Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 10, 2023 | |
Document Information [Line Items] | ||
Entity Registrant Name | DANIMER SCIENTIFIC, INC. | |
Entity Central Index Key | 0001779020 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Securities Act File Number | 001-39280 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-1924518 | |
Entity Address, Address Line One | 140 Industrial Boulevard | |
Entity Address, City or Town | Bainbridge | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 39817 | |
City Area Code | 229 | |
Local Phone Number | 243-7075 | |
Title of 12(b) Security | Class A Common stock, $0.0001 par value per share | |
Trading Symbol | DNMR | |
Security Exchange Name | NYSE | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 101,938,376 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 101,991 | $ 62,792 |
Restricted cash, current | 17,613 | 0 |
Accounts receivable, net | 16,086 | 17,989 |
Other receivables, net | 1,561 | 1,635 |
Inventories, net | 31,745 | 32,743 |
Prepaid expenses and other current assets | 4,186 | 5,225 |
Contract assets, net | 5,312 | 4,687 |
Total current assets | 178,494 | 125,071 |
Property, plant and equipment, net | 455,132 | 453,949 |
Intangible assets, net | 80,115 | 80,941 |
Right-of-use assets | 19,147 | 19,028 |
Leverage loans receivable | 31,446 | 31,446 |
Restricted cash | 14,071 | 1,609 |
Other assets | 226 | 226 |
Total assets | 778,631 | 712,270 |
Current liabilities | ||
Accounts payable | 6,218 | 14,977 |
Accrued liabilities | 7,147 | 5,001 |
Deferred Revenue | 1,313 | 0 |
Current portion of lease liability | 3,337 | 3,337 |
Current portion of long-term debt, net | 6,719 | 1,972 |
Total current liabilities | 24,734 | 25,287 |
Private warrants liability | 1,328 | 212 |
Long-term lease liability, net | 22,036 | 22,114 |
Long-term debt, net | 373,484 | 286,398 |
Deferred income taxes | 107 | 200 |
Other long-term liabilities | 1,326 | 447 |
Total liabilities | 423,015 | 334,658 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized: 101,938,376 and 101,804,454 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 10 | 10 |
Additional paid-in capital | 690,893 | 676,250 |
Accumulated deficit | (335,287) | (298,648) |
Total stockholders’ equity | 355,616 | 377,612 |
Total liabilities and stockholders’ equity | $ 778,631 | $ 712,270 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | 101,938,376 | 101,804,454 |
Common Stock, Shares, Outstanding | 101,938,376 | 101,804,454 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue | $ 11,926 | $ 14,743 |
Costs and expenses: | ||
Cost of revenue | 18,209 | 16,065 |
Selling, general and administrative | 18,699 | 22,236 |
Research and development | 7,075 | 7,131 |
Loss on sale of assets | 170 | 0 |
Total costs and expenses | 44,153 | 45,432 |
Loss from operations | (32,227) | (30,689) |
Nonoperating income (expense): | ||
Gain (loss) on remeasurement of private warrants | (1,116) | 4,995 |
Interest, net | (3,386) | (992) |
Other, net | 0 | 9 |
Total nonoperating income (expenses) | (4,502) | 4,012 |
Loss before income taxes | (36,729) | (26,677) |
Income taxes | 90 | 291 |
Net income (loss) | $ (36,639) | $ (26,386) |
Net loss per share: | ||
Basic net loss per share | $ (0.36) | $ (0.26) |
Diluted net loss per share | $ (0.36) | $ (0.26) |
Basic - Weighted Average Number Of Shares Outstanding | 101,896,326 | 100,728,366 |
Diluted - Weighted Average Number Of Shares Outstanding | 101,896,326 | 100,728,366 |
Products | ||
Revenue: | ||
Total revenue | $ 11,096 | $ 13,216 |
Services | ||
Revenue: | ||
Total revenue | $ 830 | $ 1,527 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Total stockholders’ equity | $ 10 | $ 619,145 | $ (118,890) | |
Balance, beginning of period at Dec. 31, 2021 | 10 | 619,145 | (118,890) | |
Costs related to warrants | (55) | |||
Stock-based compensation expense | 13,750 | |||
Warrants issued with Senior Secured Term Loan | 0 | |||
Stock issued under stock compensation plan | 373 | |||
Issuance of common stock, net of issuance costs | 0 | |||
Shares retained for employee taxes | 0 | |||
Net income (loss) | $ (26,386) | (26,386) | ||
Balance, end of period at Mar. 31, 2022 | 487,947 | 10 | 633,213 | (145,276) |
Total stockholders’ equity | 487,947 | 10 | 633,213 | (145,276) |
Total stockholders’ equity | 377,612 | 10 | 676,250 | (298,648) |
Balance, beginning of period at Dec. 31, 2022 | 377,612 | 10 | 676,250 | (298,648) |
Costs related to warrants | 0 | |||
Stock-based compensation expense | 14,065 | |||
Warrants issued with Senior Secured Term Loan | 510 | |||
Stock issued under stock compensation plan | 129 | |||
Issuance of common stock, net of issuance costs | 0 | |||
Shares retained for employee taxes | (61) | |||
Net income (loss) | (36,639) | (36,639) | ||
Balance, end of period at Mar. 31, 2023 | 355,616 | 10 | 690,893 | (335,287) |
Total stockholders’ equity | $ 355,616 | $ 10 | $ 690,893 | $ (335,287) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (36,639) | $ (26,386) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Share-based compensation | 14,065 | 13,750 |
Depreciation and amortization | 7,579 | 4,259 |
Gain on remeasurement of private warrants | 1,116 | (4,995) |
Amortization of debt issuance costs and debt discounts | 828 | 572 |
Accounts receivable reserves | (519) | 595 |
Inventory reserves | 244 | 1,056 |
Deferred income taxes | (92) | (291) |
Amortization of right-of-use assets and lease liability | (196) | (77) |
Loss on disposal of assets | 170 | 0 |
Other | 0 | 17 |
Changes in operating assets and liabilities, net of effects of aquisitions: | ||
Accounts receivable, net | 2,422 | (2,272) |
Other receivables | 74 | 2,458 |
Inventories | 753 | (4,713) |
Prepaid expenses and other current assets | 1,039 | 678 |
Contract assets | (625) | (729) |
Other assets | 0 | (4) |
Accounts payable | (1,256) | 725 |
Accrued and other long-term liabilities | 2,981 | (1,923) |
Other long-term liabilities | 878 | (111) |
Unearned revenue and contract liabilities | 1,313 | (214) |
Net cash used in operating activities | (5,865) | (17,605) |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (16,400) | (58,902) |
Acquisition of Novomer, net of cash acquired | 0 | (14) |
Net cash used in investing activities | (16,400) | (58,916) |
Cash flows from financing activities | ||
Proceeds from long-term debt | 130,000 | 0 |
Cash paid for debt issuance costs | (33,035) | (196) |
Principal payments on long-term debt | (5,494) | (44) |
Proceeds from employee stock purchase plan | 129 | 209 |
Proceeds from exercise of stock options | 0 | 164 |
Employee taxes related to stock-based compensation | (61) | 0 |
Cost related to warrants | 0 | (55) |
Net cash provided by (used in) financing activities | 91,539 | 78 |
Net decrease in cash and cash equivalents and restricted cash | 69,274 | (76,443) |
Cash and cash equivalents and restricted cash | ||
Cash and cash equivalents and restricted cash-beginning of period | 64,401 | 286,968 |
Cash and cash equivalents and restricted cash-end of period | 133,675 | 210,525 |
Supplemental cash flow information: | ||
Cash paid for interest, net of interest capitalized | 2,942 | 420 |
Cash paid for operating leases | 929 | 885 |
Supplemental non-cash disclosure: | ||
Changes in accounts payable and accrued liabilities related to purchase of PP&E | (8,337) | 7,251 |
Warrants issued with Senior Secured Term Loan | $ 510 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation Description of Business Danimer Scientific, Inc., together with its subsidiaries (“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”). Financial Statements The accompanying condensed 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. GAAP requires us to make certain estimates and assumptions in recording assets, liabilities, sales and expenses as well as in the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 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 condensed consolidated financial statements, we have considered and, where appropriate, included the effects of the COVID-19 pandemic on our operations. The pandemic continues to provide significant challenges to the U.S. and global economies. We do no t have any material items of other comprehensive income (loss); accordingly, there is no difference between net loss and comprehensive (loss) income for the three month periods ended March 31, 2023 or 2022, so a separate Statement of Comprehensive Income (Loss) that would otherwise be required is not presented. 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 condensed consolidated financial statements. |
Fair Value Considerations
Fair Value Considerations | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Considerations [Abstract] | |
