from certain NMTC lenders, the Bainbridge, Georgia (excluding the Greenfield Facility) and Winchester, Kentucky assets will also secure the Senior Secured Term Loan and the Senior Secured Term Loan lender will release its lien on the intellectual property of Danimer Catalytic Technologies. The Senior Secured Term Loan is subject to a financial covenant requiring a minimum cash balance of $ 45 million that will be released once we receive the consent from the Winchester, Kentucky NMTC lender. We expect the consent process will be completed in May 2023. Delaware Section 205 Petition On March 17, 2023, the Delaware Court of Chancery heard our petition under Section 205 of the General Corporation Law of the State of Delaware and issued a final order validating (i) our Fourth Amended and Restated Certificate of Incorporation (“Charter”), including the amendment to our capitalization effected thereunder, declaring it effective as of December 20, 2020, and (ii) all shares of our capital stock issued in reliance on the effectiveness of the Charter, effective as of the dates and times of the original issuances of such shares. Although we had not received any complaints, we filed the petition after a recent decision by the Delaware Court of Chancery that created potential uncertainty with respect to the charters of certain Delaware companies that had accessed public capital markets through a so-called “de-SPAC” transaction in the past several years, including us. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with 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, 2022 and 2021, long-term restricted cash included $ 1.6 million and $ 0.4 million, respectively, related to amounts required under New Markets Tax Credit (“NMTC”) debt agreements with various lenders. |
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, 2022 and 2021, the allowances for credit losses were $ 2.4 million and $ 0.5 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. |
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 net realizable value of inventory on a periodic basis based on historical turnover and assumptions about future product demand and on current selling price. If we determine the expected net realizable value of an inventory item is less than the recorded cost for an inventory item, we record a write-down, charged to cost of revenue, to reduce the value of the inventory to its net realizable value, which establishes a new cost basis for that item. |
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. 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. Costs for property, plant and equipment that have not yet been placed in service are accumulated and reported in the caption construction in progress. As such, construction in progress includes expenditures to purchase physical assets from vendors; construction costs; engineering, project management and labor costs; legal and administrative costs; the costs of materials consumed in installation and testing; capitalized interest; and any other incremental costs incurred in order to bring the assets to the condition and location required for them to operate as we intend. After being placed in service, we will transfer each asset to the appropriate caption within property, plant and equipment and commence depreciation. |
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. We recognized an impairment charge to goodwill of $ 62.7 million during 2022. As of December 31, 2022, we performed a recoverability test for our long-lived assets by comparing their aggregate carrying value to our forecasted undiscounted cash flows over the weighted average useful life of our assets and determined there was no impairment. |
Convertible Debt and Capped Call | Convertible Debt and Capped Call We elected the early adoption of Accounting Standards Update 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 consolidated financial statements 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 since the conversion feature in the Convertible Notes is indexed solely in our own common stock, and since we retain the option to settle the Convertible Notes in shares, the conversion feature qualified for a “scope exception” to treatment as a derivative since the conversion feature qualifies as “fixed for fixed”, meaning the settlement is equal to the difference between a fixed monetary amount of convertible notes and the fair value of a fixed number of our shares. Therefore, we did not separately account for the conversion feature as a derivative. While the Convertible Notes are subject to redemption at the option of the Noteholder in certain situations, we concluded that the risks associated with the redemption provisions are clearly and closely associated with the risks associated with the Convertible Notes themselves since the Convertible Notes were not issued at a “substantial discount or premium”, and since the redemption provisions include only principal and accrued interest and are not adjusted based on any index other than our common stock. 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 solely to our own common stock and classified in stockholders’ equity since we retain the right to receive shares, at our option, if we exercise the capped call options. We recorded the premiums paid for the capped call options, equal to their fair value at inception, 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 $ 1.9 million and $ 0.5 million, respectively, during 2022 and 2021. |
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. 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 the number of personnel hours to be incurred for each contract based on our expertise and experience in providing these services. These estimates may ultimately differ from the actual hours incurred. An increase of 10 % in the estimated hours remaining to complete each of our R&D contracts at December 31, 2022 would have reduced our revenue by $ 0.4 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. R&D service customers generally pay us at the commencement of each project and as milestones are achieved, as outlined in the individual contracts. |
Cost of Revenue | Cost of Revenue Direct costs of production (including raw materials, inbound freight, production and warehouse labor and stock-based compensation, plant utilities, plant rent, depreciation, and other production-related expenditures) and delivery are charged to cost of revenue when the related revenue is recognized. Direct costs related to R&D service revenue are also 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 each award, as applicable. |
Advertising Costs | Advertising Costs We charge advertising costs to selling, general and administrative expense as incurred. Advertising costs were not material during 2022 or 2021. |
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, amortization, 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 in business combinations 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 our leases do not provide a readily determinable rate implicit in the lease, we use our incremental borrowing rate based on the information available at each 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 discretion. We evaluate the renewal options at commencement and as circumstances dictate, 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 (loss) by the weighted-average number of common shares outstanding during the period. We compute diluted earnings per share by dividing net income (loss) 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 present 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 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 ). |
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, 2022 | |
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) 2022 2021 Domestic $ 45,802 $ 43,264 Belgium 3,052 5,119 Germany 2,906 6,618 Austria 888 159 Poland 311 79 Switzerland 79 2,605 All other countries 180 905 Total revenues $ 53,218 $ 58,749 |
