Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 26, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | DANIMER SCIENTIFIC, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 88,327,719 | ||
Entity Public Float | $ 196,000,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001779020 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-39280 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 377,581 | $ 6,261 |
Accounts receivable, net | 6,605 | 4,765 |
Inventory | 13,642 | 7,038 |
Prepaid expenses and other current assets | 3,089 | 417 |
Contract assets | 1,466 | 758 |
Total current assets | 402,383 | 19,239 |
Property, plant and equipment, net | 106,795 | 72,352 |
Intellectual property, net | 1,801 | 2,052 |
Right-of-use assets | 19,387 | 20,055 |
Leverage loans receivable | 13,408 | 27,742 |
Restricted cash | 2,316 | 3,017 |
Other assets | 111 | 116 |
Total assets | 546,201 | 144,573 |
Current liabilities | ||
Accounts payable | 10,610 | 8,120 |
Accrued liabilities | 9,220 | 9,724 |
Unearned revenue and contract liabilities | 2,455 | 4,580 |
Current portion of lease liability | 3,000 | 2,583 |
Current portion of long-term debt, net | 25,201 | 9,277 |
Total current liabilities | 50,486 | 34,284 |
Long-term lease liability, net | 24,175 | 17,434 |
Long-term debt, net | 31,386 | 73,779 |
Other long-term liabilities | 1,250 | 2,500 |
Total liabilities | 107,297 | 127,997 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized: zero shares issued and outstanding | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized: 84,535,640 and 25,371,186 shares issued and outstanding at December 31, 2020 and 2019, respectively | 8 | 3 |
Additional paid-in capital | 501,399 | 66,503 |
Accumulated deficit | (62,503) | (49,930) |
Total stockholders’ equity | 438,904 | 16,576 |
Total liabilities and stockholders’ equity | $ 546,201 | $ 144,573 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 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 | 84,535,640 | 25,371,186 |
Common stock, shares outstanding | 84,535,640 | 25,371,186 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenue | |||
Total revenue | $ 47,333 | $ 32,344 | |
Costs and expenses: | |||
Cost of revenue | 35,876 | 21,237 | |
Selling, general and administrative | 19,343 | 16,027 | |
Research and development | 7,851 | 5,482 | |
Gain on disposal of assets | (9) | (281) | |
Legal settlement | 8,000 | ||
Total costs and expenses | 63,061 | 50,465 | |
Loss from operations | (15,728) | (18,121) | |
Nonoperating income (expense): | |||
Interest expense | (2,427) | (3,475) | |
Gain on loan extinguishment | 5,266 | 5,550 | |
Interest income | 347 | 340 | |
Other income (expense), net | (31) | 277 | |
Loss before income taxes | (12,573) | (15,429) | |
Income tax expense | 4,085 | ||
Net loss | $ (12,573) | $ (19,514) | |
Basic and diluted net loss per share (in Dollars per share) | [1] | $ (0.43) | $ (0.77) |
Weighted average number of common shares used to compute basic and diluted net loss per common share (in Shares) | [1] | 29,570,658 | 25,335,298 |
Products | |||
Revenue | |||
Total revenue | $ 40,692 | $ 26,862 | |
Services | |||
Revenue | |||
Total revenue | $ 6,641 | $ 5,482 | |
[1] | Retroactively restated to give effect to reverse acquisition. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | ||
Balances at December 31, 2018, as previously reported | $ 3 | $ 56,751 | $ (30,416) | $ 26,338 | ||
Balances at December 31, 2018, as previously reported (in Shares) | 2,670,481 | |||||
Retroactive application of recapitalization (in Shares) | 21,785,784 | |||||
Balance at Dec. 31, 2018 | $ 3 | 56,751 | (30,416) | 26,338 | ||
Balance (in Shares) at Dec. 31, 2018 | 24,456,265 | |||||
Stock-based compensation | 5,271 | 5,271 | ||||
Issuance of common stock, net of issuance costs | [1] | 8,752 | 8,752 | |||
Issuance of common stock, net of issuance costs (in Shares) | [1] | 1,427,448 | ||||
Exercises of stock options | ||||||
Beneficial conversion feature on convertible notes | 331 | 331 | ||||
Repurchase and retirement of common stock | [1] | (4,602) | (4,602) | |||
Repurchase and retirement of common stock (in Shares) | [1] | (512,527) | ||||
Net loss | (19,514) | (19,514) | ||||
Balances at Dec. 31, 2019 | $ 3 | 66,503 | (49,930) | 16,576 | ||
Balances (in Shares) at Dec. 31, 2019 | 25,371,186 | |||||
Stock-based compensation | 3,645 | 3,645 | ||||
Issuance of common stock, net of issuance costs | [1] | $ 1 | 32,517 | $ 32,518 | ||
Issuance of common stock, net of issuance costs (in Shares) | 4,732,516 | [1] | 3,093,984 | |||
Conversion of debt to common stock | [1] | 655 | $ 655 | |||
Conversion of debt to common stock (in Shares) | [1] | 99,932 | ||||
Exercises of stock options | [1] | 5,540 | 5,540 | |||
Exercises of stock options (in Shares) | [1] | 1,690,268 | ||||
Beneficial conversion feature on convertible notes | 93 | 93 | ||||
Convertible debt converted at date of reverse acquisition | [1] | 11,068 | 11,068 | |||
Convertible debt converted at date of reverse acquisition (in Shares) | [1] | 1,686,507 | ||||
Recapitalization proceeds from sale of common stock, net of transaction costs of $22,844 | $ 2 | 171,380 | 171,382 | |||
Recapitalization proceeds from sale of common stock, net of transaction costs of $22,844 (in Shares) | 24,998,000 | |||||
Sale of common shares to private investors | $ 2 | 209,998 | 210,000 | |||
Sale of common shares to private investors (in Shares) | 21,000,000 | |||||
Exercise of executive stock options | [1] | |||||
Exercise of executive stock options (in Shares) | [1] | 4,957,231 | ||||
Net loss | (12,573) | (12,573) | ||||
Balances at Dec. 31, 2020 | $ 8 | $ 501,399 | $ (62,503) | $ 438,904 | ||
Balances (in Shares) at Dec. 31, 2020 | 84,535,640 | |||||
[1] | Retroactively restated to give effect to reverse acquisition. |
Consolidated Statements of St_2
Consolidated Statements of Stockholders’ Equity (Parentheticals) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Recapitalization proceeds from transaction costs | $ 22,844 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash flows from operating activities | |||
Net loss | $ (12,573) | $ (19,514) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation and amortization | 4,609 | 3,507 | |
Amortization of right-of-use assets and lease liability | 514 | 562 | |
Amortization of debt issuance costs and debt discounts | 1,655 | 1,511 | |
Stock-based compensation | 3,645 | 5,271 | |
Deferred income taxes | 4,137 | ||
Gain on loan extinguishment | (5,266) | (5,550) | |
Gain on disposal of fixed assets | (9) | (281) | |
Interest incurred but not paid | 809 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,600) | 2,195 | |
Inventories | (6,604) | (2,993) | |
Prepaid expenses and other current assets | (2,392) | (263) | |
Contract assets | (708) | (757) | |
Other assets | 5 | (73) | |
Accounts payable | 993 | 3,635 | |
Accrued and other long-term liabilities | 5,250 | 7,360 | |
Unearned revenue and contract liabilities | (2,125) | (420) | |
Net cash used in operating activities | (13,797) | (1,673) | |
Cash flows from investing activities | |||
Purchases of property, plant and equipment | (38,268) | (36,560) | |
Investment in leverage loans receivable related to NMTC financing | (13,408) | ||
Proceeds from sales of property, plant and equipment | 9 | 875 | |
Net cash used in investing activities | (38,259) | (49,093) | |
Cash flows from financing activities | |||
Proceeds from Business Combination and PIPE offering | 403,702 | ||
Transaction costs related to Business Combination and PIPE offering | (21,556) | ||
Proceeds from long-term debt | 4,547 | 48,251 | |
Proceeds from NMTC financing | 21,000 | ||
Principal payments on long-term debt | (1,941) | (15,222) | |
Proceeds from issuance of common stock, net of issuance costs | 32,518 | 8,752 | |
Proceeds from exercise of stock options | 5,540 | [1] | |
Repurchase and retirement of common stock | (4,602) | ||
Cash paid for debt issuance costs | (135) | (4,681) | |
Net cash provided by financing activities | 422,675 | 53,498 | |
Net increase in cash and cash equivalents and restricted cash | 370,619 | 2,732 | |
Cash and cash equivalents and restricted cash | |||
Beginning of year | 9,278 | 6,546 | |
End of year | 379,897 | 9,278 | |
Supplemental cash flow information | |||
Cash paid for interest, net of interest capitalized | 1,450 | 1,964 | |
Cash paid for income taxes | 24 | ||
Supplemental schedule of noncash transactions | |||
Changes in accounts payable and accrued expenses for capital additions to property, plant and equipment | 533 | 6,318 | |
Extinguishment of NMTC leverage loan receivable | 14,334 | 20,478 | |
Extinguishment of NMTC debt | 20,000 | 26,069 | |
Conversion of convertible debt to common stock | 11,723 | ||
Transaction costs in accounts payable and accrued expenses | 1,288 | ||
Accounts payable settled directly by landlord | 1,082 | ||
Net assets acquired from Live Oak in Business Combination | $ 524 | ||