Fair Value Considerations | Note 2. 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; and 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. Additionally, our Senior Secured Term Loan approximates its fair value due to its recent issuance. The March 31, 2023 fair value of our Convertible Notes (See Note 11), based on trades made around that date, was approximately $ 85.5 million. We value our restricted stock and restricted stock units without market-based vesting provisions on the respective grant dates, at the closing price of a share of our common stock on the grant dates. We re-value our restricted stock units that include a cash settlement feature each month at the closing price of a share of our common stock on the last trading day of the month, or $ 3.45 at March 31, 2023. Level 2 We valued our restricted stock awards that contain a market-based vesting provision on the grant date 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 estimated for each potential outcome and these fair values are averaged to arrive at an overall fair value. Level 3 We value our stock options, including our ESPP (See Note 14), and Private Warrants (See Note 10) using the Black-Scholes option pricing model on the respective grant dates. We re-value the Private Warrants and any stock options with a cash-settlement feature each period end. Since our stock price history as a publicly traded company is shorter in duration than the expected lives of our options (other than ESPP), 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 each valuation date for durations equal to the expected lives of each instrument. We use the simplified method under Staff Accounting Bulletin Topic 14, defined as the mid-point between the vesting period and the contractual term for each option, to determine the expected lives of stock options and we use the remaining contractual life of the warrants as their expected life. The following table sets forth the calculated fair values and the associated ranges of values we used for period remeasurement and for new grants in our Black Scholes calculations for stock options, other than ESPP. March 31, Three Months Ended March 31, 2023 2023 2022 Share prices of our common stock $ 3.45 $ 2.58 - $ 3.45 $ 3.88 - $ 5.86 Expected volatilities 51.26 % 49.08 % - 53.51 % 44.22 % - 48.51 % Risk-free rates of return 4.22 % 4.04 % - 4.40 % 1.66 % - 2.39 % Expected option terms (years) 5.08 4.31 - 6.00 5.31 - 6.00 Calculated option values $ 1.03 $ 0.20 - $ 2.04 $ 0.69 - $ 3.44 The following table sets forth the fair values we calculated and the inputs we used in our Black Scholes models for Private Warrants. March 31, December 31, 2023 2022 Share prices of our common stock $ 3.45 $ 1.79 Expected volatilities 58.22 % 55.83 % Risk-free rates of return 3.84 % 4.13 % Expected warrant term (years) 2.75 3.00 Calculated Private Warrant values $ 0.34 $ 0.05 |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Note 3. Restricted Cash Restricted cash consists of cash with legal restrictions on its use. We have presented restricted cash separately from cash and cash equivalents as follows: March 31, December 31, (in thousands) 2023 2022 Restricted cash, current: Senior Secured Term Loan collateral reserve $ 12,000 $ - Subordinated Term Loan repayment escrow 5,613 - Total restricted cash, current $ 17,613 $ - Restricted cash, noncurrent Senior Secured Term Loan interest reserve $ 12,513 $ - New Market Tax Credit deposits 1,558 1,609 Total restricted cash, noncurrent $ 14,071 $ 1,609 Cash and cash equivalents $ 101,991 $ 62,792 Total cash and cash equivalents and restricted cash $ 133,675 $ 64,401 Senior Secured Term Loan collateral reserve represents the balance held in a restricted account until certain lender releases were obtained, as required by our Senior Secured Term Loan (see Note 11). We obtained these releases on April 28, 2023 and moved this cash to our unrestricted bank accounts as of that date. Subordinated Term Loan repayment escrow represents the balance held in escrow for the repayment of the remaining balance of our Subordinated Term Loan (see Note 11). On April 17, 2023, this escrow balance was applied against the Subordinated Term Loan outstanding balance and the debt was extinguished. Senior Secured Term Loan interest reserve represents the balance held in a restricted account for the payment of interest as it becomes due under the Senior Secured Term Loan. New Market Tax Credit deposits represent deposits required under our New Markets Tax Credit (See Note 11) arrangements for future interest and expense payments. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4. Inventories, net Inventories, net consisted of the following: March 31, December 31, (in thousands) 2023 2022 Raw materials $ 16,079 $ 19,964 Work in process 1,754 1,524 Finished goods and related items 13,912 11,255 Total inventories, net $ 31,745 $ 32,743 At March 31, 2023 and December 31, 2022, finished goods and related items included $ 6.3 million and $ 4.9 million, respectively, of finished neat PHA. Inventory at March 31, 2023 is stated net of reserves of $ 0.2 million related to interim assessments to reduce the carrying value of inventory to its fair value. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Note 5. Property, Plant and Equipment, net Property, plant and equipment, net, consisted of the following: March 31, December 31, (in thousands) Estimated Useful Life (Years) 2023 2022 Land and improvements 20 $ 92 $ 92 Leasehold improvements Shorter of useful life or lease term 110,164 109,805 Buildings 15 - 40 2,156 2,156 Machinery and equipment 5 - 20 181,447 180,846 Motor vehicles 7 - 10 921 921 Furniture and fixtures 7 - 10 474 473 Office equipment 3 - 10 6,597 5,976 Construction in progress N/A 204,513 198,545 506,364 498,814 Accumulated depreciation and amortization ( 51,232 ) ( 44,865 ) Property, plant and equipment, net $ 455,132 $ 453,949 We reported depreciation and amortization expense (including amortization of intangible assets) as follows: Three Months Ended March 31, (in thousands) 2023 2022 Cost of revenue $ 5,213 $ 2,227 Research and development 2,082 1,871 Selling, general and administrative 284 161 Total depreciation and amortization expense $ 7,579 $ 4,259 Construction in progress consists primarily of the early phases of construction of our PHA plant in Bainbridge, Georgia (“Greenfield Facility”) and construction of a Rinnovo pilot plant in Rochester, New York as noted in the table below. (in thousands) March 31, December 31, Georgia $ 197,128 $ 191,576 New York 5,345 4,959 Kentucky 2,040 2,010 $ 204,513 $ 198,545 We do not have expected in-service dates for our Greenfield Facility, since we have paused major construction. We expect to place our Rinnovo pilot plant in Rochester, New York in service in 2023. 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 includes gross capitalized interest of $ 14.7 million and $ 14.6 million as of March 31, 2023 and December 31, 2022, respectively. For the three months ended March 31, 2023 and 2022, interest costs of $ 0.1 million and $ 1.6 million, respectively, were capitalized to property, plant and equipment. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6. Intangible Assets Our recognized intangible assets consist of patents and the unpatented technological know-how of Danimer Catalytic Technologies. Our legacy patents were initially recorded at cost. The values of Danimer Catalytic Technologies’ patents and unpatented know-how are inseparable and represent their acquisition-date fair value, less subsequent amortization. We capitalize patent defense and application costs and amortize these costs 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 18.2 years. Intangible assets, net, consisted of the following: March 31, December 31, (in thousands) 2023 2022 Intangible assets, gross $ 94,668 $ 94,291 Less capitalized patent costs not yet subject to amortization ( 1,905 ) ( 1,604 ) Intangible assets subject to amortization, gross 92,763 92,687 Accumulated amortization ( 14,553 ) ( 13,350 ) Intangible assets subject to amortization, net 78,210 79,337 Total intangible assets, net $ 80,115 $ 80,941 Amortization expense was $ 1.2 million during each of the three months ended March 31, 2023 and 2022 and was included in research and development costs. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 7. Accrued Liabilities The components of accrued liabilities were as follows: March 31, December 31, (in thousands) 2023 2022 Accrued interest 2,405 134 Accrued legal, professional and consulting fees 1,667 443 Compensation and related expenses 984 1,305 Accrued taxes 871 669 Accrued utilities 378 415 Construction in progress accruals 239 1,089 Purchase accrual - 401 Other 603 545 Total accrued liabilities $ 7,147 $ 5,001 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8. Income Taxes We reported income tax benefits for the three months ended March 31, 2023 and 2022 of $ 0.1 million and $ 0.3 million, respectively. Our effective income tax rates were 0.2 % and 1.1 % for the three months ended March 31, 2023 and 2022, respectively. Our effective tax rates differed from the federal statutory rate of 21 % due to our valuation allowances against substantially all of our net deferred tax assets. In assessing the realizability of deferred income tax assets, we consider whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods at which time those temporary differences become deductible. In making valuation allowance determinations, we consider all available evidence, positive and negative, affecting specific deferred income tax assets, including the scheduled reversal of deferred income tax liabilities, projected future taxable income, the length of carry-back and carry-forward periods, and tax planning strategies in making this assessment. At March 31, 2023 we continued to maintain a partial valuation allowance against our net deferred income tax assets due to the uncertainty surrounding realization of such assets. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Operating Leases | Note 9. Leases The following table sets forth the allocation of our operating lease costs. Three Months Ended March 31, (in thousands) 2023 2022 Cost of revenue $ 581 $ 628 Selling, general and administrative 137 127 Research and development 76 132 Total operating lease cost $ 794 $ 887 We currently lease our facility in Winchester, Kentucky and certain facilities in Bainbridge, Georgia from a large, diversified commercial property REIT under an operating lease. As of December 31, 2022, the lease had a remaining term of 16 years. During the three months ended March 31, 2023, we concluded that it is reasonably certain that we will exercise our four, five-year extension options under the lease resulting in a twenty-year extension of the lease term. As a result, we remeasured the lease to include the extended lease term using an estimated incremental borrowing rate of 14.4 %, which resulted in a $ 0.1 million adjustment to our right-of-use asset and lease liability. |