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, (in thousands) Contract Assets Contract Liabilities Contract Assets Contract Liabilities Beginning balance $ 2,128 $ ( 214 ) $ - $ ( 2,115 ) Revenue recognized 3,446 2,364 2,128 4,157 Consideration received ( 1,594 ) ( 2,150 ) - ( 2,256 ) Reserves recorded ( 1,215 ) - - - Ending balance $ 2,765 $ - $ 2,128 $ ( 214 ) |
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) 2022 2021 Cost of revenue $ 60 $ 109 Selling, general and administrative 49,387 48,782 Research and development 7,321 7,017 Total stock-based compensation $ 56,768 $ 55,908 |
Fair Value Considerations (Tabl
Fair Value Considerations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 ranges of inputs used in our Black Scholes calculations for stock options, other than ESPP awards, and the fair values determined. December 31, Years Ended December 31, 2022 2022 2021 Share prices of our common stock $ 1.79 $ 1.79 - $ 5.86 $ 8.52 - $ 45.41 Expected volatilities 50.74 % 44.42 % - 51.30 % 41.45 % - 48.60 % Risk-free rates of return 3.94 % 1.66 % - 3.96 % 0.88 % - 1.30 % Expected option terms (years) 4.78 4.56 - 6.00 5.58 - 6.00 Calculated option values $ 0.18 $ 0.03 - $ 2.68 $ 1.67 - $ 18.52 The table below sets forth the range of inputs we used in our Black Scholes models for Private Warrant valuations and the fair values determined. December 31, Years Ended December 31, 2022 2022 2021 Share price of our common stock $ 1.79 $ 1.79 - $ 5.86 $ 8.52 Expected volatility 55.83 % 49.43 % - 55.83 % 47.62 % Risk-free rate of return 4.13 % 2.41 % - 4.14 % 1.11 % Expected warrant term (years) 3.00 3.00 - 3.75 3.99 Fair value determined per warrant $ 0.05 $ 0.05 - $ 1.17 $ 2.45 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 between June 29, 2021 and the following dates: 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 The Earnout Shares are included in our equity. |
Schedule of Preliminary Fair Values of Assets Acquired And Liabilities Assumed | The table below sets forth the final fair values of assets acquired and liabilities assumed including the adjustments recorded in 2022 and 2021. September 30, December 31, August 11, (in thousands) 2021 Adjustments 2021 Adjustments 2022 Cash and restricted cash $ 2,741 $ - $ 2,741 $ - $ 2,741 Property, plant and equipment 15,591 3,031 18,622 - 18,622 Other assets acquired 2,285 17 2,302 - 2,302 Right-of-use asset 2,000 715 2,715 - 2,715 Acquired technology 85,400 ( 1,000 ) 84,400 - 84,400 Goodwill 66,581 ( 3,932 ) 62,649 14 62,663 Deferred tax liability ( 16,159 ) 1,913 ( 14,246 ) - ( 14,246 ) Lease liability ( 2,000 ) ( 759 ) ( 2,759 ) - ( 2,759 ) Liabilities assumed ( 2,019 ) 15 ( 2,004 ) ( 14 ) ( 2,018 ) Contingent purchase price payable ( 500 ) - ( 500 ) - ( 500 ) Total preliminary purchase price $ 153,920 $ - $ 153,920 $ - $ 153,920 |
Summary of Proforma Adjustments | The following includes pro forma adjustments to reflect amortization of acquired technology intangible assets. We do not disclose pro forma impact related to income taxes or earnings-per-share as we do not believe those are useful to the reader in our situation. Years Ended December 31, (in thousands)(unaudited) 2022 2021 Revenue $ 53,218 $ 58,783 Loss from operations ( 187,434 ) ( 101,986 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories, net consisted of the following: December 31, December 31, (in thousands) 2022 2021 Raw materials $ 19,964 $ 11,555 Work in process 1,524 928 Finished goods and related items 11,255 12,090 Total inventories, net $ 32,743 $ 24,573 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, plant, and equipment, net | Property, plant and equipment, net, consisted of the following: December 31, December 31, (in thousands) Estimated Useful Life (Years) 2022 2021 Land and improvements 20 $ 92 $ 92 Leasehold improvements Shorter of useful life or lease term 109,805 27,845 Buildings 15 - 40 2,156 2,156 Machinery and equipment 5 - 20 180,846 97,923 Motor vehicles 7 - 10 921 912 Furniture and fixtures 7 - 10 473 420 Office equipment 3 - 10 5,976 3,368 Construction in progress N/A 198,545 212,647 498,814 345,363 Accumulated depreciation and amortization ( 44,865 ) ( 29,182 ) Property, plant and equipment, net $ 453,949 $ 316,181 |
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) 2022 2021 Cost of revenue $ 12,249 $ 8,041 Selling, general and administrative 2,407 597 Research and development 5,797 3,036 Total depreciation and amortization expense $ 20,453 $ 11,674 |
Schedule of Construction in Progress | Construction in progress consists primarily of the early phases of construction of our new greenfield facility in Bainbridge, Georgia, construction of a Rinnovo pilot plant in Rochester, New York and the remainder of our Phase II expansion of our facility in Winchester, Kentucky as noted in the table below. (in thousands) December 31, December 31, Georgia $ 191,576 $ 83,660 New York 4,959 698 Kentucky 2,010 128,289 $ 198,545 $ 212,647 We expect to place most of the remaining assets in Kentucky in service during 2023. We do not have expected in-service dates for our Greenfield Facility in Bainbridge, Georgia, since we have paused major construction, or for our Rinnovo pilot plant in Rochester, New York, since that project is still in an early stage of construction. We will need to obtain additional financing to complete our Greenfield Facility, which has an engineering cost estimate range from $515 million to $665 million, and if we do not obtain financing, our investment could be impaired. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets net | Intangible assets, net, consisted of the following: December 31, December 31, (in thousands) 2022 2021 Intangible assets, gross $ 94,291 $ 93,244 Capitalized patent costs not yet subject to amortization 1,604 869 Intangible assets subject to amortization, gross 92,687 92,375 Accumulated amortization ( 13,350 ) ( 8,585 ) Intangible assets subject to amortization, net 79,337 83,790 Total intangible assets, net $ 80,941 $ 84,659 |
Summary of estimated amortization expense | We expect intangible assets currently subject to amortization will amortize over the coming years as follows: (in thousands) Amortization Expense 2023 $ 4,593 2024 4,258 2025 4,258 2026 4,258 2027 4,258 Thereafter 57,712 Total $ 79,337 |
Schedule of Goodwill | Changes in the carrying amount of goodwill were as follows: (in thousands) Balance at December 31, 2020 $ - Acquisition of Novomer, Inc. 62,649 Balance at December 31, 2021 62,649 Adjustment of estimate of fair value of liabilities assumed related to Danimer Catalytic Technologies acquisition 14 Accumulated impairment losses ( 62,663 ) Balance at December 31, 2022 $ - |
New Market Tax Credit Transacti
New Market Tax Credit Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 4/25/2019 9,000 1.96 % 4/30/2026 9/30/2048 11/7/2019 12,000 1.06 % 11/30/2026 11/7/2039 8/23/2022 24,700 1.00 % 11/1/2029 8/23/2052 |
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 Loaned Interest Rate Interest Rate Period End Loan Maturity Date 4/25/2019 6,262 2.00 % 4/25/2026 9/30/2048 11/7/2019 7,146 1.08 % 11/7/2026 11/7/2039 8/23/2022 18,038 1.00 % 11/10/2029 8/23/2052 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | The components of accrued liabilities were as follows: December 31, December 31, (in thousands) 2022 2021 Compensation and related expenses $ 1,305 $ 4,572 Construction in progress accruals 1,089 8,896 Accrued taxes 669 500 Accrued interest 134 274 Transaction costs and other legal and consulting fees 443 850 Accrued utilities 415 320 Purchase accrual 401 - Accrued loss on supply contract - 1,423 Legal settlement - 1,250 Other 545 692 Total accrued liabilities $ 5,001 $ 18,777 |
Private Warrants (Tables)