[1] | Retroactively restated to give effect to reverse acquisition. |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Description of Business Danimer Scientific, Inc. (“Danimer”) together with its subsidiaries (collectively referred to as the “Company”) is a performance polymer company specializing in bioplastic replacements for traditional petroleum-based plastics. The Company (formerly Live Oak Acquisition Corp. (“Live Oak”)), was originally incorporated in the State of Delaware on May 24, 2019 as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses. Live Oak completed its initial public offering in May 2020. On December 29, 2020 (the “Closing Date”), Live Oak consummated a business combination (the “Business Combination”) pursuant to an Agreement and Plan of Merger, dated as of October 3, 2020, (as amended by Amendment No. 1, dated as of October 8, 2020, and Amendment No. 2, dated as of December 11, 2020, (collectively the “Merger Agreement”), by and among Live Oak, Green Merger Corp., (“Merger Sub.”) and Meredian Holdings Group, Inc. (“MHG” or “Legacy Danimer”). Immediately upon consummation of the Business Combination, Merger Sub. merged with and into Legacy Danimer, with Legacy Danimer surviving the merger as a wholly owned subsidiary of Live Oak. In connection with the Business Combination, Live Oak changed its name to Danimer Scientific, Inc. The Company’s common stock and public warrants are listed on the New York Stock Exchange under the symbols “DNMR” and “DNMR WS”, respectively. Unless the context otherwise requires, “we”, “us”, “our”, “Danimer”, “Danimer Scientific”, and the “Company” refer to Danimer Scientific, Inc., the combined company and its subsidiaries following the Business Combination. Refer to Note 3 for further discussion of the Business Combination. Basis of Presentation The Business Combination was accounted for as a reverse recapitalization because Legacy Danimer was determined to be the accounting acquirer. The determination is primarily based on the evaluation of the following facts and circumstances: ● the equity holders of Legacy Danimer have a plurality of the voting interest in the Company; ● the board of directors of Legacy Danimer represent a majority of the board of directors of the Company; ● the senior management of Legacy Danimer became the senior management of the Company; and ● the operations of Legacy Danimer comprise the ongoing operations of the Company. In connection with the Business Combination, the outstanding capital stock of Legacy Danimer was converted into common stock of the Live Oak, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. Legacy Danimer was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of Legacy Danimer. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Merger Agreement as of the earliest period presented. Please refer to Note 3 for additional discussion of the Business Combination consideration and related equity transactions. The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and consolidate all assets and liabilities of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated. We do not have any items of other comprehensive income (loss), accordingly, there is no difference between net loss and comprehensive (loss) income for the years ended December 31, 2020 and 2019, so a separate Statement of Comprehensive Income (Loss) that would otherwise be required under Accounting Standards Update (“ASU”) 2011-05, Presentation of Comprehensive Income Immaterial Corrections to Prior Periods We have identified immaterial corrections to prior periods related to certain asset impairments that originated in a prior period not presented herein. We evaluated the effects of these corrections on our previously-issued Consolidated Financial Statements, individually and in the aggregate, in accordance with the guidance in ASC Topic 250, Accounting Changes and Error Corrections Assessing Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements A summary of the effect of the correction on the Consolidated Balance Sheet is as follows: December 31, 2019 Balance Sheet (in thousands) As reported Correction As Revised Assets Property, plant and equipment, net $ 73,202 $ (850 ) $ 72,352 Deferred income tax asset, gross 16,704 5,098 21,802 Deferred income tax liability (467 ) (4,882 ) (5,349 ) Deferred income tax asset valuation allowance (16,237 ) (216 ) (16,453 ) Net impact on deferred income taxes - - - Total assets 145,423 (850 ) 144,573 Stockholders’ Equity Accumulated deficit (49,080 ) (850 ) (49,930 ) Total stockholders’ equity 17,426 (850 ) 16,576 Total liabilities and stockholders’ equity 145,423 (850 ) 144,573 There were no changes to the previously reported Consolidated Statement of Operations or Consolidated Statement of Cash Flows for the year ended December 31, 2019. COVID-19 In late 2019, a novel strain of coronavirus was reported in Wuhan, Hubei, China. In March 2020, the World Health Organization determined the resulting outbreak of COVID-19, the disease caused by this novel coronavirus, to be a pandemic. The pandemic is disrupting supply chains worldwide as national and local governments implement measures intended to slow the spread of COVID-19, with production and sales across a range of industries impacted in different ways. The extent of future impacts of COVID-19 on our operations and our financial performance will depend on developments outside of our control, including the duration and spread of the outbreak; its impact on customers, employees, and vendors; and broader economic conditions, all of which remain uncertain and cannot be predicted at this time. During the year ended December 31, 2020, the President of the United States signed and enacted into law the Coronavirus Aid, Relief and Economic Security Act In April 2020, we received a loan in the amount of approximately $1.8 million pursuant to the Paycheck Protection Program (“PPP”) established by the CARES Act. Under terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. In connection with the Business Combination, we deposited a portion of the closing proceeds into an escrow account to fully fund repayment of this loan to the extent any portion is not forgiven (See Note 9). Emerging Growth Company At December 31, 2020, we qualified as an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we have taken and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, we can adopt the new or revised standard at the time private companies adopt the new or revised standard. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Segments Our chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. We have one primary business activity and there are no segment managers who are held accountable for operating results at a level below the consolidated unit level. Accordingly, we have determined that we have one operating and reportable segment. Revenue by geographic areas is based on the location of the customer. Long-lived assets held outside the United States are immaterial. The following is a summary of revenue information by major geographic area: Year Ended December 31, (in thousands) 2020 2019 Domestic $ 24,964 $ 16,987 Germany 12,157 6,696 Belgium 4,916 4,152 Switzerland 4,423 4,000 All other countries 873 509 Total revenue $ 47,333 $ 32,344 Cash and Cash Equivalents and Restricted Cash We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash or deposits with financial institutions and deposits in highly liquid money market securities. Deposits with financial institutions are insured by the Federal Deposit Insurance Corporation up to $250,000. Bank deposits at times may exceed federally insured limits. At December 31, 2020, amounts included in restricted cash were $1.8 million paid into an escrow account in connection with the Business Combination to fund repayment, if required, of the PPP loan (see Note 9) and $0.5 million related to amounts required under New Markets Tax Credit (“NMTC”) debt agreements with various lenders. These amounts are classified as long-term as the restrictions will lapse when the related debt instruments are extinguished. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows. December 31, (in thousands) 2020 2019 Cash and cash equivalents $ 377,581 $ 6,261 Restricted cash 2,316 3,017 Total cash and cash equivalents and restricted cash $ 379,897 $ 9,278 Accounts Receivable We record accounts receivable at the stated amount of the transactions with our customers and we do not charge interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses associated with our accounts receivable. We determine the allowance based on historical writeoff experience. Past-due balances are reviewed individually for collectibility. We charge off account balances against the allowance after we have exhausted all means of collection and we consider the potential for recovery to be remote. At December 31, 2020 and 2019, the allowance for doubtful accounts was not material. Concentration of Risk Our accounts receivable at December 31, 2020 are concentrated with respect to five customers. Combined, these five customers collectively represent approximately 80% of total accounts receivable reflected in the accompanying Consolidated Balance Sheets as of December 31, 2020. Our accounts receivable at December 31, 2019 are concentrated with respect to three customers. These three customers collectively represent approximately 57% of total accounts receivable in the accompanying Consolidated Balance Sheet as of December 31, 2019. For the year ended December 31, 2020, we had three customers that each individually accounted for more than 10% of revenue, representing 58% of total revenue. For the year ended December 31, 2019, four customers each individually accounted for more than 10% of revenue, representing 65% of total revenue. Fair