Private Warrants
Private Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Text Block [Abstract] | |
Private Warrants | Note 10. Private Warrants At March 31, 2023 and December 31, 2022, there were 3,914,525 outstanding warrants to purchase shares of our common stock at an exercise price of $ 11.50 per share, subject to adjustments, which were privately placed prior to the Business Combination ( “Private Warrants” ). The Private Warrants have been exercisable since May 7, 2021 . On December 28, 2025 , any then outstanding Private Warrants will expire. The Private Warrants meet the definition of derivative instruments and are reported as liabilities at their fair values at each period end, with changes in the fair value of the Private Warrants recorded as a non-cash loss or gain. A rollforward of the Private Warrants liability is below. (in thousands) Balance at December 31, 2022 $ ( 212 ) Loss on remeasurement of private warrants ( 1,116 ) Balance at March 31, 2023 $ ( 1,328 ) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 11. Debt The components of long-term debt were as follows: March 31, December 31, (in thousands) 2023 2022 3.25 % Convertible Senior Notes $ 240,000 $ 240,000 Senior Secured Term Loan 130,000 - New Market Tax Credit Transactions 45,700 45,700 Subordinated Term Loan 5,613 10,205 Commercial Premium Finance Notes 969 1,828 Vehicle and Equipment Notes 373 366 Mortgage Notes 211 218 Total $ 422,866 $ 298,317 Less: Total unamortized debt issuance costs ( 42,663 ) ( 9,947 ) Less: Current maturities of long-term debt ( 6,719 ) ( 1,972 ) Total long-term debt $ 373,484 $ 286,398 3.25% Convertible Senior Notes On December 21, 2021, we issued $ 240 million principal amount of our 3.250 % Convertible Senior Notes due 2026 (“Convertible Notes”), subject to an indenture (“Indenture”). The Convertible Notes are our senior, unsecured obligations and accrue interest at a rate of 3.250 % per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. 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, which is subject to change, is approximately $ 10.79 per share of common stock. If certain liquidity conditions are met, we may redeem the Convertible Notes between December 19, 2024, and October 20, 2026. The Convertible Notes will mature on December 15, 2026. 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 are call options that permit us, at our option, to require the counterparties to deliver to us shares of our common stock. We may also net-settle the Capped Calls and receive cash instead of shares. We have not exercised any of the Capped Calls at March 31, 2023, and the Capped Calls expire on April 12, 2027 . Senior Secured Term Loan On March 17, 2023, we closed a $ 130 million principal amount senior secured term loan (“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 remain 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 stated 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 classification of $ 12.5 million in cash as restricted. The Senior Secured Term Loan contains various customary covenants; none of which are expected to have material impact on our liquidity or capital resources. In connection with the Senior Secured Term Loan, we also 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, and included this amount in equity at March 31, 2023. The Senior Secured Term Loan required us to maintain a minimum cash balance of $ 45 million, including $ 12 million held in a restricted account, until we received a consent from a NMTC lender. Following the April 28, 2023 consent release from certain NMTC lenders, the Senior Secured Term Loan is secured by substantially all of our assets, other than the assets of Danimer Catalytic Technologies and assets associated with the Greenfield Facility in Bainbridge, Georgia, and the restrictions associated with the $ 45 million were released. 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 Subordinated Term Loan provides for “springing” 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, and which do not apply as long as the borrowing subsidiary maintains an unrestricted cash deposit of at least $ 10 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. On April 17, 2023 and March 16, 2023, we paid $ 5.6 million and $ 4.6 million, respectively, of the Subordinated Term Loan principal and accrued interest, which repaid the entire balance of the loan. New Markets Tax Credit Transactions We entered into financing arrangements under the New Markets Tax Credit (“NMTC”) program with various unrelated third-party financial institutions (individually and collectively referred to as “Investors”), which then invest in certain "Investment Funds. In each of the financing arrangements, we loaned money to the Investment Funds. These loans of $ 31.4 million are recorded as leveraged loan receivables as of March 31, 2023 and December 31, 2022, respectively. Each Investment Fund then contributed the funds from our loan and the Investor’s investment to a special purpose entity, which then in turn loaned the contributed funds to a wholly owned subsidiary of the Company. We believe these borrowings, and our related loans to the Investment Funds, will be forgiven in 2026 and 2029. Commercial Premium Finance Notes In June 2022 and December 2022, we entered into financing agreements related to the premiums of certain insurance policies. Each of these notes have a one year term and bear interest at 3.99 % and 6.74 %, respectively. Vehicle and Equipment Notes We have thirteen vehicle and equipment notes outstanding at March 31, 2023, 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 % with maturity dates in October 2023 and March 2025 . Cash Maturities As of March 31, 2023, the future cash maturities of long-term debt are as follows: (in thousands) Amount As of March 31, 2023 2023 $ 6,719 2024 104 2025 250 2026 261,071 2027 130,014 Thereafter 24,708 Total future maturities $ 422,866 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Equity | Note 12. Equity Common Stock The following table summarizes the common stock activity for the three months ended March 31, 2023 and 2022, respectively. Three Months Ended March 31, 2023 2022 Balance, beginning of period 101,804,454 100,687,820 Issuance of common stock 133,922 72,395 Balance, end of period 101,938,376 100,760,215 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 March 31, 2023 and December 31, 2022, no shares of preferred stock were issued or outstanding. Non-Plan Legacy Danimer Options 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 of these options remaining outstanding at March 31, 2023 and 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. (“Manager”), under which we may issue and sell shares of our 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 March 31, 2023, $ 99.1 million remains available for distribution under the Equity Distribution Agreement. Anti-dilutive Instruments The following table summarizes the instruments excluded from the calculations of diluted shares outstanding because the effect of including them would have been anti-dilutive. Three Months Ended March 31, 2023 2022 Convertible debt 22,250,040 22,250,040 Employee stock options 12,044,231 11,227,250 Private Warrants 3,914,525 3,914,525 Restricted shares and RSUs 2,142,515 2,671,482 Senior Secured Term Loan Warrants 1,500,000 - Performance shares 127,770 50,251 Legacy Danimer options 125,489 125,489 Total excluded instruments 42,104,570 40,239,037 Senior Secured Term Loan Warrants On March 17, 2023, we issued warrants to purchase 1.5 million shares of our common stock for $ 7.50 per share in connection with the Senior Secured Term Loan. These warrants were accounted for as an equity arrangement and were included in additional paid-in-capital at March 31, 2023. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 13. Revenue We evaluate financial performance and make resource allocation decisions based upon the results of our single operating and reportable segment; however, we believe presenting revenue split between our primary revenue streams of products and services best depicts how the nature, amount, timing and certainty of our net sales and cash flows are affected by economic factors. We generally produce and sell finished products, for which we recognize revenue upon shipment. We provide for expected returns based on historical experience and future outlook. There are no forms of variable consideration such as discounts, rebates, or volume discounts that we estimate to reduce our transaction price. 