Private Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of private warrant liability | A roll-forward of the private warrants liability is below. (in thousands) 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 ) Gain on remeasurement of private warrants 9,366 Balance at December 31, 2022 $ ( 212 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The components of long-term debt were as follows: December 31, December 31, (in thousands) 2022 2021 3.25 % Convertible Senior Notes $ 240,000 $ 240,000 New Market Tax Credit Transactions 45,700 21,000 Subordinated Term Loan 10,205 10,205 Commercial Premium Finance Notes 1,828 - Vehicle and Equipment Notes 366 407 Mortgage Notes 218 242 Asset-based Lending Arrangement - - Total $ 298,317 $ 271,854 Less: Total unamortized debt issuance costs ( 9,947 ) ( 10,563 ) Less: Current maturities of long-term debt ( 1,972 ) ( 357 ) Total long-term debt $ 286,398 $ 260,934 |
Schedule of future maturities of long-term debt | As of December 31, 2022, the future cash maturities of long-term debt are as follows: (in thousands) Amount Years Ended December 31, 2023 $ 1,972 2024 10,311 2025 248 2026 261,069 2027 17 Thereafter 24,700 Total future maturities $ 298,317 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of the common stock activity | The following table summarizes the common stock activity for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 Balance, beginning of period 100,687,820 84,535,640 Issuance of common stock 1,116,634 16,152,180 Balance, end of period 101,804,454 100,687,820 Preferred Stock We are authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $ 0.0001 per share. As of December 31, 2022 and 2021, no shares of preferred stock were issued or outstanding. |
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, 2022 2021 Convertible debt 22,250,040 22,250,040 Employee stock options 11,844,644 10,589,010 Private Warrants 3,914,525 3,914,525 Restricted shares and RSUs 2,209,288 2,529,732 Performance shares 50,251 - Legacy Danimer options 125,489 125,489 Total excluded instruments 40,394,237 39,408,796 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, (in thousands) Contract Assets Contract Liabilities Contract Assets Contract Liabilities Beginning balance $ 2,128 $ ( 214 ) $ - $ ( 2,115 ) Revenue recognized 3,446 2,364 2,128 4,157 Consideration received ( 1,594 ) ( 2,150 ) - ( 2,256 ) Reserves recorded ( 1,215 ) - - - Ending balance $ 2,765 $ - $ 2,128 $ ( 214 ) |
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) 2022 2021 Domestic $ 45,802 $ 43,264 Belgium 3,052 5,119 Germany 2,906 6,618 Austria 888 159 Poland 311 79 Switzerland 79 2,605 All other countries 180 905 Total revenues $ 53,218 $ 58,749 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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) 2022 2021 Cost of revenue $ 60 $ 109 Selling, general and administrative 49,387 48,782 Research and development 7,321 7,017 Total stock-based compensation $ 56,768 $ 55,908 |
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, 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 Granted 1,056,798 $ 3.99 Exercised ( 60,000 ) $ 3.28 $ 99,600 Forfeited ( 53,422 ) Transferred from liability-based awards 312,258 $ 2.68 Balance, December 31, 2022 11,844,644 $ 14.23 6.71 $ - Exercisable 4,473,003 $ 4.84 4.27 $ - Vested and expected to vest 11,844,644 $ 14.23 6.71 $ - |
Schedule of option award on the date of grant using the Black-Scholes option | A summary of service-based condition only restricted stock and RSU activity under our equity plans follows: Number of Shares Weighted Average Grant-Date Balance, December 31, 2020 - $ - Granted 1,517,836 $ 37.09 Vested ( 505,944 ) $ 37.09 Balance, December 31, 2021 1,011,892 $ 37.09 Granted 191,751 $ 4.93 Vested ( 505,945 ) $ 37.09 Forfeited ( 6,250 ) $ - Balance, December 31, 2022 691,448 $ 28.51 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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) 2022 2021 Cost of revenue $ 2,506 $ 1,917 Selling, general and administrative 469 303 Research and development 536 268 Total operating lease cost $ 3,511 $ 2,488 |
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, 2022. (in thousands) Undiscounted future operating lease cash flows for the periods ending December 31, 2023 $ 3,545 2024 3,548 2025 3,550 2026 3,553 2027 3,556 Thereafter 36,847 54,599 Less interest ( 29,148 ) Present value of lease liability $ 25,451 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of our income tax expense (benefit) | he significant components of our income tax benefits were as follows: Years Ended December 31, (in thousands) 2022 2021 Current tax expense Federal $ - $ - State 4 - Total current expense 4 - Deferred tax (benefit) expense Federal ( 587 ) ( 11,462 ) State ( 227 ) ( 1,771 ) Total deferred benefit ( 814 ) ( 13,233 ) Total income tax benefit $ ( 810 ) $ ( 13,233 ) |
Schedule of a reconciliation of income tax provision | Years Ended December 31, (in thousands) 2022 2021 Federal income tax benefit at statutory federal rate $ ( 37,919 ) $ ( 15,401 ) State income tax benefit, net of federal taxes ( 2,363 ) ( 1,307 ) Gain on measurement of private warrants ( 1,967 ) ( 5,831 ) Transaction costs - 475 Revisions to prior years’ estimates ( 4,052 ) ( 1,744 ) Stock-based compensation 3,803 474 Other permanent differences 29 11 Impairment of goodwill 13,159 - Officers' salary 162(m) limitation 5,378 7,291 PPP loan forgiveness - ( 373 ) Change in state rates 687 155 Valuation allowance 22,435 3,017 Total income tax benefit $ ( 810 ) $ ( 13,233 ) Significant components of our deferred tax assets and deferred tax liabilities are summarized as follows: December 31, (in thousands) 2022 2021 Deferred tax assets Net operating loss carryforwards $ 58,374 $ 39,408 Stock-based compensation 6,860 3,652 Lease liability 6,067 5,953 Capitalized research and development 3,678 - Tax credits 926 992 Inventory reserve 673 577 Allowance for doubtful accounts 579 120 Contribution and AMT carryforwards 37 34 Interest limitation 4 65 Legal settlement accrual - 286 Deferred revenue - 49 Other 19 325 Gross deferred tax assets 77,217 51,461 Deferred tax liabilities Right-of-use assets ( 4,536 ) ( 4,400 ) Depreciation and amortization ( 25,267 ) ( 22,896 ) Gross deferred income tax liabilities ( 29,803 ) ( 27,296 ) Valuation allowance ( 47,614 ) ( 25,179 ) Net deferred income tax liabilities $ ( 200 ) $ ( 1,014 ) |
Schedule of components of net deferred tax assets and liabilities | Significant components of our deferred tax assets and deferred tax liabilities are summarized as follows: |
Schedule of deferred income tax assets valuation allowance | (in thousands) Beginning Balance Business Combinations Additions Amounts Utilized Ending Balance 2021 $ 19,050 3,112 3,017 - $ 25,179 2022 $ 25,179 - 22,435 - $ 47,614 |
Supplemental Cash Flows (Tables
Supplemental Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Supplemental cash flow information | Supplemental cash flow information is presented below. Years Ended December 31, (in thousands) 2022 2021 Supplemental cash flow information: Cash paid for interest, net of interest capitalized $ 395 $ 512 Cash paid for operating leases $ 3,543 $ 3,346 Supplemental non-cash disclosure: Changes in accounts payable and accrued liabilities related to purchase of PP&E $ ( 12,055 ) $ 16,103 Financing of notes payable $ 3,266 $ - Inventory consumed in constructing property, plant and equipment $ 3,034 $ - Forgiveness of debt $ - $ 1,776 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Description of Business and Basis of Presentation (Details) [Line Items] | ||
Net loss and comprehensive (loss) income | $ 0 | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies (Additional Information) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies (Details) [Line Items] | ||
Federal Deposit Insurance Corporation deposit | $ 250,000 | |
Long-term restricted cash | 1,600,000 | $ 400,000 |
Impairment of goodwill | 62,700,000 | |
Interest expense | 1,900,000 | 500,000 |
Accounts Receivable [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Allowances for credit losses | $ 2,400,000 | $ 500,000 |
Revenue [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Percentage of total revenues | 40% | 35% |
Revenue [Member] | Research and development [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Reduced revenue | $ 400,000 | |
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% |
Fair Value Considerations (Addi