Value of Financial Instruments Fair value is defined as the price we would receive to sell an asset in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities; Level 2 Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; Level 3 Unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The carrying amounts of our cash and cash equivalents and restricted cash were measured using quoted market prices in active markets and represent Level 1 investments. Our other financial instruments such as accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their short maturities. The carrying value of our long-term debt instruments also approximates fair value due to their floating interest rates and/or short-term maturities (see Note 9). Inventories Inventories primarily consist of raw materials and finished products and are valued at the lower of cost or net realizable value. We determine cost using the average cost method. We review the carrying value of inventory on a periodic basis for excess or obsolete items based on historical turnover and assumptions about future product demand, and by analyzing the current selling price for purposes of accounting for inventory at the lower of cost or net realizable value. If we determine the quantities exceed the estimated forecast, that an item is obsolete, or the expected net realizable value upon sale is lower than the currently recorded cost, we record a write-down, charged to cost of revenue, to reduce the value of the inventory to its net realizable value and establish a new cost basis. Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Property, plant and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to forty years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term of twenty years. Major property additions, replacements, and improvements that extend useful life are capitalized, while maintenance and repairs which do not extend the useful lives of the assets are expensed. Net gains or losses on equipment sales and other property dispositions are reflected in the Consolidated Statements of Operations as operating income or expense. Intellectual Property Intellectual property represents patents initially measured at cost. The majority of the patents were purchased from another commercial corporation. Patent costs are amortized on a straight-line basis over the estimated remaining useful lives at acquisition of the applicable patents which range from 13 to 16 years. At both December 31, 2020 and 2019, the gross carrying value of intellectual property subject to amortization was approximately $7.8 million. Accumulated amortization was approximately $6.5 and $6.0 million at December 31, 2020 and 2019, respectively. Amortization expense was $0.5 million for each of the years ended December 31, 2020 and 2019 and is included in research and development costs in the Consolidated Statements of Operations. At December 31, 2020 and 2019, the intellectual property balance also includes $0.5 and $0.2 million, respectively, of costs deferred pending resolution of patent acceptance. We expect amortization expense to be approximately $0.5 million for each of the years ending December 31, 2021 and 2022 and $0.3 million for the year ending December 31, 2023. Impairment of Long-Lived Assets We evaluate long-lived assets, including property, plant and equipment and finite-lived intangibles, for impairment if events and circumstances indicate that the carrying amount of the assets may not be recoverable. If we determine that the carrying value of a long-lived asset may not be recoverable, we determine recoverability by comparing the carrying amount of the asset to the net future undiscounted cash flows that we expect the asset to generate. If the asset’s carrying value exceeds undiscounted cash flows, we recognize an impairment charge equal to the amount by which the carrying amount exceeds the fair market value of the asset. There were no impairments recognized during the years ended December 31, 2020 and 2019. Debt Financing Costs Debt financing costs related to long-term debt are reported as a direct deduction from that debt. Debt financing costs are amortized using the straight-line method which approximates the effective interest rate method over the term of the related debt. Amortization of debt financing costs is included in interest expense in the Consolidated Statements of Operations and was $1.0 and $1.3 million, respectively, for the years ended December 31, 2020 and 2019. Revenue Recognition We recognize revenue from product sales and services in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers We derive our revenues primarily from: 1) product sales of developed compostable resins based on polyactic acid (“PLA”), polyhydroxyalkanoates (“PHA”), and other renewable materials; and 2) research and development (“R&D”) services related to developing customized formulations of biodegradable resins based on PHA. We generally produce and sell finished products, for which we recognize revenue upon shipment, which is typically when control of the underlying product is transferred to the customer and all other revenue recognition criteria have been met. Due to the highly specialized nature of our products, returns are infrequent, and therefore we do not estimate amounts for sales returns and allowances. We offer a standard quality assurance warranty related to the fitness of our finished goods. There are no forms of variable consideration such as discounts, rebates, or volume discounts that we estimate to reduce our transaction price. R&D service revenues generally involve milestone-based contracts under which we work with a customer to develop a PHA-based specific solution designed to the customer’s specifications, which may involve a single or multiple performance obligations. When an R&D contract has multiple performance obligations, we allocate the transaction price to the performance obligations utilizing a cost-plus approach to estimate the stand-alone selling price, which contemplates the level of effort to satisfy the performance obligations, and then allocate the transaction price to each of the performance obligations based on the relative percentage of the stand-alone selling price. We recognize revenue for these R&D services over time with progress measured utilizing an input method based on personnel costs incurred to date as a percentage of total estimated personnel costs for each performance obligation identified within the contract. Upon completion of the R&D services, the customers have an option to enter into long-term supply agreements with us for the product(s) that were developed within the respective contracts. We concluded these customer options were marketing offers, not separate performance obligations, since the options did not provide a material right to any of our customers. We incur certain fulfillment costs that meet the criteria for capitalization in accordance with ASC 340. These costs are amortized to cost of revenue on a per pound basis as products are sold. For the year ended December 31, 2020, we charged $0.2 million of fulfillment costs to cost of revenue. At December 31, 2020 and 2019, we had $1.5 and $0.8 million, respectively, of contract assets recorded related to these fulfillment costs. We recognize a contract liability if we receive consideration (or have the conditional right to receive consideration) in advance of performance, which only occurs with our R&D services contracts. At the inception of our R&D services contracts, customers generally pay consideration at the commencement of the agreement and at milestones as outlined in the contracts. The following table shows the significant changes in the contract liability balance for the years ended December 31, 2020 and 2019: December 31, (in thousands) 2020 2019 Beginning balance $ 4,580 $ 5,000 Revenue recognized (4,405 ) (760 ) Unearned consideration received 2,280 340 Ending balance $ 2,455 $ 4,580 Our accounts receivable generally have net 30 to net 60-day payment terms and we usually receive consideration in accordance with the payment terms of the contract. Accordingly, we do not provide customers significant financing as defined in ASC 606. As of December 31, 2020 and 2019, accounts receivable related to sales were $6.3 and $4.5 million, respectively. We evaluate financial performance and make resource allocation decisions based upon the results of our single operating and reportable segment; however, we believe revenues by our primary revenue streams best depicts how the nature, amount, timing and certainty of our net sales and cash flows are affected by economic factors. Years Ended December 31, (in thousands) 2020 2019 Products $ 40,692 $ 26,862 Services 6,641 5,482 Total revenue $ 47,333 $ 32,344 Cost of Revenue Direct costs of production and delivery (including raw materials, inbound and outbound freight, production and warehouse salaries and stock-based compensation, plant utilities, plant rent, depreciation, and other production-related expenditures) are charged to cost of revenue in the same period as the related revenue is recognized. Other direct incremental third-party costs related to our R&D contracts are charged to cost of revenue. Stock-Based Compensation Awards to employees have been granted with both service-based only and market-based and service-based conditions that affect vesting. Service-based