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 the three months ended March 31, 2023 and 2022, we charge d $ 0.1 million and $ 0.2 million, respectively, of fulfillment costs to cost of revenue. At March 31, 2023 and December 31, 2022 we had recorded gross contract assets of $ 3.6 million and $ 3.4 million, respectively, related to these fulfillment costs. Our research and development (“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. March 31, 2023 December 31, 2022 (in thousands) Contract Assets Contract Liabilities Contract Assets Contract Liabilities Beginning balance $ 2,765 $ - $ 2,128 $ ( 214 ) Revenue recognized 589 - 3,446 2,364 Consideration received - - ( 1,594 ) ( 2,150 ) Reserves recorded - - ( 1,215 ) - Ending balance $ 3,354 $ - $ 2,765 $ - Disaggregated Revenues Revenue by geographic areas is based on the location of the customer. The following table is a summary of revenue information by major geographic area. Three Months Ended March 31, (in thousands) 2023 2022 Domestic $ 10,274 $ 10,828 Germany 1,118 2,689 Belgium 199 528 All other countries 335 698 Total revenues $ 11,926 $ 14,743 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 14. 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”). We also have outstanding employee and director stock options that were issued prior to the Business Combination under legacy stock plans. The 2020 Incentive Plan provides for the grant of stock options, stock appreciation rights, and full value awards. Full value awards include restricted stock, restricted stock units, deferred stock units, performance stock and performance stock units. On March 31, 2023 and December 31, 2022, 1,430,968 shares and 1,689,744 shares, respectively, of our common stock remained authorized for issuance with respect to awards under the 2020 Incentive Plan. The 2020 ESPP provides for the sale of our common stock to our employees through payroll withholding at a discount of 15 % from the lower of the closing price of our common stock on the first or last day of each biannual offering period. Up to 2,571,737 shares of our common stock were authorized to be issued under this plan, and we issued 85,146 shares during the three months ended March 31, 2023 resulting in 163,314 shares issued since plan inception. These share pool limits are subject to adjustment in the event of a stock split, stock dividend or other changes in our capitalization. The following table sets forth the allocation of our stock-based compensation expense. Three Months Ended March 31, (in thousands) 2023 2022 Cost of revenue $ 2 $ 29 Selling, general and administrative 13,318 11,866 Research and development 1,623 1,805 Total stock-based compensation $ 14,943 $ 13,700 Service-based Restricted Stock and RSUs The following table summarizes our service-based restricted stock and RSU activity in the current quarter. Number of Shares Weighted Average Grant-Date Balance, December 31, 2022 691,448 $ 28.51 Granted 6,250 $ 2.62 Vested ( 73,023 ) $ 5.86 Balance, March 31, 2023 624,675 $ 37.09 We recognize the compensation expense for these shares on a straight-line basis from the grant date through the relevant vesting dates, which range from one to three years. We recognized $ 4.5 million and $ 4.7 million of expense related to these awards during the three months ended March 31, 2023 and 2022, respectively. Market-based Restricted Stock During 2021, we 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 $ 4.7 million and $ 4.6 million of expense during the three months ended March 31, 2023 and 2022, respectively, and all of these shares remained outstanding at March 31, 2023. Performance-based Restricted Stock Units On February 28, 2023, we awarded 462,519 shares of restricted stock with performance conditions. These shares are unvested until attainment of performance targets defined in the grant agreement as follows: • 50% of the shares are subject to a total PHA revenue metric based on 2025 financial results. 50% of these shares vest if total PHA revenue is $177 million, 100% vest if total PHA revenue is $202 million or higher, with prorated vesting between $ 177 million and $ 202 million . • 50% of the shares are subject to an Adjusted EBITDA Metric based on 2025 financial results. 50% of these shares vest if Adjusted EBITDA is $36 million, 100% vest if Adjusted EBITDA is $44 million or higher, with prorated vesting between $ 36 million and $ 44 million. On March 31, 2022, we awarded 489,949 shares of restricted stock with performance conditions. These shares are unvested until attainment of performance targets defined in the grant agreement as follows: • 30% of the shares are subject to a 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 shares of restricted stock with performance conditions. These shares are unvested until attainment of performance targets defined in the grant agreement as follows: • 30% of the shares are subject to a return on equity "ROE" metric based on 2023 financial results. 50% of these shares vest if ROE is 5%, 100% vest if ROE is 9% or higher, with prorated vesting between 5 % and 9 %. • 3 0% of the shares are subject to an EBITDA Metric based on 2023 financial results. 50% of these shares vest if EBITDA is $ 45 million, 100% vest if EBITDA is $ 65 million or higher, with prorated vesting between $ 45 million and $ 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, 50% of the shares vest if capacity is 75 million pounds, 100% vest if capacity is 90 million pounds or higher, with prorated vesting between 75 million pounds and 90 million pounds. In addition to these performance conditions, vesting of certain of these shares are 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, 920,641 of the 1,048,411 outstanding performance shares must be settled in cash as calculated using the price of our common stock on the vesting date. Due to this cash settlement feature, certain performance shares are accounted for as a liability. During the quarter ended March 31, 2023, we recognized expense of $ 0.3 million, included in selling, general and administrative expenses, and recorded a long-term liability of $ 0.5 million. Those certain performance shares are marked to market using the price of our common stock with a life-to-date adjustment. 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, March 2025 and February 2026, respectively. We are currently assuming 100% attainment of our 2024 and 2025 metrics and 0% attainment of our 2023 metrics. As a result, we have reversed all expense associated with the July 23, 2021 award. All of these performance shares remained outstanding at March 31, 2023. Stock Options A summary of stock option activity under our equity plans for the three months ended March 31, 2023 follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance, December 31, 2022 11,844,644 $ 14.23 6.71 $ - Granted 204,254 $ 2.58 Forfeited ( 4,667 ) Balance, March 31, 2023 12,044,231 $ 14.04 6.48 $ 852,617 Exercisable 4,497,424 $ 4.85 4.04 $ 679,266 Vested and expected to vest 12,044,231 $ 14.04 6.48 $ 852,617 The aggregate intrinsic values are calculated as the difference between the exercise price of the indicated stock options and the fair value of our common stock on March 31, 2023. In addition to the stock options granted under our equity plans, during the quarters ended March 31, 2023 and 2022, we granted 1,050,000 and 972,222 stock options, respectively, that contained a cash-settlement feature if adequate shares were not available to settle the award by the vesting dates. For the three months ended March 31, 2023 and 2022, we recognized expense of $ 0.6 million and recorded a long-term liability of $ 0.8 million related to these stock options. The weighted average grant-date fair values of options granted during the three month periods ended March 31, 2023 and 2022, were $ 1.17 and $ 1.77 , respectively. As of March 31, 2023, there was $ 49.2 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 1.9 years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. Commitments and Contingencies Commitments In connection with our 2007 acquisition of certain intellectual property, we agreed to pay royalties to Procter & Gamble upon production and sale of PHA. The royalty is $ 0.05 per pound for the first 500 million pounds of PHA sold and decreases to $ 0.025 per pound for cumulative sales in excess of that amount until the underlying patents expire. On March 17, 2023, we terminated this royalty agreement. We retained all intellectual property associated with the agreement. We forfeited all prepaid royalties as part of this termination and recorded a loss on forfeiture of $ 0.5 million for the three months ended March 31, 2023. 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 March 31, 2023. 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 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 so-called “de-SPAC” transactions in the past several years, including us. In the ordinary course of business, we may be a party to various other legal proceedings from time to time. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 16. Subsequent Events Senior Secured Term Loan On April 28, 2023, we received releases from certain NMTC lenders related to the Senior Secured Term Loan, which released the requirement for us to hold $ 12 million in a restricted bank account and which caused the lender under the Senior Secured Term Loan to exchange its collateral claim on the intangible assets associated with Danimer Catalytic Technologies within 90 days of the consent for an immediate collateral claim on the assets at our Winchester, Kentucky plant. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Restricted Cash and Cash Equivalents | March 31, December 31, (in thousands) 2023 2022 Restricted cash, current: Senior Secured Term Loan collateral reserve $ 12,000 $ - Subordinated Term Loan repayment escrow 5,613 - Total restricted cash, current $ 17,613 $ - Restricted cash, noncurrent Senior Secured Term Loan interest reserve $ 12,513 $ - New Market Tax Credit deposits 1,558 1,609 Total restricted cash, noncurrent $ 14,071 $ 1,609 Cash and cash equivalents $ 101,991 $ 62,792 Total cash and cash equivalents and restricted cash $ 133,675 $ 64,401 |