Fair Value Considerations (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value of convertible debt | $ 90 | |
Warrants exercise price (in Dollars per share) | $ 11.50 | |
Performance based vested price | 1.81 | $ 8.40 |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Remaining stock, closing price | 1.79 | |
Grant date fair value of stock granted | 0 | 36.57 |
Performance based vested price | $ 37.09 | $ 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% |
Risk-free rate | 1.51% |
Expected term (in years) | 9 years 9 months 18 days |
Fair Value Considerations - Sch
Fair Value Considerations - Schedule of ranges of values used and fair value determined (Details) - $ / shares | 12 Months Ended | ||
Mar. 10, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free rate of return | 1.51% | ||
Expected 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 | $ 1.79 | ||
Expected volatilities | 50.74% | ||
Expected volatilities, Minimum | 44.42% | 41.45% | |
Expected volatilities, Maximum | 51.30% | 48.60% | |
Risk-free rate of return | 3.94% | ||
Risk-free rates of return, Minimum | 1.66% | 0.88% | |
Risk-free rates of return, Maximum | 3.96% | 1.30% | |
Expected term (years) | 4 years 9 months 10 days | ||
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 | $ 1.79 | $ 8.52 | |
Expected term (years) | 4 years 6 months 21 days | 5 years 6 months 29 days | |
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 | $ 5.86 | $ 45.41 | |
Expected term (years) | 6 years | 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 | $ 0.18 | ||
Black-Scholes [Member] | Stock Options [Member] | Danimer Black Sholes | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Calculated option values, Minimum | 0.03 | $ 1.67 | |
Black-Scholes [Member] | Stock Options [Member] | Danimer Black Sholes | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Calculated option values, Maximum | 2.68 | 18.52 | |
Black-Scholes [Member] | Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share prices of our common stock | $ 1.79 | $ 8.52 | |
Expected volatilities | 55.83% | 47.62% | |
Expected volatilities, Minimum | 49.43% | ||
Expected volatilities, Maximum | 55.83% | ||
Risk-free rate of return | 4.13% | 1.11% | |
Risk-free rates of return, Minimum | 2.41% | ||
Risk-free rates of return, Maximum | 4.14% | ||
Expected term (years) | 3 years | 3 years 11 months 26 days | |
Fair value determined per warrant | $ 0.05 | $ 2.45 | |
Black-Scholes [Member] | Warrant [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share prices of our common stock | $ 1.79 | ||
Expected term (years) | 3 years | ||
Fair value determined per warrant | $ 0.05 | ||
Black-Scholes [Member] | Warrant [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share prices of our common stock | $ 5.86 | ||
Expected term (years) | 3 years 9 months | ||
Fair value determined per warrant | $ 1.17 |
Business Combination (Details)
Business Combination (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 11, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 15, 2021 | |
Business Combination (Details) [Line Items] | ||||
Common stock, shares issued (in Shares) | 101,804,454 | 100,687,820 | ||
Earnout Shares issued | 2,499,993 | |||
Additional Earnout Shares Entitled | 6,000,000 | |||
Net loss | $ (179,758) | $ (60,107) | ||
Amortization expense | $ 11,100 | $ 4,400 | ||
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 | |||
Novomer Inc Member | ||||
Business Combination (Details) [Line Items] | ||||
Aggregate purchase price | $ 153,900 |
Business Combination - Earnout
Business Combination - Earnout Shares (Details) | Dec. 31, 2022 $ / shares shares |
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 | 12 Months Ended | ||||
Aug. 11, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Business Combination (Details) [Line Items] | |||||
Cash and restricted cash | $ 2,741 | $ 2,741 | $ 2,741 | ||
Property, plant and equipment | 18,622 | 18,622 | 15,591 | ||
Other assets acquired | 2,302 | 2,302 | 2,285 | ||
Right of use asset | 2,715 | 2,715 | 2,000 | ||
Acquired technology | 84,400 | 84,400 | 85,400 | ||
Goodwill | 62,663 | $ 0 | 62,649 | 66,581 | $ 0 |
Deferred tax liability | (14,246) | (14,246) | (16,159) | ||
Lease liability | (2,759) | (2,759) | 2,000 | ||
Liabilities assumed | (2,018) | (2,004) | (2,019) | ||
Contingent purchase price payable | (500) | (500) | (500) | ||
Total preliminary purchase price | 153,920 | 153,920 | $ 153,920 | ||
Cash and restricted cash adjustments | 0 | 0 | |||
Property, plant and equipment adjustments | 0 | 3,031 | |||
Other assets acquired adjustments | 0 | 17 | |||
Right-of-use asset adjustments | 0 | 715 | |||
Acquired technology adjustments | 0 | 1,000 | |||
Goodwill adjustments | 14 | $ (14) | 3,932 | ||
Deferred tax liability adjustments | 0 | 1,913 | |||
Lease liability adjustments | 0 | (759) | |||
Liabilities assumed adjustments | (14) | 15 | |||
Contingent purchase price payable adjustments | 0 | 0 | |||
Total preliminary purchase price adjustments | $ 0 | $ 0 |
Business Combination - Summary
Business Combination - Summary of Proforma Adjustments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenue | $ 53,218 | $ 58,783 |
Revenues | 53,218 | 58,749 |
Loss from operations | $ (187,434) | $ (101,986) |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventory - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of inventory [Abstract] | ||
Raw materials | $ 19,964 | $ 11,555 |
Work-in-progress | 1,524 | 928 |
Finished goods and related items | 11,255 | 12,090 |
Total inventories, net | $ 32,743 | $ 24,573 |
Inventories, net (Additional In
Inventories, net (Additional Information) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of inventory [Abstract] | ||
Finished Neat PHA Included in Finished Goods | $ 4.9 | $ 5.6 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net (Details) - Schedule of Property, plant, and equipment, net - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 498,814 | $ 345,363 |
Accumulated depreciation and amortization | (44,865) | (29,182) |
Property, plant and equipment, net | $ 453,949 | 316,181 |
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 | $ 109,805 | 27,845 |
Estimated Useful Life | Shorter of useful life or lease term | |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,156 | 2,156 |
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 | $ 180,846 | 97,923 |
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 | $ 921 | 912 |
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 | $ 473 | 420 |
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 | $ 5,976 | 3,368 |
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 | $ 198,545 | $ 212,647 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Depreciation and amortization | $ 20,453 | $ 11,674 |
Cost of revenue [Member] | ||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Depreciation and amortization | 12,249 | 8,041 |
Selling, general, and administrative [Member] | ||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Depreciation and amortization | 2,407 | 597 |
Research & development [Member] | ||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Depreciation and amortization | $ 5,797 | $ 3,036 |
Property, Plant and Equipment_5
Property, Plant and Equipment, net - Schedule of Construction in Progress (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 198,545 | $ 212,647 |
Georgia [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 191,576 | 83,660 |
Kentucky [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 2,010 | 128,289 |
New York [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 4,959 | $ 698 |
Property, Plant and Equipment_6
Property, Plant and Equipment, net (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property, plant, and equipment includes capitalized interest | $ 14.6 | $ 5.7 |
Property, plant and equipment interest costs | $ 8.9 | $ 0.6 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 18 years 6 months | |
Amortization expense | $ 4,800 | $ 2,100 |
Assuming a control premium rate | 10% | |