only awards have graded vesting features, usually over three-year periods. Expense associated with service-based only condition awards with graded vesting features is recognized on a straight-line basis over the requisite service period. Expense associated with market-based and service-based vesting conditions is recognized on a straight-line basis over the longest of the explicit, implicit or derived service period term of the award. Stock-based compensation expense is recorded in the Consolidated Statements of Operations as follows: Years Ended December 31, (in thousands) 2020 2019 Cost of revenue $ 126 $ 76 Selling, general and administrative 3,313 5,036 Research and development 206 159 Total stock-based compensation $ 3,645 $ 5,271 Stock-based compensation awards have a contractual life that ranges from less than one year to ten years and are recognized in the Consolidated Financial Statements based on their grant date fair value. We estimate the fair value of each stock option award using an appropriate valuation method. We use a Black-Scholes option pricing model to value our service-based only option awards and a Monte Carlo simulation to value our market-based and service-based option awards. We use the resulting fair values for financial reporting purposes. We estimate forfeitures and record compensation expense based on this estimate over the vesting periods of our equity compensation awards. If actual pre-vesting forfeitures differ from our estimated forfeitures, we record a true-up to ensure that expense is fully recognized for awards that have vested. Advertising Costs We charge advertising costs to selling, general and administrative expense as incurred. Advertising costs were not material for the years ended December 31, 2020 and 2019, respectively, and are included as a component of selling, general and administrative expenses in the Consolidated Statements of Operations. Research and Development Costs We charge research and development costs to expense as incurred. Research and development costs include salaries, depreciation, stock-based compensation, consulting and other external fees, and facility costs directly attributable to research and development activities and were $7.9 and $5.5 million for the years ended December 31, 2020 and 2019, respectively. Income Taxes We are taxed as a corporation and as such use the asset and liability method of accounting for income taxes. We file consolidated income tax returns that include our subsidiary legal entities. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits such as net operating loss carryforwards to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. In the ordinary course of business, there may be transactions for which the ultimate tax outcome is uncertain. We assess uncertain tax positions in each of the tax jurisdictions in which we operate and account for the related financial statement implications. Unrecognized tax benefits are reported using the two-step approach, under which tax effects of a position are recognized only if it is more likely than not to be sustained and the amount of the tax benefit recognized is equal to the largest tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement of the tax position. Determining the appropriate level of unrecognized tax benefits requires us to exercise judgment regarding the uncertain application of tax law. We would adjust the amount of unrecognized tax benefits when information became available or when an event occurred indicating a change would be appropriate. We would include interest and penalties related to any uncertain tax positions as part of income tax expense. We did not have any material uncertain tax positions or related interest or penalties for the years ended December 31, 2020 or 2019. Leases Operating leases are included in right of use assets and lease liabilities on the Consolidated Balance Sheets. The right of use assets and lease liabilities are recognized as the present value of the future lease payments over the lease term at commencement date, adjusted for lease incentives, prepaid or accrued rent, and unamortized initial direct costs, as applicable. Since most of the leases do not provide a readily determinable rate implicit in the lease, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Our lease terms may include options to extend or terminate the lease, typically at our own discretion. We evaluate the renewal options at commencement and if they are reasonably certain of exercise, we include the renewal period in the lease term. Lease costs associated with operating leases consist of both fixed and variable components. Expense related to fixed lease payments are recognized on a straight-line basis over the lease term. Variable payments, such as insurance and property taxes, are recorded as incurred and are not included in the initial lease liability. Lease costs are recorded in cost of revenue, research and development, and selling, general and administrative expenses based on the underlying use of the right of use assets. Net (Loss) Earnings per Share We compute basic net loss per share by dividing net loss by the weighted-average number of common shares outstanding during the period. We compute diluted loss per share by dividing net loss by the weighted-average number of common shares outstanding during the period, including potentially dilutive ordinary shares from option exercises, employee share awards, and other dilutive instruments that have been issued. For periods where we have presented a net loss, such securities are excluded from the computation of diluted net loss per share as they would be anti-dilutive. We excluded 13,332,661 and 6,812,762, respectively, of potentially dilutive shares from the computation of earnings per share for 2020 and 2019 as their effect would be anti-dilutive. Recently Adopted Accounting Pronouncements Stock-Based Compensation — Stock Compensation (“Topic 718”) and Revenue from Contracts with Customers (“Topic 606”). Stock-Based Compensation — Improvements to Non-employee Share-Based Payment Accounting Compensation-Stock Compensation Equity-Equity-Based Payments to Non-Employees Recently Issued Accounting Pronouncements Financial Instruments - Credit Losses — Financial Instruments - Credit Losses Accounting for Income Taxes — , Income Taxes (“Topic 740”), |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination On December 29, 2020, we consummated a business combination with Legacy Danimer pursuant to the Merger Agreement. Pursuant to ASC 805, for financial accounting and reporting purposes, Legacy Danimer was deemed the accounting acquirer, we were treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Effectively, the Business Combination was treated as the equivalent of Legacy Danimer issuing stock for the net assets of Live Oak, accompanied by a recapitalization. Under this method of accounting, the historical financial statements of Legacy Danimer are our historical Consolidated Financial Statements. The net assets of Live Oak are stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP and are consolidated with Legacy Danimer’s financial statements on the Closing Date. The shares and net loss per share available to holders of the Company’s common stock prior to the Business Combination have been retroactively restated as shares and net loss per share, respectively, reflecting the exchange ratio established in the Merger Agreement as of the earliest period presented. In connection with the Business Combination, Live Oak entered into subscription agreements with certain investors (the “PIPE Investors”), whereby it issued 21,000,000 shares of common stock at $10.00 per share (the “Private Placement Shares”) for an aggregate purchase price of $210.0 million (the “Private Placement”), which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, the Private Placement Shares were automatically converted into shares of our common stock on a one-for-one basis. The aggregate value of the consideration paid by Live Oak in the Business Combination was $397.3 million, consisting of 39,726,570 shares of Live Oak Class A common stock valued at $10.00 per share. In addition, pursuant to the Merger Agreement, we assumed all vested or unvested outstanding options to purchase common shares of Legacy Danimer under its 2016 Director and Executive Officer Stock Incentive Plan and 2016 Omnibus Plan along with options and warrants issued under Non-Plan Legacy Danimer Options and Warrants arrangements (see Note 11) and these instruments converted into options and warrants to purchase 6,315,924 shares of our common stock with no changes to the terms of the awards. We realized net proceeds after transaction costs of $381.4 million from the Business Combination. In connection with the Business Combination, we incurred direct and incremental costs of $22.8 million related to the equity issuance, consisting primarily of investment banking, legal, accounting, and other professional fees, which were recorded against additional paid-in capital as a reduction of proceeds. We incurred additional financial advisory fees and compensation costs related to the Business Combination of $4.3 million that have been included in selling, general and administrative expenses within the Consolidated Statements of Operations for the year ended December 31, 2020. Transaction costs of $6.7 million were previously recorded in the legal acquirer’s results and therefore are not reflected in the amounts discussed above. Earnout Shares The Legacy Danimer shareholders are entitled to receive up to an additional 6,000,000 shares of our common stock (the “Earnout Shares”) if the volume-weighted average price (“VWAP”) of our shares equals or exceeds the following prices for any 20 trading days within any 30 trading-day period (the “Trading Period”) beginning on the six-month anniversary of the Closing Date of the Business Combination: ● During any Trading Period prior to December 29, 2023, 2,500,000 Earnout Shares upon the achievement of a VWAP price of at least $15.00, ● During any Trading Period prior to December 29, 2025, 2,500,000 Earnout Shares upon the achievement of a VWAP price of at least $20.00, and ● During any Trading Period prior to December 29, 2025, 1,000,000 Earnout Shares upon the achievement of a VWAP price of at least $25.00. The Earnout Shares are indexed to our equity and meet the criteria for equity classification. On the Closing Date, the fair value of the 6,000,000 Earnout Shares was $140.9 million. We reflected the Earnout Shares in the Consolidated Balance Sheet at December 31, 2020 as a stock dividend by reducing additional paid-in capital, which was offset by the increase in additional paid-in capital associated with the Business Combination. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories consisted of the following at December 31, 2020 and 2019: December 31, (in thousands) 2020 2019 Raw materials $ 6,825 $ 5,921 Work in progress 133 - Finished goods and related items 6,684 1,117 Total inventories $ 13,642 $ 7,038 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | 5. Property, Plant and Equipment, net Property, plant and equipment, net, consisted of the following: Estimated Useful Life December 31, (in thousands) (Years) 2020 2019 Land and improvements 20 $ 92 $ 77 Leasehold improvements Shorter of useful 20,932 - Buildings 15-40 2,089 1,812 Machinery and equipment 5-20 64,164 31,959 Motor vehicles 7-10 693 675 Furniture and fixtures 7-10 221 196 Office equipment 3-10 2,089 773 Construction in progress N/A 36,146 52,403 126,426 87,895 Accumulated depreciation and amortization (19,631 ) (15,543 ) Property, plant and equipment, net $ 106,795 $ 72,352 We reported depreciation and amortization expense within the Consolidated Statements of Operations as follows: Years Ended December 31, (in thousands) 2020 2019 Cost of revenue $ 3,646 $ 2,433 Selling, general and administrative 308 459 Research and development 154 117 Total depreciation expense $ 4,108 $ 3,009 Construction in progress consists primarily of the conversion and build-out of our new facility in Winchester, Kentucky. Property, plant and equipment includes capitalized interest of $5.1 and $1.4 million as of December 31, 2020 and 2019, respectively. For the years ended December 31, 2020 and 2019, interest costs of $3.7 and $1.4 million, respectively, were capitalized to property, plant and equipment. At December 31, 2020, prepaid expenses and other current assets included $0.8 million of equipment that we have classified as held for sale. |
New Markets Tax Credit Transact
New Markets Tax Credit Transactions | 12 Months Ended |
Dec. 31, 2020 | |
New Markets Tax Credit Transactions [Abstract] | |
New Markets Tax Credit Transactions | 6. New Markets Tax Credit Transactions We have 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”) during 2012, 2013 and 2019. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the “Act”) to induce capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their federal income taxes for up to 39% of qualified investment in the equity of the community development entities (“CDEs”). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments. These financing arrangements were structured with the Investors, their wholly owned investment funds (“Investment Funds”) and their wholly owned CDEs in connection with our participation in qualified transactions under the NMTC program. In each of the financing arrangements, we loaned money (in the form of leverage loans) to the Investment Funds and the Investors invested in the Investment Funds. Each Investment Fund then contributed the funds from our loan and the Investor’s investment to a CDE. Each CDE then loaned the contributed funds to a wholly owned subsidiary of the Company. The Investors are entitled to substantially all of the benefits derived from the tax credits. The NMTC tax credits are subject to recapture for a compliance period of seven years. During the compliance period, we are required to comply with various regulations and contractual provisions that apply to the NMTC arrangements. We have agreed to indemnify the Investors for any losses or recaptures of the NMTCs until such time as our obligations to deliver tax benefits are relieved. We do not expect the maximum potential amount of future payments under this indemnification to exceed the face amount of the related debt, net of leverage loans receivable (see Note 7), totaling $7.6 million at December 31, 2020 . We have determined that each NMTC financing arrangement contains a variable interest entity (“VIE”). The ongoing activities of the Investment Funds consist of collecting and remitting interest and fees and maintaining continued compliance with the NMTC program. The responsibility for performing these ongoing activities resides with the Investors. The Investors were also integral during the initial designs of the Investment Funds and created the structures that allow the Investors to monetize the tax credits available through the NMTC programs. Based on these circumstances, we concluded that we were not the primary beneficiary of each VIE and therefore we do not consolidate the VIEs. We record the loans we provided to the Investment Funds as leveraged loan receivables on the Consolidated Balance Sheets. (See Note 7). We include the loans we received from the CDEs within long-term debt in the Consolidated Balance Sheets (See Note 9). We entered into a NMTC arrangement on July 23, 2012. The CDE related to this transaction loaned us $27.0 million. For the first seven years after execution, we made interest-only payments on a quarterly basis with interest calculated annually at a weighted average interest rate of approximately 1.33%. A portion of the loans totaling $1.0 million was paid in full on December 14, 2018. On July 31, 2019, after the seven-year recapture period had passed, we entered into a simultaneous transaction whereby the loans from the CDE were purchased for a nominal amount and the leverage loan receivable was extinguished, resulting in a net gain of $5.6 million. We recorded this gain as nonoperating income in the Consolidated Statements of Operations. We entered into a NMTC arrangement on September 30, 2013. The CDE related to this transaction loaned us $20.0 million with a maturity date of September 30, 2037. We made interest only payments on a quarterly basis with interest calculated annually at 1.31%. In order to obtain the CDE’s consent for the 2019 Term Loan, we placed $0.4 million into an escrow account in March 2019 to fund principal payments coming due to the CDE in September 2020. On October 2, 2020, after the seven-year recapture period had passed, we entered into a simultaneous transaction whereby the loans from the CDE were purchased for a nominal amount and the leverage loan receivable was extinguished, resulting in a net gain of $5.3 million. We recorded this gain as nonoperating income in the Consolidated Statements of Operations. We entered into a NMTC arrangement on April 25, 2019. The CDE related to this transaction loaned us $9.0 million with a maturity date of September 30, 2048. We make interest only payments on a quarterly basis with interest calculated annually at 1.96%. We entered into a NMTC arrangement on November 7, 2019. The CDE related to this transaction loaned us $12.0 million with a maturity date of November 7, 2039. We make interest only payments on a quarterly basis with interest calculated annually at 1.06%. Certain funds related to these NMTC arrangement are restricted for specific use during the compliance periods and these funds are reflected as restricted cash in the Consolidated Balance Sheets. |
Leverage Loans Receivable