Fair Value Considerations (Tabl
Fair Value Considerations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Considerations [Abstract] | |
Schedule of ranges of values used and fair value determined | The following table sets forth the calculated fair values and the associated ranges of values we used for period remeasurement and for new grants in our Black Scholes calculations for stock options, other than ESPP. March 31, Three Months Ended March 31, 2023 2023 2022 Share prices of our common stock $ 3.45 $ 2.58 - $ 3.45 $ 3.88 - $ 5.86 Expected volatilities 51.26 % 49.08 % - 53.51 % 44.22 % - 48.51 % Risk-free rates of return 4.22 % 4.04 % - 4.40 % 1.66 % - 2.39 % Expected option terms (years) 5.08 4.31 - 6.00 5.31 - 6.00 Calculated option values $ 1.03 $ 0.20 - $ 2.04 $ 0.69 - $ 3.44 The following table sets forth the fair values we calculated and the inputs we used in our Black Scholes models for Private Warrants. March 31, December 31, 2023 2022 Share prices of our common stock $ 3.45 $ 1.79 Expected volatilities 58.22 % 55.83 % Risk-free rates of return 3.84 % 4.13 % Expected warrant term (years) 2.75 3.00 Calculated Private Warrant values $ 0.34 $ 0.05 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories, net consisted of the following: March 31, December 31, (in thousands) 2023 2022 Raw materials $ 16,079 $ 19,964 Work in process 1,754 1,524 Finished goods and related items 13,912 11,255 Total inventories, net $ 31,745 $ 32,743 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, plant, and equipment, net | Property, plant and equipment, net, consisted of the following: March 31, December 31, (in thousands) Estimated Useful Life (Years) 2023 2022 Land and improvements 20 $ 92 $ 92 Leasehold improvements Shorter of useful life or lease term 110,164 109,805 Buildings 15 - 40 2,156 2,156 Machinery and equipment 5 - 20 181,447 180,846 Motor vehicles 7 - 10 921 921 Furniture and fixtures 7 - 10 474 473 Office equipment 3 - 10 6,597 5,976 Construction in progress N/A 204,513 198,545 506,364 498,814 Accumulated depreciation and amortization ( 51,232 ) ( 44,865 ) Property, plant and equipment, net $ 455,132 $ 453,949 |
Schedule of depreciation and amortization expense | We reported depreciation and amortization expense (including amortization of intangible assets) as follows: Three Months Ended March 31, (in thousands) 2023 2022 Cost of revenue $ 5,213 $ 2,227 Research and development 2,082 1,871 Selling, general and administrative 284 161 Total depreciation and amortization expense $ 7,579 $ 4,259 |
Schedule of Construction in Progress | Construction in progress consists primarily of the early phases of construction of our PHA plant in Bainbridge, Georgia (“Greenfield Facility”) and construction of a Rinnovo pilot plant in Rochester, New York as noted in the table below. (in thousands) March 31, December 31, Georgia $ 197,128 $ 191,576 New York 5,345 4,959 Kentucky 2,040 2,010 $ 204,513 $ 198,545 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets net | Intangible assets, net, consisted of the following: March 31, December 31, (in thousands) 2023 2022 Intangible assets, gross $ 94,668 $ 94,291 Less capitalized patent costs not yet subject to amortization ( 1,905 ) ( 1,604 ) Intangible assets subject to amortization, gross 92,763 92,687 Accumulated amortization ( 14,553 ) ( 13,350 ) Intangible assets subject to amortization, net 78,210 79,337 Total intangible assets, net $ 80,115 $ 80,941 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | The components of accrued liabilities were as follows: March 31, December 31, (in thousands) 2023 2022 Accrued interest 2,405 134 Accrued legal, professional and consulting fees 1,667 443 Compensation and related expenses 984 1,305 Accrued taxes 871 669 Accrued utilities 378 415 Construction in progress accruals 239 1,089 Purchase accrual - 401 Other 603 545 Total accrued liabilities $ 7,147 $ 5,001 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Schedule of operating lease costs | The following table sets forth the allocation of our operating lease costs. Three Months Ended March 31, (in thousands) 2023 2022 Cost of revenue $ 581 $ 628 Selling, general and administrative 137 127 Research and development 76 132 Total operating lease cost $ 794 $ 887 We currently lease our facility in Winchester, Kentucky and certain facilities in Bainbridge, Georgia from a large, diversified commercial property REIT under an operating lease. As of December 31, 2022, the lease had a remaining term of 16 years. During the three months ended March 31, 2023, we concluded that it is reasonably certain that we will exercise our four, five-year extension options under the lease resulting in a twenty-year extension of the lease term. As a result, we remeasured the lease to include the extended lease term using an estimated incremental borrowing rate of 14.4 %, which resulted in a $ 0.1 million adjustment to our right-of-use asset and lease liability. |
Private Warrants (Tables)
Private Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | |
Schedule of private warrant liability | A rollforward of the Private Warrants liability is below. (in thousands) Balance at December 31, 2022 $ ( 212 ) Loss on remeasurement of private warrants ( 1,116 ) Balance at March 31, 2023 $ ( 1,328 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The components of long-term debt were as follows: March 31, December 31, (in thousands) 2023 2022 3.25 % Convertible Senior Notes $ 240,000 $ 240,000 Senior Secured Term Loan 130,000 - New Market Tax Credit Transactions 45,700 45,700 Subordinated Term Loan 5,613 10,205 Commercial Premium Finance Notes 969 1,828 Vehicle and Equipment Notes 373 366 Mortgage Notes 211 218 Total $ 422,866 $ 298,317 Less: Total unamortized debt issuance costs ( 42,663 ) ( 9,947 ) Less: Current maturities of long-term debt ( 6,719 ) ( 1,972 ) Total long-term debt $ 373,484 $ 286,398 |
Schedule of future maturities of long-term debt | As of March 31, 2023, the future cash maturities of long-term debt are as follows: (in thousands) Amount As of March 31, 2023 2023 $ 6,719 2024 104 2025 250 2026 261,071 2027 130,014 Thereafter 24,708 Total future maturities $ 422,866 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Summary of the common stock activity | The following table summarizes the common stock activity for the three months ended March 31, 2023 and 2022, respectively. Three Months Ended March 31, 2023 2022 Balance, beginning of period 101,804,454 100,687,820 Issuance of common stock 133,922 72,395 Balance, end of period 101,938,376 100,760,215 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 March 31, 2023 and December 31, 2022, no shares of preferred stock were issued or outstanding. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes the instruments excluded from the calculations of diluted shares outstanding because the effect of including them would have been anti-dilutive. Three Months Ended March 31, 2023 2022 Convertible debt 22,250,040 22,250,040 Employee stock options 12,044,231 11,227,250 Private Warrants 3,914,525 3,914,525 Restricted shares and RSUs 2,142,515 2,671,482 Senior Secured Term Loan Warrants 1,500,000 - Performance shares 127,770 50,251 Legacy Danimer options 125,489 125,489 Total excluded instruments 42,104,570 40,239,037 Senior Secured Term Loan Warrants On March 17, 2023, we issued warrants to purchase 1.5 million shares of our common stock for $ 7.50 per share in connection with the Senior Secured Term Loan. These warrants were accounted for as an equity arrangement and were included in additional paid-in-capital at March 31, 2023. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Disaggregation of Revenue [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. March 31, 2023 December 31, 2022 (in thousands) Contract Assets Contract Liabilities Contract Assets Contract Liabilities Beginning balance $ 2,765 $ - $ 2,128 $ ( 214 ) Revenue recognized 589 - 3,446 2,364 Consideration received - - ( 1,594 ) ( 2,150 ) Reserves recorded - - ( 1,215 ) - Ending balance $ 3,354 $ - $ 2,765 $ - |
Schedule of revenue information by major geographic area | Revenue by geographic areas is based on the location of the customer. The following table is a summary of revenue information by major geographic area. Three Months Ended March 31, (in thousands) 2023 2022 Domestic $ 10,274 $ 10,828 Germany 1,118 2,689 Belgium 199 528 All other countries 335 698 Total revenues $ 11,926 $ 14,743 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity under our equity plans | A summary of stock option activity under our equity plans for the three months ended March 31, 2023 follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance, December 31, 2022 11,844,644 $ 14.23 6.71 $ - Granted 204,254 $ 2.58 Forfeited ( 4,667 ) Balance, March 31, 2023 12,044,231 $ 14.04 6.48 $ 852,617 Exercisable 4,497,424 $ 4.85 4.04 $ 679,266 Vested and expected to vest 12,044,231 $ 14.04 6.48 $ 852,617 |
Schedule of share based compensation activity | The following table sets forth the allocation of our stock-based compensation expense. Three Months Ended March 31, (in thousands) 2023 2022 Cost of revenue $ 2 $ 29 Selling, general and administrative 13,318 11,866 Research and development 1,623 1,805 Total stock-based compensation $ 14,943 $ 13,700 |