Goodwill, Impaired, Accumulated Impairment Loss | $ 62,663 | |
Goodwill and intangible asset impairment | $ 62,700 | |
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 | 20 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of intangible assets net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets, gross | $ 94,291 | $ 93,244 |
Capitalized patent costs not yet subject to amortization | 1,604 | 869 |
Intangible assets subject to amortization, gross | 92,687 | 92,375 |
Accumulated amortization | (13,350) | (8,585) |
Intangible assets subject to amortization, net | 79,337 | 83,790 |
Total intangible assets, net | $ 80,941 | $ 84,659 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Summary of estimated amortization expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2023 | $ 4,593 |
2024 | 4,258 |
2025 | 4,258 |
2026 | 4,258 |
2027 | 4,258 |
Thereafter | 57,712 |
Total | $ 79,337 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 11, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill, Beginning Balance | $ 62,649 | $ 0 | |
Acquisition of Novomer | 62,649 | ||
Adjustment of estimate of fair value of liabilities assumed related to Danimer Catalytic Technologies acquisition | $ (14) | 14 | (3,932) |
Accumulated impairment losses | (62,663) | ||
Goodwill, Ending Balance | $ 62,663 | $ 0 | $ 62,649 |
New Markets Tax Credit Transa_2
New Markets Tax Credit Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | ||
Net of leverage loans receivable | $ 14,300 | $ 7,600 |
Gain on loan extinguishment | (1,500) | (2,604) |
Aggregate loaned amount | $ 286,398 | $ 260,934 |
NMTC Arrangements [Member] | ||
Offsetting Assets [Line Items] | ||
Percentage of income tax | 39% |
New Market Tax Credit Transac_2
New Market Tax Credit Transactions - Outstanding leverage loan (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
8/23/2022 | NMTC Arrangements [Member] | |
Offsetting Assets [Line Items] | |
Amount Borrowed | $ 24,700 |
Interest Rate | 1% |
Recapture Period End | Nov. 01, 2029 |
Loan Maturity Date | Aug. 23, 2052 |
8/23/2022 | leverage Loans [Member] | |
Offsetting Assets [Line Items] | |
Amount Lent | $ 18,038 |
Interest Rate | 1% |
Recapture Period End | Nov. 10, 2029 |
Loan Maturity Date | Aug. 23, 2052 |
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% |
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. 07, 2039 |
11/7/2019 [Member] | leverage Loans [Member] | |
Offsetting Assets [Line Items] | |
Amount Lent | $ 7,146 |
Interest Rate | 1.08% |
Recapture Period End | Nov. 07, 2026 |
Loan Maturity Date | Nov. 07, 2039 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of accrued liabilities [Abstract] | ||
Compensation and related expenses | $ 1,305 | $ 4,572 |
Construction in progress expenditures | 1,089 | 8,896 |
Accrued taxes | 669 | 500 |
Accrued interest | 134 | 274 |
Transaction costs and other legal and consulting fees | 443 | 850 |
Accrued Utilities | 415 | 320 |
Purchase accrual | 401 | 0 |
Accrued loss on supply contract | 0 | 1,423 |
Legal settlement | 0 | 1,250 |
Other | 545 | 692 |
Total accrued liabilities | $ 5,001 | $ 18,777 |
Private Warrants - Schedule of
Private Warrants - Schedule of private warrant liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Balance | $ 9,578 | |
Gain on remeasurement of private warrants | (9,366) | $ (27,767) |
Balance | 212 | 9,578 |
Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Balance | (9,578) | (82,860) |
Gain on remeasurement of private warrants | 9,366 | 27,767 |
Fair value of Private Warrants sold | 45,515 | |
Balance | $ (212) | $ (9,578) |
Private Warrants (Additional In
Private Warrants (Additional Information) (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Outstanding warrants to purchase shares | shares | 3,914,525 | 3,914,525 |
Warrant price per share | $ 11.50 | |
PrivateWarrantsMember | ||
Class of Warrant or Right [Line Items] | ||
Warrant price per share | $ 11.50 | $ 11.50 |
Warrants and Rights Outstanding, Maturity Date | Dec. 28, 2025 |
Debt (Details)
Debt (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 16, 2023 USD ($) | Dec. 21, 2021 USD ($) $ / shares shares | Dec. 16, 2021 USD ($) $ / shares | Dec. 15, 2021 USD ($) | Mar. 18, 2021 USD ($) | Mar. 31, 2019 USD ($) | Mar. 31, 2021 | Dec. 31, 2022 USD ($) Numbers Notes | Dec. 31, 2021 USD ($) $ / shares | Mar. 17, 2023 USD ($) | Jun. 30, 2022 | Apr. 29, 2021 USD ($) | Apr. 30, 2020 USD ($) | |
Long-Term Debt (Details) [Line Items] | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 10.79 | ||||||||||||
Accrued interest | $ 134,000 | $ 274,000 | |||||||||||
Gain on loan extinguishment | (1,500,000) | (2,604,000) | |||||||||||
Permanent difference associated with PPP loan forgiveness | 0 | 373,000 | |||||||||||
Cash and cash equivalents | 62,792,000 | 286,487,000 | |||||||||||
Unamortized debt issuance costs | $ 9,947,000 | $ 10,563,000 | |||||||||||
Purchase of capped call options | $ 35,000,000 | ||||||||||||
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 | 4.20% | ||||||||||||
2019 Subordinated Term Loan [Member] | |||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||
Subordinated term loan | $ 5,000,000 | $ 10,000,000 | |||||||||||
Repayment | 4,500,000 | ||||||||||||
Interest rate basis | The base interest rate was the “Prime Rate” as quoted by the Wall Street Journal 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, but did not exercise this option in 2022 or 2021 | ||||||||||||
Option to pay interest payable | 2% | ||||||||||||
Maturity date | Feb. 13, 2024 | ||||||||||||
2019 Subordinated Term Loan [Member] | LIBOR Market Index Rate [Member] | |||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||||||||||
2019 Subordinated Term Loan [Member] | Prime Rate [Member] | |||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2% | 2.75% | |||||||||||
Paycheck Protection Program loan [Member] | |||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||
Aggregate principal amount | $ 1,800,000 | ||||||||||||
Permanent difference associated with PPP loan forgiveness | $ 1,800,000 | ||||||||||||
Gain on Debt Instrument | $ 1,800,000 | ||||||||||||
Commercial Premium Finance Note Member | |||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||
Interest rate | 6.74% | 3.99% | |||||||||||
Mortgage Notes [Member] | |||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||
Debt instrument maturity date, description | These notes bear interest at 6.5% and 5.25%, respectively, with maturity dates in October 2023 and March 2025. | ||||||||||||
Number of notes | Notes | 2 | ||||||||||||
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 | ||||||||||||
Conversion of shares | shares | 92.7085 | ||||||||||||
Common stock converted into notes | $ 1,000 | ||||||||||||
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] | Vehicle and Equipment Notes [Member] | |||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||
Interest rate | 4.39% | ||||||||||||
Minimum [Member] | Mortgage Notes [Member] | |||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||
Interest rate | 5.25% | ||||||||||||
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] | Vehicle and Equipment Notes [Member] | |||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||
Interest rate | 6.32% | ||||||||||||
Maximum [Member] | Mortgage Notes [Member] | |||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||
Interest rate | 6.50% | ||||||||||||
Subsequent Event [Member] | 2019 Subordinated Term Loan [Member] | |||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||
Repayments of Subordinated Debt | $ 4,500,000 | ||||||||||||
Escrow deposit | $ 5,600,000 | ||||||||||||
Subsequent Event [Member] | Senior Secured Term Loan [Member] | |||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||
Note payable outstanding amount | $ 100,000,000 | ||||||||||||
Term Loan, Principal Payment | $ 130,000,000 | ||||||||||||
Asset Backed Lending Arrangement [Member] | Truist bank [Member] | |||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||
Gain on loan extinguishment | $ 1,500,000 | ||||||||||||
Line of credit facility maximum borrowing capacity | $ 20,000,000 | ||||||||||||