Leverage Loans Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Leverage Loans Receivable | 7. Leverage Loans Receivable As part of our NMTC transactions (see Note 6), we have made leverage loans as follows: ● Leverage loan receivable from Meredian Bioplastics Investment Fund, LLC for $20.5 million; the loan was scheduled to mature July 22, 2042. Payments of interest were due quarterly, with interest calculated at 1%, from inception through July 23, 2019. Principal payments were to begin after July 23, 2019, if certain NMTC compliance requirements had not been met and the loan remained outstanding. This leverage loan was extinguished on July 31, 2019 (see Note 6). ● Leverage loan receivable from Danimer Bioplastics Investment Fund, for $14.3 million; the loan matures September 30, 2037. Payments of interest were due quarterly, with interest calculated at 1%, from December 31, 2013, through September 30, 2020. Principal payments were to begin after October 1, 2020, if certain NMTC compliance requirements had not been met and the loan remained outstanding. This leverage loan was extinguished on October 2, 2020 (see Note 6). ● Leverage loan receivable from Danimer Bainbridge Investment Fund, LLC for $6.3 million; the loan matures September 30, 2048. Payments of interest are due quarterly, with interest calculated at 2%, from inception through April 25, 2026. Principal payments will begin after April 25, 2026 if certain NMTC compliance requirements are not met and the loan remains outstanding. ● Leverage loan receivable from Twain Investment Fund 427, LLC for $5.6 million; the loan matures on November 7, 2039. Payments of interest are due quarterly, with interest calculated at 1.08% from inception through November 7, 2026. Principal payments will begin after November 7, 2026 if certain NMTC compliance requirements are not met and the loan remains outstanding. ● Leverage loan receivable from Twain Investment Fund 428, LLC for $1.6 million; the loan matures on November 7, 2039. Payments of interest are due quarterly, with interest calculated at 1.08% from inception through November 7, 2026. Principal payments will begin after November 7, 2026 if certain NMTC compliance requirements are not met and the loan remains outstanding. If NMTC compliance requirements are met, the balance of each outstanding leverage loan will be forgiven upon extinguishment of each debt instrument related to the respective NMTC agreements. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 8. Accrued Liabilities The components of accrued liabilities were as follows: December 31, (in thousands) 2020 2019 Compensation and related expenses $ 5,395 $ 1,023 Legal settlement 1,250 5,500 Transaction costs and other legal fees 1,293 181 Construction in progress expenditures 531 2,774 Other 751 246 Total accrued liabilities $ 9,220 $ 9,724 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. Long-Term Debt The components of long-term debt were as follows: December 31, (in thousands) 2020 2019 2019 Term Loan $ 27,000 $ 28,500 2019 Subordinated Term Loan 10,171 10,000 NMTC Notes 21,000 41,000 Paycheck Protection Program loan 1,776 - Convertible Debt - 8,267 Vehicle and Equipment Notes 329 395 Mortgage Notes 266 289 Total $ 60,542 $ 88,451 Less: Total unamortized debt issuance costs (3,955 ) (4,779 ) Less: Unamortized debt discount - (616 ) Less: Current cash maturities of $27,140, net of current portion of debt issuance costs in 2020 (25,201 ) (9,277 ) Total long-term debt $ 31,386 $ 73,779 2019 Term Loan In March 2019, we entered into a credit agreement (“2019 Term Loan”) for a $30 million term loan maturing on October 13, 2023. Principal payments are due in quarterly payments of $375,000 beginning April 1, 2019 with the outstanding principal balance due at maturity. Annual payments of principal are also due if we generate “excess cash flow”, as defined in the agreement. The 2019 Term Loan is secured by all real and personal property of Danimer Scientific Holdings, LLC (“DSH”) and its subsidiaries. The 2019 Term Loan provides for financial covenants including a maximum capital expenditures limit, leverage ratio and fixed charge coverage ratio, each of which becomes more restrictive over time. In July 2020, we modified the 2019 Term Loan such that the applicable margin in the interest rate formula (formerly calculated as the greater of (a) 2.25% or (b) Three month LIBOR, plus 4.5%) changed from 4.5% to a five-level tiered amount ranging from 4.5% if the consolidated senior leverage ratio, as defined in the Term Loan, is less than 1.5, to as high as 6.35% if the consolidated senior leverage ratio is greater than 2.25. When the amendment was executed, the applicable margin was 6.35% and will remain at 6.35% until the first day of the first full fiscal quarter after the delivery of the annual audited financial statements for the year ending December 31, 2020. Thereafter, the applicable margin will be adjusted on a quarterly basis. On December 31, 2020, we delivered noticed to lender that the 2019 Term Loan would be voluntarily prepaid in the total amount of $27.7 million including the outstanding principal amount of $27.0 million, a prepayment fee of $0.5 million along with $0.2 million in accrued unpaid interest. Since we repaid the 2019 Term Loan before the due date of the 2020 fourth quarter compliance certificate, we were not required to assess financial covenant compliance as of December 31, 2020. 2019 Subordinated Term Loan In March 2019, we entered into a subordinated second credit agreement (“Subordinated Term Loan”) for $10 million in term loans consisting of two loans in the amounts of $5.5 million and $4.5 million. The terms of the two loans are essentially the same. The term loans mature on February 13, 2024 and require monthly interest only payments, with the outstanding principal balance due at maturity. The base interest rate is the “Prime Rate” as quoted by the Wall Street Journal (adjusted each calendar quarter; 3.25% and 4.75% at December 31, 2020 and 2019, respectively) plus 2.75%. We have the option to pay up to two percent (2%) in any interest payable in any fiscal quarter by adding such interest payment to the principal balance of the related note (“PIK Interest”). During the year ended December 31, 2020, we used the PIK Interest option and an additional $171,000 was included in the principal balance at December 31, 2020. The Subordinated Term Loan is secured by all real and personal property of DSH and its subsidiaries but is subordinated to all other existing lenders. The Subordinated Term Loan provides for financial covenants including a maximum capital expenditures limit, leverage ratio, fixed charge coverage ratio and adjusted EBITDA, certain of which become more restrictive over time. At December 31, 2020, we were in compliance with all financial covenants. In connection with the terms of the Subordinated Term Loan, the lender purchased 16,667 shares of Legacy Danimer common stock for approximately $1.0 million. The lender had the option to require us to repurchase the shares at the original issue price at the earlier of 1) repayment in full of the outstanding balance of the loan, 2) March 14, 2025 or 3) a change in control of the Company, as defined. On December 29, 2020, as part of the Business Combination, the lender’s shares were exchanged for our shares based on the exchange ratio established in the Merger Agreement. NMTC Notes NMTC Notes were comprised of the following and are discussed further in Note 6: December 31, (in thousands) Issuance Date 2020 2019 AmCREF Fund 51 notes November 7, 2019 $ 12,000 $ 12,000 Carver Development CDE VI notes April 25, 2019 7,000 7,000 ST CDE LXII note April 25, 2019 2,000 2,000 QLICI Note A note September 30, 2013 - 14,734 QLICI Note B note September 30, 2013 - 5,266 Total NMTC notes $ 21,000 $ 41,000 Convertible Debt In January 2020, we issued convertible notes payable with an aggregate principal amount of $2.3 million and in November and December 2019, we issued convertible notes payable with an aggregate principal amount of $8.3 million. We used the net proceeds from the issuances primarily for general corporate purposes. These convertible notes were issued at a 4% discount and bear an annual interest rate of 8%, payable monthly. The notes contained an option for us to capitalize and add any interest payments to the principal amount of the notes as PIK Interest. Such PIK Interest bore the same interest rate as the original principal of the notes. Each convertible note matured on the later of the one-year anniversary of the issuance date and the date on which we received an equity investment in an amount sufficient to effectuate the payment in full of all unpaid principal and unpaid accrued interest on all of the convertible notes. The convertible notes were convertible into shares of Legacy Danimer common stock at the option of the holder by dividing the amount of principal and accrued interest due under the note by the lesser of (i) $60 and (ii) the price per share at which shares of equity securities were offered in the then most recent stock offering. The convertible notes were subordinated to the 2019 Term Loan and 2019 Subordinated Term Loan and any other bank financing. The value of the debt discount associated with the conversion features was calculated to be $0.4 million and was being amortized to interest expense over the life of the notes. We recognized interest expense relating to the discount of Our convertible debt included accounting conversion prices that create an embedded beneficial conversion feature (“BCF”) pursuant to the guidelines established by ASC Subtopic 470-20, Debt with Conversion and Other Options The BCF of a convertible note is measured based on the intrinsic value of the stated conversion price compared to the accounting conversion price. That amount is allocated to the BCF as a reduction to the carrying amount of the convertible note and is credited to additional paid-in-capital. The debt discount created is amortized to interest expense over the life of the note using the straight-line method, which approximates the effective interest method. The intrinsic value of the beneficial conversion feature resulting from the market price of our common stock in excess of the conversion price was approximately $0.4 million on the date of issuance for all convertible debt issuances. We recognized interest expense relating to the BCF of $0.4 million for the year ended December 31, 2020. In August 2020, we issued an additional $0.4 million of convertible notes under terms similar to those discussed above; however, these notes were not issued at a discount. These notes were convertible into shares of Legacy Danimer common stock at the option of the holder by dividing the amount of principal and accrued interest due under the note by the lesser of (i) $63 and (ii) the price per share at which shares of equity securities were offered in the then most recent stock offering. In September 2020, a noteholder converted its note with a principal plus accrued interest balance of $0.7 million into 10,912 shares of Legacy Danimer common stock (99,932 shares of Live Oak stock as retroactively restated) based on a conversion price of $60 per share as defined in the applicable debt agreement. Immediately prior to the closing of the Business Combination, all noteholders converted their outstanding debt into 184,157 shares of Legacy Danimer common stock based on the terms described above. The Legacy Danimer shares were then exchanged for 1,686,507 shares of Live Oak Class A common stock based on the exchange ratio established in the Merger Agreement. Paycheck Protection Program Loan In April 2020, we received $1.8 million under the Paycheck Protection Program (the “PPP Loan”). The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments were deferred for six months after the date of disbursement. The promissory note issued in connection with the PPP Loan contains events of default and other provisions customary for a loan of this type. The PPP Loan was used to retain employees, as well as for other permitted uses under the terms and conditions of the PPP Loan. Under the CARES Act, we were eligible to apply for forgiveness of certain amounts of the loan proceeds under the conditions of the PPP loan program. On December 11, 2020, we submitted an application for forgiveness of the PPP loan and the lender is reviewing such application for submission to the Small Business Administration (“SBA”) for final approval. However, we cannot provide assurance that we will be eligible for loan forgiveness or that any amount of the PPP loan will ultimately be forgiven. In connection with the Business Combination, we entered into an Escrow Agreement with the PPP lender and on the Closing Date deposited $1.8 million in escrow representing the principal, accrued interest, and escrow fee to pay the loan in full. Should the SBA ultimately determine that any amounts are forgivable, such funds would be returned to the Company by the escrow agent. We have classified amounts in escrow as restricted cash in the 2020 Consolidated Balance Sheet. Vehicle and Equipment Notes We have thirteen vehicle and equipment notes outstanding at December 31, 2020 primarily relating to motor vehicles and warehouse equipment. The notes bear interest at rates ranging from 5.11% to 8.49% and monthly payments ranging from $361 to $1,253. Mortgage Notes We have two mortgage notes secured by residential property with monthly payments ranging from $1,474 to $1,841. The notes bear interest at 6.5% and 5.99% with maturity dates of March 2022 and October 2023, respectively, when any outstanding principal balances are due. Original Term Loan We had previously entered into a credit agreement for a term loan with an original principal balance of $9.0 million that matured October 2027. The agreement required monthly principal and interest payments with interest calculated based on the Wall Street Journal prime rate (adjusted each calendar quarter) plus 1.75%. The note was secured by substantially all business assets of Legacy Danimer as well as the partial guaranty of the U.S. Department of Agriculture. This term loan was paid off in March 2019 with proceeds from the 2019 Term Loan in the amount of $6.1 million. In connection with the extinguishment of the Original Term Loan, we wrote off $0.3 million of debt issuance costs, which was included in interest expense in the 2019 Consolidated Statement of Operations. Note Payable – Other At December 31, 2018, we had a note payable outstanding in the amount of $4.5 million to an entity that was due in April 2020. The note bore interest at 12% and was secured by certain cash and equipment. This note was paid off in March 2019 with proceeds from the 2019 Term Loan in the amount of $4.4 million. Notes Payable – Stockholders At December 31, 2018, we had seven notes to various of our stockholders with interest rates on the notes ranging from 5% to 10%. Interest on the notes was payable monthly with the principal balance due in various months in 2019 and 2020. These notes were paid off in March 2019 with proceeds from the 2019 Term Loan in the amount of $3.1 million. As of December 31, 2020, the future cash maturities of long-term debt are as follows: (in thousands) Amount Year Ended December 31, 2021 $ 27,140 2022 2,116 2023 73 2024 10,207 2025 6 Thereafter 21,000 Total future maturities $ 60,542 Since continued compliance through the seven-year period is necessary, the NMTC notes (see Note 7) are included in the “thereafter” category of the debt maturity schedule shown above. In addition, on December 31, 2020, we entered into an agreement with our lender to prepay the outstanding balance of the 2019 Term Loan in January 2021. Accordingly, the outstanding principal relating to this indebtedness in the amount of $27.0 million has been classified as a current maturity in the accompanying Consolidated Balance Sheet at December 31, 2020. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | 10. Stockholders’ Equity Common Stock On December 30, 2020, our common stock and public warrants began trading on the New York Stock Exchange under the symbol “DNMR” and “DNMR WS”, respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, we are authorized and have available for issuance the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 200,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock. Immediately following the Business Combination, there were 84,535,640 shares of common stock with a par value of $0.0001, and 16,000,000 warrants outstanding. As discussed in Note 3, we have retroactively adjusted the shares issued and outstanding prior to December 29, 2020 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. As discussed in Note 9, certain outstanding indebtedness was convertible into shares of Legacy Danimer common stock. Immediately prior to closing of the Business Combination, all noteholders converted their outstanding debt into shares of Legacy Danimer common stock based on the terms of the note agreements, primarily at $60 per share. Upon the Closing, the Legacy Danimer shares were exchanged for 1,686,507 shares of Live Oak Class A common stock based on the exchange ratio established in the Merger Agreement. We had previously recorded various notes receivable totaling $28.8 million immediately prior to the Business Combination and $27.7 million as of December 31, 2019, respectively. These notes related to the exercise of stock options by two officers of the Company. These notes were recorded as an offset to equity and bore interest at between 1.18% and 2.72%. In accordance with ASC 718, the total common shares outstanding in the Consolidated Financial Statements at December 31, 2019 did not include 671,124 shares of Legacy Danimer that were issued pursuant to the exercises of employee option grants for which the exercise price was remitted by the officers through the issuance of the nonrecourse notes to the Company. In connection with the Business Combination, the officers entered into Note Payoff and Termination Agreements (“Payoff Agreements”) whereby these nonrecourse notes were settled in exchange for shares of our common stock based on the closing per share price of our common stock on the Closing Date. The transaction resulted in the surrender of 1,188,930 shares of our common stock by the officers and, accordingly, 4,957,231 options are considered exercised and the shares are outstanding. In conjunction with the Business Combination, Live Oak obtained commitments from certain PIPE Investors to purchase shares of Live Oak Class A common stock, which were automatically converted into 21,000,000 shares of Live Oak’s Class A common stock for a purchase price of $10.00 per share, which were automatically converted into shares of our common stock on a one-for-one basis upon the closing of the Business Combination. As of December 31, 2020, we had 84,535,640 shares of common stock outstanding. The following summarizes our common stock outstanding as of December 31, 2020: Shares % Legacy Danimer common stock outstanding 31,893,902 37.7 % Convertible debt converted 1,686,507 2.0 % Exercise of executive stock options 4,957,231 5.9 % Live Oak public stockholders, net of redemptions 19,998,000 23.7 % Live Oak Founder shares 5,000,000 5.9 % PIPE shares 21,000,000 24.8 % Total common stock outstanding 84,535,640 100.0 % Preferred Stock We are authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of December 31, 2020 and 2019, no shares of preferred stock were issued or outstanding. Public Warrants Upon the Closing, there were 10,000,000 outstanding Public Warrants to purchase shares of our common stock that were issued by Live Oak prior to the Business Combination. Each whole warrant entitles the holder to purchase