Schedule of option award on the date of grant using the Black-Scholes option | The following table summarizes our service-based restricted stock and RSU activity in the current quarter. Number of Shares Weighted Average Grant-Date Balance, December 31, 2022 691,448 $ 28.51 Granted 6,250 $ 2.62 Vested ( 73,023 ) $ 5.86 Balance, March 31, 2023 624,675 $ 37.09 |
Basis of Presentation (Addition
Basis of Presentation (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Description of Business and Basis of Presentation (Details) [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Net loss and comprehensive (loss) income | $ 0 | $ 0 |
Business Combination (Additiona
Business Combination (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Combination (Details) [Line Items] | |||
Net loss | $ (36,639) | $ (26,386) | |
Right-of-use assets | $ 19,147 | $ 19,028 |
Fair Value Considerations (Addi
Fair Value Considerations (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average grant-date fair value of options granted (in Dollars per share) | $ 1.17 | $ 1.77 |
Fair value of convertible debt | $ 85.5 | |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Remaining stock, closing price | $ 3.45 | |
Weighted average grant-date fair value of options granted (in Dollars per share) | $ 5.86 |
Fair Value Considerations - Sch
Fair Value Considerations - Schedule of ranges of values used and fair value determined (Details) - Black-Scholes [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Stock Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share prices of our common stock | $ 3.45 | ||
Expected volatility | 51.26% | ||
Expected Volatility Rate, Maximum | 53.51% | 48.51% | |
Expected Volatility Rate, Minimum | 49.08% | 44.22% | |
Risk-free rate of return | 4.22% | ||
Risk Free Interest Rate, Maximum | 4.40% | 2.39% | |
Risk Free Interest Rate, Minimum | 4.04% | 1.66% | |
Expected term (years) | 5 years 29 days | ||
Stock Option [Member] | Danimer Black Sholes [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Calculated option values, Minimum | $ 1.03 | ||
Stock Option [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share prices of our common stock | $ 3.45 | $ 5.86 | |
Expected term (years) | 6 years | 6 years | |
Stock Option [Member] | Maximum [Member] | Danimer Black Sholes [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Calculated option values, Maximum | $ 2.04 | $ 3.44 | |
Stock Option [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share prices of our common stock | $ 2.58 | $ 3.88 | |
Expected term (years) | 4 years 3 months 21 days | 5 years 3 months 21 days | |
Stock Option [Member] | Minimum [Member] | Danimer Black Sholes [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Calculated option values, Minimum | $ 0.20 | $ 0.69 | |
Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share prices of our common stock | $ 3.45 | $ 1.79 | |
Expected volatility | 58.22% | 55.83% | |
Expected Volatility Rate, Minimum | 3.84% | ||
Risk-free rate of return | 4.13% | ||
Expected term (years) | 2 years 9 months | 3 years | |
Warrant [Member] | Danimer Black Sholes [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value determined per warrant | $ 0.34 | $ 0.05 |
Restricted Cash - Schedule of R
Restricted Cash - Schedule of Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Total restricted cash, current | $ 17,613 | $ 0 | ||
Total restricted cash, noncurrent | 14,071 | 1,609 | ||
Cash and cash equivalents | 101,991 | 62,792 | ||
Total cash and cash equivalents and restricted cash | 133,675 | 64,401 | $ 210,525 | $ 286,968 |
Senior Secured Term Loan Collateral Reserve [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Total restricted cash, current | 12,000 | 0 | ||
Subordinated Term Loan Repayment Escrow [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Total restricted cash, current | 5,613 | 0 | ||
Senior Secured Term Loan Interest Reserve [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Total restricted cash, noncurrent | 12,513 | 0 | ||
New Market Tax Credit Deposits [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Total restricted cash, noncurrent | $ 1,558 | $ 1,609 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventory - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of inventory [Abstract] | ||
Raw materials | $ 16,079 | $ 19,964 |
Work in progress | 1,754 | 1,524 |
Finished goods and related items | 13,912 | 11,255 |
Total inventories, net | $ 31,745 | $ 32,743 |
Inventories (Additional Informa
Inventories (Additional Information) (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Finished neat PHA included in finished goods | $ 6.3 | $ 4.9 |
Inventory reserves fair value | $ 0.2 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - Schedule of Property, plant, and equipment, net - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 506,364 | $ 498,814 |
Accumulated depreciation and amortization | (51,232) | (44,865) |
Property, plant and equipment, net | $ 455,132 | 453,949 |
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 | $ 110,164 | 109,805 |
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 | $ 181,447 | 180,846 |
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 | 921 |
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 | $ 474 | 473 |
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 | $ 6,597 | 5,976 |
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 | $ 204,513 | $ 198,545 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of depreciation and amortization expense - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Total depreciation and amortization expense | $ 7,579 | $ 4,259 |
Cost of revenue [Member] | ||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Total depreciation and amortization expense | 5,213 | 2,227 |
Selling, general, and administrative [Member] | ||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Total depreciation and amortization expense | 284 | 161 |
Research & development [Member] | ||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Total depreciation and amortization expense | $ 2,082 | $ 1,871 |
Property, Plant and Equipment -
Property, Plant and Equipment - construction in prog (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment, Gross [Abstract] | ||
Construction in Progress, Gross | $ 204,513 | $ 198,545 |
Georgia Member | ||
Property, Plant and Equipment, Gross [Abstract] | ||
Construction in Progress, Gross | 197,128 | 191,576 |
New York Member | ||
Property, Plant and Equipment, Gross [Abstract] | ||
Construction in Progress, Gross | 5,345 | 4,959 |
Kentucky Member | ||
Property, Plant and Equipment, Gross [Abstract] | ||
Construction in Progress, Gross | $ 2,040 | $ 2,010 |
Property, Plant and Equipment_4
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||
Property, plant, and equipment includes capitalized interest | $ 14.7 | $ 14.6 | |
Property, plant and equipment interest costs | $ 0.1 | $ 1.6 |
Intangible Assets (Additional I
Intangible Assets (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 18 years 2 months 12 days | |
Amortization expense | $ 1.2 | $ 1.2 |
Patents [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 20 years | |
Patents [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 13 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of intangible assets net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets, gross | $ 94,668 | $ 94,291 |
Less capitalized patent costs not yet subject to amortization | (1,905) | (1,604) |
Intangible assets subject to amortization, gross | 92,763 | 92,687 |
Accumulated amortization | (14,553) | (13,350) |
Intangible assets subject to amortization, net | 78,210 | 79,337 |
Total intagible assets, net | $ 80,115 | $ 80,941 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of accrued liabilities [Abstract] | ||
Accrued interest | $ 2,405 | $ 134 |
Accrued legal, professional and consulting fees | 1,667 | 443 |
Compensation and related expenses | 984 | 1,305 |
Accrued taxes | 871 | 669 |
Accrued utilities | 378 | 415 |
Construction in progress accruals | 239 | 1,089 |
Purchase accrual | 0 | 401 |
Other | 603 | 545 |
Total accrued liabilities | $ 7,147 | $ 5,001 |
New Markets Tax Credit Transact
New Markets Tax Credit Transactions (Details) | Jun. 30, 2022 |
Debt Instrument [Line Items] | |
Interest rate | 3.99% |
Income Taxes (Additional Inform
Income Taxes (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Deferred income taxes | $ (92) | $ (291) |
Income taxes | $ 90 | $ 291 |
Effective tax rates | 0.20% | 1.10% |
Statutory rate | 21% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Operating Lease, Liability [Abstract] | ||
Remaining Lease Term | 16 years | |
Incremental borrowing rate percentage | 14.40% | |
Right-of-use assets | $ 19,147 | $ 19,028 |
Adjustment to our right-of use assets and lease liability. | $ 100 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating lease costs - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Total operating lease cost | $ 794 | $ 887 |
Cost of revenue [Member] | ||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Total operating lease cost | 581 | 628 |
Selling, general and administrative [Member] | ||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Total operating lease cost | 137 | 127 |
Research and development [Member] | ||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Total operating lease cost | $ 76 | $ 132 |