Unamortized debt issuance costs | $ 1,400,000 | ||||||||||||
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, 2022 | Dec. 31, 2021 |
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | $ 298,317 | $ 271,854 |
Less: Total unamortized debt issuance costs | (9,947) | (10,563) |
Less: Current maturities of long-term debt | (1,972) | (357) |
Total long-term debt | 286,398 | 260,934 |
Convertible Senior Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 240,000 | 240,000 |
NMTC Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 45,700 | 21,000 |
Subordinated Term Loan [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 10,205 | 10,205 |
Commercial Premium Finance Note Member | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 1,828 | 0 |
Vehicle and Equipment Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 366 | 407 |
Mortgage Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 218 | 242 |
Asset Backed 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, 2022 |
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, 2022 | Dec. 31, 2021 |
Schedule of future maturities of long-term debt [Abstract] | ||
2023 | $ 1,972 | |
2024 | 10,311 | |
2025 | 248 | |
2026 | 261,069 | |
2027 | 17 | |
Thereafter | 24,700 | |
Total future maturities | $ 298,317 | $ 271,854 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Mar. 17, 2023 | Dec. 16, 2021 | Jun. 16, 2021 | Dec. 29, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | Sep. 07, 2022 | |
Stockholders' Equity (Details) [Line Items] | |||||||||
Preferred Stock, Shares Issued | 0 | 0 | |||||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||||
Common stock, shares outstanding (in Shares) | 101,804,454 | 100,687,820 | 84,535,640 | ||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |||||||
Weighted Average Grant-Date Fair Value Options, Exercised (in Dollars per share) | $ 3.28 | $ 3.31 | |||||||
Preferred stock, authorized (in Shares) | 10,000,000 | ||||||||
Preferred share, par value | $ 0.0001 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 1,056,798 | 335,896 | |||||||
Outstanding warrants (in Shares) | 3,914,525 | 3,914,525 | |||||||
Purchase of capped call options | $ 35,000 | ||||||||
Warrant price per share | $ 11.50 | ||||||||
Exercise of warrants | $ 138,200 | ||||||||
Number of Shares, Exercised | (60,000) | (723,369) | |||||||
Dividend paid | $ 0 | ||||||||
Senior Secured Term Loan Warrants | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Price per share | $ 7.50 | ||||||||
Conversion of Stock, Shares Issued | 1,500,000 | ||||||||
Legacy Danimer options | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Weighted Average Grant-Date Fair Value Options, Exercised (in Dollars per share) | $ 3.28 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 208,183 | ||||||||
Weighted Average Exercise Price of per share (in Dollars per share) | $ 30 | ||||||||
Exercisable and remained outstanding ( in shares) | 30,493 | ||||||||
Number of Shares, Exercised | (125,489) | (153,763) | |||||||
Conversion of Stock, Shares Issued | 279,255 | ||||||||
Legacy Danimer warrants | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Weighted Average Grant-Date Fair Value Options, Exercised (in Dollars per share) | $ 3.28 | ||||||||
Outstanding warrants (in Shares) | 55,319 | 0 | |||||||
Warrant price per share | $ 30 | ||||||||
Conversion of stock shares converted | 506,611 | ||||||||
Conversion of Stock, Shares Issued | 435,961 | ||||||||
Public Warrants | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Common stock, shares outstanding (in Shares) | 10,000,000 | ||||||||
Warrant price per share | $ 11.50 | ||||||||
Warrants And Rights Exercised | 12,033,169 | ||||||||
Warrants And Rights Redeemed | 50,965 | ||||||||
Equity Distribution Agreement [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services | 212,604 | ||||||||
Weighted Average Grant-Date Fair Value Options, Exercised (in Dollars per share) | $ 4.15 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 900 | ||||||||
Payments of Stock Issuance Costs | 1,100 | ||||||||
Payments for Commissions | 100 | ||||||||
Cash Available for Distributions | $ 99,100 | ||||||||
Private Warrants | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Warrant price per share | $ 11.50 | $ 11.50 | |||||||
Class A common stock [Member] | Equity Distribution Agreement [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Common Stock, Shares Authorized | 100,000,000 |
Equity - Summary of the common
Equity - Summary of the common stock activity (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Balance, beginning of period | 100,687,820 | 84,535,640 |
Issuance of common stock | 1,116,634 | 16,152,180 |
Balance, end of period | 101,804,454 | 100,687,820 |
Equity - Schedule of Antidiluti
Equity - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 40,394,237 | 39,408,796 |
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 | 22,250,040 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,844,644 | 10,589,010 |
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 | 3,914,525 |
Restricted Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,209,288 | 2,529,732 |
Performance Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 50,251 | 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 | 125,489 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 53,218 | $ 58,749 |
Fulfillment costs to cost of revenue | 500 | 800 |
Contract assets recorded related to fulfillment costs | $ 3,400 | $ 2,500 |
Accounts Receivable [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable, Percentage | 87% | 73% |
Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total revenues | 40% | 35% |
Revenue [Member] | Customer Two [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total revenues | 10% | 10% |
Revenue (Details) - Changes in
Revenue (Details) - Changes in the R&D contract Asset and Liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Contract With Customer Asset Reserves Recorded | $ (1,216) | $ 0 |
Beginning balance, Contract Liabilities | (214) | |
Ending balance, Contract Liabilities | 0 | (214) |
Research and Development Project [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Beginning balance, Contract Asset | 2,128 | 0 |
Revenue recognized | 3,446 | 2,128 |
Contract With Customer Asset Consideration Received | (1,594) | 0 |
Contract With Customer Asset Reserves Recorded | (1,215) | 0 |
Ending balance, Contract Assets | 2,765 | 2,128 |
Beginning balance, Contract Liabilities | (214) | (2,115) |
Revenue recognized | 2,364 | 4,157 |
Contract With Customer Liability Consideration Received | (2,150) | (2,256) |
Contract With Customer Liabilities Reserves Recorded | 0 | 0 |
Ending balance, Contract Liabilities | $ 0 | $ (214) |
Revenue (Details) - Summary of
Revenue (Details) - Summary of Revenue Information by Major Geographic Area - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenues | $ 53,218 | $ 58,749 |
Domestic | ||
Total revenues | 45,802 | 43,264 |
BELGIUM | ||
Total revenues | 3,052 | 5,119 |
GERMANY | ||
Total revenues | 2,906 | 6,618 |
AUSTRIA | ||
Total revenues | 888 | 159 |
POLAND | ||
Total revenues | 311 | 79 |
SWITZERLAND | ||
Total revenues | 79 | 2,605 |
All Other Countries | ||
Total revenues | $ 180 | $ 905 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Jul. 23, 2021 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 16, 2022 | Aug. 11, 2021 | |
Stock-Based Compensation (Details) [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 1.81 | $ 8.40 | ||||
Stock-based compensation expense | $ 19.2 | $ 18.8 | ||||
Number of Shares, Granted | 1,056,798 | 335,896 | ||||
Performance based vested price | $ 1.81 | $ 8.40 | ||||
Issuance of common stock | 1,116,634 | 16,152,180 | ||||
Unrecognized compensation cost related to nonvested stock options grant (in Dollars) | $ 58.8 | |||||
Weighted-average over period | 2 years 1 month 6 days | |||||
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 | 1,689,744 | |||||
2020 ESPP [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Share-based compensation, authorized shares | 2,403,392 | |||||
Share-based compensation, Issued shares | 78,167 | 5,013 | ||||
PHA Production Capacity Metric [Member] | Maximum [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | $ 90 | |||||
PHA Production Capacity Metric [Member] | Minimum [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | $ 75 | |||||
Performance Shares [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 18.24 | $ 5.86 | ||||
Performance based vested price | $ 18.24 | $ 5.86 | ||||
Restricted stock shares | 95,943 | 489,949 | ||||
Issuance of common stock | 585,892 | |||||
Performance Shares [Member] | Novomer Legacy Stock Incentive Plan [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Stock-based compensation expense | $ 0.3 | $ 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% | |||||
Performance Shares [Member] | ROE [Member] | Minimum [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Vesting percentage | 5% | |||||
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 | 30% of the shares are subject to an Adjusted EBITDA metric based on 2024 financial results. 50% of these shares vest if Adjusted EBITDA is $9.2 million, 100% vest if Adjusted EBITDA is $13.8 million or higher, with prorated vesting between $9.2 million and $13.8 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 | $ 13.8 | ||||
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 | $ 9.2 | ||||
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. | 40% of the shares are subject to a Neat PHA production capacity metric based on a third-party assessment at December 31, 2024, 50% of the shares vest if capacity is 68 million pounds, 100% vest if capacity is 81 million pounds or higher, with prorated vesting between 68 million pounds and 81 million pounds. | ||||
Performance Shares [Member] | PHA Production Capacity Metric [Member] | Maximum [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | $ 81 | |||||
Performance Shares [Member] | PHA Production Capacity Metric [Member] | Minimum [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | $ 68 | |||||
Performance Shares [Member] | Neat PHA Revenue Metric [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Vesting description | 30% of the shares are subject to a total PHA revenue metric based on 2024 financial results. 50% of these shares vest if total PHA revenue is $151 million, 100% vest if total PHA revenue is $189 million or higher, with prorated vesting between $151 million and $189 million. | |||||
Performance Shares [Member] | Neat PHA Revenue Metric [Member] | Maximum [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | $ 189 | |||||
Performance Shares [Member] | Neat PHA Revenue Metric [Member] | Minimum [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | $ 151 | |||||
Cash Settled Options [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Number of Shares, Granted | 972,222 | 1,710,947 | ||||
Issuance of common stock | 535,641 | |||||
Employee Stock Option [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Long term liability | $ 0.1 | $ 0.5 | ||||
Stock options | 312,258 | |||||
Restricted Shares | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 37.09 | $ 37.09 | ||||
Number of Shares, Granted | 191,751 | 1,517,836 | ||||
Performance based vested price | $ 37.09 | $ 37.09 | ||||
Total Fair value of Restricted stock | $ 0.9 | $ 4.1 | ||||
Market Based Restricted Shares | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Stock-based compensation expense | 18.5 | $ 18.7 | ||||
Number of Shares, Granted | 1,517,840 | |||||
Selling, general and administrative [Member] | Performance Shares [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Stock-based compensation expense | 0.2 | $ 0.1 | ||||
Selling, general and administrative [Member] | Employee Stock Option [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Stock-based compensation expense | $ 0.3 | $ 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, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 56,768 | $ 55,908 |
Cost of revenue [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 60 | 109 |
Selling, general and administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 49,387 | 48,782 |
Research & development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 7,321 | $ 7,017 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) - Schedule of stock option activity under our equity plans [Line Items] | |||
Number of options, Beginning | 10,589,010 | 11,008,533 | |
Weighted Average Grant-Date Fair Value Options, Beginning (in Dollars per share) | $ 14.85 | $ 13.94 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 4 months 17 days | ||
Aggregate Intrinsic Value, Beginning (in Dollars) | $ 22,473,835 | $ 105,341,482 | |
Weighted Average Exercise Price, Transferred from liability-based awards | $ 2.68 | ||
Number of Shares, Transferred from liability-based awards | 312,258 | ||
Weighted Average Remaining Contractual Term (Years), Restated Balance | 6 years 8 months 15 days | 7 years 4 months 20 days | |
Number of Shares, Granted | 1,056,798 | 335,896 | |
Weighted Average Grant-Date Fair Value Options, Granted (in Dollars per share) | $ 3.99 | $ 19.32 | |
Weighted average grant-date fair value of options, Vested (in Dollars per share) | $ 1.81 | $ 8.40 | |
Number of Shares, Exercised | (60,000) | (723,369) | |
Weighted Average Grant-Date Fair Value Options, Exercised (in Dollars per share) | $ 3.28 | $ 3.31 | |
Number of Shares, Forfeited | (53,422) | (32,050) | |
Aggregate Intrinsic Value, Exercised (in Dollars) | $ 99,600 | $ 23,188,428 | |
Number of options, Ending | 11,844,644 | 10,589,010 | 11,008,533 |
Weighted Average Grant-Date Fair Value Options, Ending (in Dollars per share) | $ 14.23 | $ 14.85 | $ 13.94 |
Weighted Average Remaining Contractual Term (Years), Beginning Balance | 8 years 4 months 17 days | ||
Aggregate Intrinsic Value, Ending (in Dollars) | $ 22,473,835 | $ 105,341,482 | |
December 31, 2021: | |||
Number of Shares, Exercisable | 4,473,003 | ||
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ 4.84 | ||
Weighted Average Remaining Contractual Term (Years), Exercisable | 4 years 3 months 7 days | ||
Number of Shares, Vested and expected to vest | 11,844,644 | ||
Weighted Average Exercise Price, Vested and expected to vest (in Dollars per share) | $ 14.23 | ||
Weighted Average Remaining Contractual Term (Years), Vested and expected to vest | 6 years 8 months 15 days | ||
Restricted Stock [Member] | |||
Stock-Based Compensation (Details) - Schedule of stock option activity under our equity plans [Line Items] | |||
Number of options, Beginning | 1,011,892 | 0 | |
Weighted Average Grant-Date Fair Value Options, Beginning (in Dollars per share) | $ 37.09 | $ 0 | |
Number of Shares, Granted | 191,751 | 1,517,836 | |
Weighted Average Grant-Date Fair Value Options, Granted (in Dollars per share) | $ 4.93 | $ 37.09 | |
Number of Shares, Vested | (505,945) | (505,944) | |
Weighted average grant-date fair value of options, Vested (in Dollars per share) | $ 37.09 | $ 37.09 | |
Number of Shares, Forfeited | (6,250) | ||
Weighted Average Grant-Date Fair Value Options, Forfeited (in Dollars per share) | $ 0 | ||
Number of options, Ending | 691,448 | 1,011,892 | 0 |
Weighted Average Grant-Date Fair Value Options, Ending (in Dollars per share) | $ 28.51 | $ 37.09 | $ 0 |
Leases Additional Information (
Leases Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | May 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessor, Lease, Description [Line Items] | ||||
Renewal term, operation lease | 5 years | |||
Remaining Lease Term | 5 years | |||
Weighted Average Remaining Lease Term | 15 years 6 months | 16 years 6 months | ||
Rent, Increase | $ 3,100 | |||
Incremental borrowing rate percentage | 11.50% | 11.50% | ||
Right-of-use assets | $ 2,700 | $ 19,028 | $ 19,240 | |
Amended [Member] | ||||
Lessor, Lease, Description [Line Items] | ||||
Renewal term, operation lease | 20 years | |||
Remaining Lease Term | 16 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating lease costs - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Total operating lease cost | $ 3,511 | $ 2,488 |