Private Warrants (Details)
Private Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 3,914,525 | 3,914,525 |
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | May 07, 2021 | |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant price per share | $ 11.50 | $ 11.50 |
Warrants and Rights Outstanding, Maturity Date | Dec. 28, 2025 |
Private Warrants - Summary of R
Private Warrants - Summary of Rollforward of Private Warrants Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Balance | $ (212) | |
Gain on remeasurement of private warrants | 1,116 | $ (4,995) |
Balance | (1,328) | |
Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Balance | (212) | |
Gain on remeasurement of private warrants | (1,116) | |
Balance | $ (1,328) |
Debt (Details) - Schedule of lo
Debt (Details) - Schedule of long-term debt - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | $ 422,866 | $ 298,317 |
Less: Total unamortized debt issuance costs | (42,663) | (9,947) |
Less: Current maturities of debt issuance costs | (6,719) | (1,972) |
Total long-term debt | 373,484 | 286,398 |
Senior Secured Term Loan [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 130,000 | |
Subordinated Term Loan [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 5,613 | 10,205 |
NMTC Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 45,700 | 45,700 |
Convertible Debt Note [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 240,000 | 240,000 |
Vehicle and Equipment Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 373 | 366 |
Mortgage Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 211 | 218 |
Commercial Premium Finance Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | $ 969 | $ 1,828 |
Debt Schedule of long-term debt
Debt Schedule of long-term debt - Parenthetical (Details) | Mar. 31, 2023 | Jun. 30, 2022 |
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Interest rate | 3.99% | |
Convertible Debt Note [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Interest rate | 3.25% |
Debt (Details)
Debt (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||||||
Apr. 17, 2023 USD ($) | Mar. 17, 2023 USD ($) $ / shares shares | Mar. 16, 2023 USD ($) | Dec. 21, 2021 USD ($) | Dec. 16, 2021 USD ($) | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) Numbers shares | Dec. 31, 2022 USD ($) | Jun. 30, 2022 | Dec. 31, 2021 USD ($) $ / shares | Mar. 31, 2019 USD ($) | |
Long-Term Debt (Details) [Line Items] | |||||||||||
Repayments of subordinated debt | $ 4,600 | ||||||||||
Convertible senior notes due year | 2026 | ||||||||||
Accrued interest | $ 2,405 | $ 134 | |||||||||
Unrestricted cash on deposit | 101,991 | 62,792 | |||||||||
Leverage loans receivable | 31,446 | 31,446 | |||||||||
Minimum cash required | 133,675 | $ 210,525 | 64,401 | $ 286,968 | |||||||
Fair value of warrants | $ 1,116 | $ (4,995) | |||||||||
Shares issued, shares | shares | 133,922 | 72,395 | |||||||||
Interest rate | 3.99% | ||||||||||
Restricted cash | $ 101,991 | $ 62,792 | |||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 10.79 | ||||||||||
Subsequent Event [Member] | |||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||
Repayments of subordinated debt | $ 5,600 | ||||||||||
2019 Term Loan [Member] | |||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||
Maturity date | Feb. 13, 2024 | ||||||||||
Subordinated term loan | $ 10,000 | ||||||||||
Senior Notes [Member] | |||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||
Convertible senior notes issued | $ 240,000 | ||||||||||
Interest rate | 3.25% | ||||||||||
Senior Secured Term Loan [Member] | |||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||
Principal amount | $ 130,000 | ||||||||||
Fair value of warrants | $ 500 | ||||||||||
Warrant price per share | $ / shares | $ 7.50 | ||||||||||
Senior secured term loan, minimum cash balance | $ 45,000 | ||||||||||
Senior Secured Term Loan, restricted account | 12,000 | ||||||||||
Senior Secured Term Loan, restrictions released | $ 45,000 | ||||||||||
Shares issued, shares | shares | 1,500,000 | ||||||||||
Interest rate | 14.40% | ||||||||||
Restricted cash | $ 12,500 | ||||||||||
Proceeds from loan | 98,600 | ||||||||||
Note payable outstanding amount | $ 100,000 | ||||||||||
Subordinated Term Loan [Member] | |||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||
Unrestricted cash on deposit | $ 10,000 | ||||||||||
Commercial Premium Finance Note [Member] | |||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||
Interest rate | 6.74% | ||||||||||
Convertible Debt Note [Member] | |||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||
Interest rate | 3.25% | ||||||||||
Mortgage Notes [Member] | |||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||
Number Of Notes | Numbers | 2 | ||||||||||
Debt instrument, maturity date, description | These notes bear interest at 6.5% and 5.25% with maturity dates in October 2023 and March 2025 | ||||||||||
Minimum [Member] | Mortgage Notes [Member] | |||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||
Interest rate | 5.25% | ||||||||||
Minimum [Member] | Vehicle and Equipment Notes [Member] | |||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||
Interest rate | 4.39% | ||||||||||
Maximum [Member] | Mortgage Notes [Member] | |||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||
Interest rate | 6.50% | ||||||||||
Maximum [Member] | Vehicle and Equipment Notes [Member] | |||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||
Interest rate | 6.32% | ||||||||||
Capped Call Options [Member] | |||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||
Purchase of capped call options | $ 35,000 | ||||||||||
Capped calls expire date | Apr. 12, 2027 |
Debt - Schedule of future matur
Debt - Schedule of future maturities of long-term debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of future maturities of long-term debt [Abstract] | ||
2023 | $ 6,719 | |
2024 | 104 | |
2025 | 250 | |
2026 | 261,071 | |
2027 | 130,014 | |
Thereafter | 24,708 | |
Total | $ 422,866 | $ 298,317 |
Equity - Summary of the common
Equity - Summary of the common stock activity (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Balance, beginning of period | 101,804,454 | 100,687,820 |
Shares issued, shares | 133,922 | 72,395 |
Balance, end of period | 101,938,376 | 100,760,215 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 17, 2023 | Dec. 29, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2016 | Sep. 07, 2022 | |
Stockholders' Equity (Details) [Line Items] | |||||||
Preferred stock, authorized (in Shares) | 10,000,000 | ||||||
Preferred share, par value | $ 0.0001 | ||||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Preferred stock, shares issued | 0 | 0 | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||
Outstanding warrants (in Shares) | 3,914,525 | 3,914,525 | |||||
Options issued | 204,254 | ||||||
Number of shares, exercised | (125,489) | (125,489) | |||||
Legacy Danimer options | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Options issued | 208,183 | ||||||
Weighted Average Exercise Price of per share (in Dollars per share) | $ 30 | ||||||
Number of shares, exercised | (153,763) | ||||||
Exercisable and remained outstanding ( in shares) | 30,493 | ||||||
Conversion of Stock, Shares Issued | 279,255 | ||||||
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ 3.28 | ||||||
Equity Distribution Agreement [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Stock issued | 212,604 | ||||||
Value of stock issued | $ 0.9 | ||||||
Related to equity issuance | 1.1 | ||||||
Payments for Commissions | $ 0.1 | ||||||
Cash Available for Distributions | $ 99.1 | ||||||
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ 4.15 | ||||||
Senior Loans [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Price per share (in Dollars per share) | $ 7.50 | ||||||
Conversion of Stock, Shares Issued | 1,500,000 | ||||||
Common Class A [Member] | Equity Distribution Agreement [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Common stock, shares authorized | 100,000,000 |
Equity Antidilutive Securities
Equity Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 42,104,570 | 40,239,037 |
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 Member | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,044,231 | 11,227,250 |
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 | 2,142,515 | 2,671,482 |
Senior Secured Term Loan Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,500,000 | 0 |
Performance shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 127,770 | 50,251 |
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 (Additional Information
Revenue (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |||
Fulfillment costs to cost of revenue | $ 0.1 | $ 0.2 | |
Contract assets recorded related to fulfillment costs | $ 3.6 | $ 3.4 |
Revenue - Change in Contract As
Revenue - Change in Contract Asset and Contract Liability Balance (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Beginning balance, Contract Liabilities | $ 0 | $ (214) |
Revenue Recognized | 0 | 2,364 |
Consideration received | 0 | (2,150) |
Reserves recorded | 0 | 0 |
Ending Balance, Contract Liabilities | 0 | 0 |
Beginning Balance, Contract Asset | 2,765 | 2,128 |
Revenue recognized | 589 | 3,446 |
Consideration received | 0 | (1,594) |
Reserves recorded | 0 | (1,215) |
Ending Balance, Contract Asset | $ 3,354 | $ 2,765 |
Revenue - Summary of Revenue In
Revenue - Summary of Revenue Information by Major Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 11,926 | $ 14,743 |
Domestic | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,274 | 10,828 |
Germany | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,118 | 2,689 |
Belgium | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 199 | 528 |
All Other Countries | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 335 | $ 698 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Feb. 28, 2023 | Jul. 23, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Stock-Based Compensation (Details) [Line Items] | |||||||
Performance stock and performance stock units | 133,922 | 72,395 | |||||
Shares issued, shares | 133,922 | 72,395 | |||||
Weighted average grant-date fair value of options granted (in Dollars per share) | $ 1.17 | $ 1.77 | |||||
Number of Shares, Granted | 204,254 | ||||||
Unrecognized compensation cost related to nonvested stock options grant (in Dollars) | $ 49,200 | ||||||
Weighted-average over period | 1 year 10 months 24 days | ||||||
Selling, general and administrative | $ 18,699 | $ 22,236 | |||||
Stock-based compensation expense | $ 14,065 | 13,750 | |||||
Third anniversary [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Share prices of our common stock | $ 24.20 | ||||||
Common stock equals or exceeds (in Dollars per share) | $ 24.20 | ||||||
Neat PHA Production Capacity Metric [Member] | Maximum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 90,000 | ||||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | 90,000 | ||||||
Neat PHA Production Capacity Metric [Member] | Minimum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | 75,000 | ||||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | $ 75,000 | ||||||
Restricted Stock [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Weighted average grant-date fair value of options granted (in Dollars per share) | $ 5.86 | ||||||
Stock-based compensation expense | $ 4,500 | $ 4,700 | |||||
Performance Shares [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Performance stock and performance stock units | 1,048,411 | ||||||
Shares issued, shares | 1,048,411 | ||||||
Restricted stock shares | 462,519 | 489,949 | |||||
Long term liability | $ 500 | ||||||
Performance Shares [Member] | Selling, general and administrative [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Stock-based compensation expense | 300 | ||||||
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. 50% of these shares vest if ROE is 5%, 100% vest if ROE is 9% or higher, with prorated vesting between 5% and 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 | 50% of the shares are subject to an Adjusted EBITDA Metric based on 2025 financial results. 50% of these shares vest if Adjusted EBITDA is $36 million, 100% vest if Adjusted EBITDA is $44 million or higher, with prorated vesting between $36 million and $44 million. | 0% of the shares are subject to an EBITDA Metric based on 2023 financial results. 50% of these shares vest if EBITDA is $45 million, 100% vest if EBITDA is $65 million or higher, with prorated vesting between $45 million and $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 by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 44,000 | $ 65,000 | $ 13,800 | ||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | 44,000 | 65,000 | 13,800 | ||||
Performance Shares [Member] | EBITDA Metric [Member] | Minimum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | 36,000 | 45,000 | 9,200 | ||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | $ 36,000 | $ 45,000 | $ 9,200 | ||||
Performance Shares [Member] | Neat PHA Production Capacity Metric [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Vesting description | 50% of the shares are subject to a total PHA revenue metric based on 2025 financial results. 50% of these shares vest if total PHA revenue is $177 million, 100% vest if total PHA revenue is $202 million or higher, with prorated vesting between $177 million and $202 million | 40% of the shares are subject to a Neat PHA production capacity metric based on a third party assessment at December 31, 2023, 50% of the shares vest if capacity is 75 million pounds, 100% vest if capacity is 90 million pounds or higher, with prorated vesting between 75 million pounds and 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] | Neat PHA Production Capacity Metric [Member] | Maximum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 202,000 | $ 81,000 | |||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | 202,000 | 81,000 | |||||
Performance Shares [Member] | Neat PHA Production Capacity Metric [Member] | Minimum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | 177,000 | 68,000 | |||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | $ 177,000 | $ 68,000 | |||||
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 by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 189,000 | ||||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | 189,000 | ||||||
Performance Shares [Member] | Neat PHA Revenue Metric [Member] | Minimum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | 151,000 | ||||||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | 151,000 | ||||||
Stock Option | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Long term liability | 800 | ||||||
Stock Option | Selling, general and administrative [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Stock-based compensation expense | 600 | ||||||
Market Based Restricted Shares [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Number of Shares, Granted | 1,517,840 | ||||||
Stock-based compensation expense | $ 4,700 | $ 4,600 | |||||
Cash Settled Options [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Performance stock and performance stock units | 920,641 | ||||||
Shares issued, shares | 920,641 | ||||||
Stock options | 972,222 | ||||||
Number of Shares, Granted | 1,050,000 | ||||||
2020 ESPP [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Performance stock and performance stock units | 85,146 | ||||||
ESPP plan, percentage of stock discount | 15% | ||||||
Share-based compensation, authorized shares | 2,571,737 | ||||||
Share-based compensation, issued shares | 163,314 | ||||||
Shares issued, shares | 85,146 | ||||||
2020 Incentive Plan [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Share-based compensation, remained authorized for Issuance | 1,430,968 | 1,689,744 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of stock based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | $ 14,943 | $ 13,700 |
Cost of revenue [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 2 | 29 |
General and Administrative Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 13,318 | 11,866 |
Research and Development ]Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | $ 1,623 | $ 1,805 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock option activity under our equity plans - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Beginning | 11,844,644 | ||
Number of Shares, Granted | 204,254 | ||
Number of shares, exercised | (125,489) | (125,489) | |
Number of Shares, Forfeited | (4,667) | ||
Number of Shares, Exercisable | 4,497,424 | ||
Number of Shares, Ending | 12,044,231 | 11,844,644 | |
Number of Shares, Vested and expected to vest | 12,044,231 | ||
Weighted Average Exercise Price, Beginning (in Dollars per share) | $ 14.23 | ||
Weighted average grant-date fair value of options granted (in Dollars per share) | 1.17 | $ 1.77 | |
Weighted Average Exercise Price, Granted (in Dollars per share) | 2.58 | ||
Weighted Average Exercise Price, Ending (in Dollars per share) | 14.04 | $ 14.23 | |
Weighted Average Exercise Price, Exercisable (in Dollars per share) | 4.85 | ||
Weighted Average Exercise Price, Vested and expected to vest (in Dollars per share) | $ 14.04 | ||
Weighted Average Remaining Contractual Term (Years) | 6 years 5 months 23 days | 6 years 8 months 15 days | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 4 years 14 days | ||
Weighted Average Remaining Contractual Term (Years), Vested and expected to vest | 6 years 5 months 23 days | ||
Aggregate Intrinsic Value, Ending (in Dollars) | $ 852,617 | ||
Aggregate Intrinsic Value, Exercisable (in Dollars) | 679,266 | ||
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars) | $ 852,617 | ||
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Beginning | 691,448 | ||
Number of Shares, Vested | (73,023) | ||
Number of Shares, Other | 6,250 | ||
Number of Shares, Ending | 624,675 | 691,448 | |
Weighted Average Exercise Price, Beginning (in Dollars per share) | $ 28.51 | ||
Weighted average grant-date fair value of options granted (in Dollars per share) | 5.86 | ||
Weighted average grant-date fair value of options, Other (in Dollars per share) | 2.62 | ||
Weighted Average Exercise Price, Ending (in Dollars per share) | $ 37.09 | $ 28.51 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of share based compensation activity (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options | 12,044,231 | 11,844,644 | |
September 30, 2021 fair value | $ 1.17 | $ 1.77 |
Commitments and Contingencies A
Commitments and Contingencies Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Royalty per share (in Pounds per share) | $ / shares | $ 0.05 |
Weight of PHA Sold (in Pounds) | $ | $ 500 |
Decrease royalty per share (in Pounds per share) | $ / shares | $ 0.025 |
loss on forfeiture | $ | $ 0.5 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) $ in Millions | Apr. 28, 2023 USD ($) |
Subsequent Event [Member] | Senior Secured Term Loan [Member] | |
Subsequent Event [Line Items] | |
Restricted Cash | $ 12 |