Cost of revenue [Member] | ||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Total operating lease cost | 2,506 | 1,917 |
Selling, general and administrative [Member] | ||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Total operating lease cost | 469 | 303 |
Research and development [Member] | ||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Total operating lease cost | $ 536 | $ 268 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of undiscounted future lease payments under operating leases $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of undiscounted future lease payments under operating leases [Abstract] | |
2023 | $ 3,545 |
2024 | 3,548 |
2025 | 3,550 |
2026 | 3,553 |
2027 | 3,556 |
Thereafter | 36,847 |
Total lease payments | 54,599 |
Less: Interest | (29,148) |
Present value of lease liability | $ 25,451 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | $ 80 | |
Deferred income taxes | (814) | $ (13,233) |
Valuation allowance | 22,435 | 3,017 |
Uncertain tax positions or related interest or penalties | 0 | 0 |
Accrued interest or penalties | 0 | 0 |
federal [Member] | ||
Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | 226,000 | 156,000 |
Research and development tax credit carryforwards | 900 | |
State [Member] | ||
Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | 223,000 | $ 173,000 |
Research and development tax credit carryforwards | $ 900 | |
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. The net operating loss carryforwards generated after 2017 will carryforward indefinitely, but the deductibility of such NOLs is limited to 80% of taxable income for federal and state income tax purposes. As of December 31, 2022, we also had federal and state research and development tax credit carryforwards of $0.9 million. Pursuant to Sections 382 and 383 of the Code, the annual use of our NOL and research and development credit carryforwards is limited and could be further limited in the event that a cumulative change in ownership of more than 50% occurs within a three-year period.The Inflation Reduction Act of 2022, which incorporates a Corporate Alternative Minimum Tax (”CAMT”), was signed on August 16, 2022. The changes will become effective for the tax years beginning after December 31, 2022. The CAMT will require us to compute two separate calculations for federal income tax purposes and pay the greater of the new minimum tax or their regular tax liability. The act is not expected to have a significant impact on our financial position, results of operations or cash flows. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of components of our income tax expense (benefit) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax expense (benefit) | ||
Federal | $ 0 | $ 0 |
State | 4 | 0 |
Total current expense (benefit) | 4 | 0 |
Deferred tax expense (benefit) | ||
Federal | (587) | (11,462) |
State | (227) | (1,771) |
Deferred income taxes | (814) | (13,233) |
Total income tax expense (benefit) | $ (810) | $ (13,233) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of a reconciliation of income tax provision - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of a reconciliation of income tax provision [Abstract] | ||
Federal income tax benefit at statutory federal rate | $ (37,919) | $ (15,401) |
State income tax benefit, net of federal taxes | 2,363 | (1,307) |
Gain on measurement of private warrants | (1,967) | (5,831) |
Transaction costs associated with business combinations | 0 | 475 |
Revisions to prior years’ estimates | 4,052 | (1,744) |
Stock-based compensation | 3,803 | 474 |
Other permanent differences | 29 | 11 |
Impairment of goodwill | 13,159 | |
Officers' salary 162(m) limitation | 5,378 | 7,291 |
Permanent difference associated with PPP loan forgiveness | 0 | 373 |
Change In State Rates | (687) | 155 |
Valuation allowance | 22,435 | 3,017 |
Total income tax expense (benefit) | $ (810) | $ (13,233) |
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, 2022 | Dec. 31, 2021 | |
Deferred income tax assets | ||
Net operating loss carryforwards | $ 58,374 | $ 39,408 |
Lease liability | 6,067 | 5,953 |
Stock-based compensation | 6,860 | 3,652 |
Capitalized research and development | 3,678 | 0 |
Inventory reserve | 673 | 577 |
Contribution carryforwards | 37 | 34 |
Legal settlement accrual | 0 | 286 |
Deferred revenue | 0 | 49 |
Allowance for doubtful accounts | 579 | 120 |
Tax credits | 926 | 992 |
Interest expense limitation | 4 | 65 |
Other | 19 | 325 |
Total deferred income tax assets | 77,217 | 51,461 |
Valuation allowance | (47,614) | (25,179) |
Deferred income tax liabilities | ||
Right-of-use assets | (4,536) | (4,400) |
Depreciation and amortization | (25,267) | (22,896) |
Total deferred income tax liabilities | (29,803) | (27,296) |
Net deferred income tax liabilities | $ (200) | $ (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, 2022 | Dec. 31, 2021 | |
Schedule of deferred income tax assets valuation allowance [Abstract] | ||
Beginning Balance | $ 25,179 | $ 19,050 |
Business Combinations | 0 | 3,112 |
Additions | 22,435 | 3,017 |
Amounts Utilized | 0 | 0 |
Ending Balance | $ 47,614 | $ 25,179 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Employee contributions, percentage | 100% | |
Eligible employee’s compensation, percentage | 4% | |
Total company matching expense | $ 0.8 | $ 0.5 |
Supplemental Cash Flows - Suppl
Supplemental Cash Flows - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Aug. 11, 2022 | Sep. 30, 2021 | |
Supplemental Cash Flow Information [Abstract] | ||||
Cash paid for interest, net of interest capitalized | $ 395 | $ 512 | ||
Cash paid for operating leases | 3,543 | 3,346 | ||
Supplemental non-cash disclosure | ||||
Changes in accounts payable and accrued liabilities related to purchase of property, plant and equipment | (12,055) | 16,103 | ||
Financing of notes payable | 3,266 | 0 | ||
Inventory consumed in constructing property, plant and equipment | 3,034 | 0 | ||
Forgiveness of debt | $ 0 | 1,776 | ||
Private warranty liability assumed from Live Oak in Business Combination | $ 2,759 | $ 2,759 | $ (2,000) |
Supplemental Cash Flows - Recon
Supplemental Cash Flows - Reconciliation of cash and cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Supplemental Cash Flow Information [Abstract] | ||
Cash and cash equivalents | $ 62,792 | $ 286,487 |
Commitments and Contingencies A
Commitments and Contingencies Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Royalty per share (in Pounds per share) | $ 0.05 | |
Weight of PHA Sold (in Pounds) | $ 500 | |
Decrease royalty per share (in Pounds per share) | $ 0.025 | |
Royalties amount | $ 0.4 | $ 0.3 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 12 Months Ended | |||||
Mar. 17, 2023 | Mar. 16, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2023 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||||
Warrants exercise price (in Dollars per share) | $ 11.50 | |||||
Fair value of warrant recorded | $ (9,366) | $ (27,767) | ||||
Total cash and cash equivalents and restricted cash | $ 64,401 | $ 286,968 | $ 379,897 | |||
Subsequent Event [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Total cash and cash equivalents and restricted cash | $ 45,000 | |||||
Subsequent Event [Member] | Senior Secured Term Loan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Note payable outstanding amount | $ 100,000 | |||||
Term Loan, Principal Payment | 130,000 | |||||
Net proceeds received | $ 98,600 | |||||
Term Loan Accrues Interest Rate | 14.40% | |||||
Total cash and cash equivalents and restricted cash | $ 12,500 | |||||
Warrants exercise price (in Dollars per share) | $ 7.50 | |||||
Number of common stock | 1.5 | |||||
Fair value of warrant recorded | $ 500 | |||||
Subsequent Event [Member] | 2019 Subordinated Term Loan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Pay off subordinated term loan | $ 4,500 | |||||
Accrued interest on subordinated term loan | 100 | |||||
Escrow account | $ 5,600 |