one share of our common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time after May 7, 2021. Once the Public Warrants become exercisable, we may redeem the outstanding warrants in whole at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of our common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders. The Public Warrants will expire on December 28, 2025 or earlier upon redemption or liquidation. These warrants qualify as equity instruments and we have included them in additional paid-in capital in the Consolidated Balance Sheet at December 31, 2020. Private Warrants Upon the Closing, there were 6,000,000 outstanding private warrants to purchase shares of our common stock that were issued by Live Oak prior to the Business Combination. Each whole warrant entitles the holder to purchase one share of our common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time after May 7, 2021. The Private Warrants (including our common stock issuable upon exercise of the Private Warrants) are not transferable, assignable, or saleable until after January 28, 2021 and they will not be redeemable so long as they are held by the Sponsor or its permitted transferee. The Private Warrants have terms and provisions that are identical to the Public Warrants. The Private Warrants will expire on December 28, 2025 or earlier upon redemption or liquidation. These warrants qualify as equity instruments and we have included them in additional paid-in capital in the Consolidated Balance Sheet at December 31, 2020. Dividends We have not paid any cash dividends on the common stock to date. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board of Directors of the Company and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that the Board may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we may incur. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation Legacy Danimer Stock Incentive Plans Prior to the Business Combination, the Board of Directors of Legacy Danimer approved the 2016 Director and Executive Officer Stock Incentive Plan (the “2016 Executive Plan”) and the 2016 Omnibus Stock Incentive Plan (the “2016 Omnibus Plan”). The 2016 Executive Plan provided for the granting of stock options to directors and executive officers of Legacy Danimer. The 2016 Omnibus Plan provided for the grant of stock options to employees and consultants. In addition, Legacy Danimer had issued stock options and warrants (“Non-Plan Legacy Danimer Options and Warrants”) that were not subject to the above option plans. As a result of the Business Combination, our stockholders approved the Danimer Scientific, Inc. 2020 Long-Term Equity Incentive Plan (the “2020 Incentive Plan”). In accordance with the Merger Agreement, the Board also approved assuming all outstanding equity-based awards granted under the 2016 Executive Plan and 2016 Omnibus Plan and converting those awards into equity-based awards in our common stock effective upon the consummation of the Business Combination, based on exchange ratios established in the Merger Agreement, and with the same general terms and conditions corresponding to the original awards. We rolled forward all outstanding options granted under the 2016 Executive Plan and 2016 Omnibus Plan into the same type of equity-based awards under the 2020 Incentive Plan effective upon the consummation of the Business Combination. The awards under the 2016 Executive Plan and 2016 Omnibus Plan have been retroactively restated as awards reflecting the exchange ratio established in the Merger Agreement. 2020 Equity Incentive Plans In connection with the Business Combination, on December 29, 2020, our stockholders approved the 2020 Incentive Plan and the 2020 Employee Stock Purchase Plan (the “2020 ESPP”). 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. 3,093,984 shares of our common stock are available to be issued with respect to awards under the 2020 Incentive Plan. This limit is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. Under the 2020 ESPP, there are 2,571,737 authorized but unissued or reacquired shares of common stock reserved for issuance, and as of December 31, 2020 we have not begun offering the 2020 ESPP to our employees. Non-Plan Legacy Danimer Options and Warrants Prior to 2017, Legacy Danimer had issued 208,183 stock options that were not a part of either the 2016 Executive Plan or the 2016 Omnibus Plan described above. These options have a Weighted Average Exercise Price of $30 per share. As of the Business Combination Closing Date, 30,493 of these options were vested, exercisable and remained outstanding as 177,688 options were exercised during the year ended December 31, 2020 prior to the Business Combination for aggregate proceeds of $5.3 million. In connection with the Business Combination, these options were converted to options to purchase 279,253 shares of our common stock based on the ratio established in the Merger Agreement. As of the Business Combination Closing Date, Legacy Danimer had 55,139 warrants outstanding with an exercise price of $30 per share. In connection with the Business Combination, these options were converted to options to purchase 506,611 shares of our common stock based on the ratio established in the Merger Agreement. Stock Options A summary of stock option activity under our equity plans for the year ended December 31, 2020 follows: Number of Weighted Weighted Aggregate Balance, December 31, 2019, as previously reported 1,216,586 $ 36.57 6.91 $ 28,500,630 Retrospective application of reverse acquisition 9,924,905 Balance, December 31, 2019 after effect of reverse acquisition 11,141,491 4.00 6.91 28,500,630 Granted 6,089,669 22.46 Exercised (6,209,331 ) 4.48 Forfeited (13,296 ) 3.28 Balance, December 31, 2020 11,008,533 $ 13.94 8.38 $ 105,341,482 December 31, 2020: Exercisable 5,040,397 $ 4.58 6.20 $ 95,419,427 Vested and expected to vest 11,008,533 $ 13.94 8.38 $ 105,341,482 The weighted average grant-date fair values of options granted during 2020 and 2019 were $8.91 and $2.13, respectively. The total aggregate intrinsic value of stock options exercised during 2020 was $121.3 million. There were no stock options exercised during 2019. In the table above, the options expected to vest are the result of applying the prevesting forfeiture rate assumption to total outstanding options. We have estimated the prevesting forfeiture rate to be zero. The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding and exercisable stock options and the fair value of our common stock at December 31, 2020. Not included in the table above were additional awards that were communicated to recipients, but for which an accounting grant date has not occurred, as follows: ● 3,000,000 shares of restricted stock for which the grant date is dependent on a Registration Statement on Form S-8 to register the shares being declared effective by the Securities and Exchange Commission. This occurred subsequent to December 31, 2020, therefore these awards are not reflected in these Consolidated Financial Statements. ● 1,466,874 stock options that require an increase in the number of shares issuable under the 2020 Incentive Plan to allow for exercise. The increase in shares requires shareholder approval which has not occurred and which we determined is not a perfunctory exercise, therefore no accounting grant date was established. As a result, these awards are not reflected in these Consolidated Financial Statements. During the year ended December 31, 2020, we granted certain option awards with market-vesting conditions. These options will vest in equal tranches based on the following thresholds: 1. On or after the first anniversary of the grant date the closing price per share of our common stock equals or exceeds $14.00 for any 20 trading dates within a 30-day trading period beginning on the first anniversary of the grant date. 2. On or after the second anniversary of the grant date the closing price per share of our common stock equals or exceeds $17.00 for any 20 trading dates within a 30-day trading period beginning on the first anniversary of the grant date. 3. On or after the third anniversary of the grant date the closing price per share of our common stock equals or exceeds $20.00 for any 20 trading dates within a 30-day trading period beginning on the first anniversary of the grant date. Due to the presence of a market condition, these awards were valued 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. A fair value is determined for each potential outcome. The grant date fair value of the award is the average of the fair values calculated for each potential outcome. We have estimated the fair values of all other option awards on the dates of grant using the Black-Scholes option pricing model with the following ranges of assumptions: 2020 2019 Expected annual dividend yield (1) 0.0% 0.0% Expected volatility (2) 38.0% - 43.4% 37.2% - 38.1% Risk-free rate of return (3) 0.23% - 0.88% 1.53% - 2.37% Expected option term (years) (4) 5.5 - 6.5 4.5 - 6.0 (1) We have not paid and do not currently anticipate paying a cash dividend on our common stock. (2) We estimated expected volatilities using the mean stock price for peer public companies over a historic timeframe similar to the expected term, with adjustments for differences in size and capital structure. (3) We estimated risk-free rates of return using the U.S. Treasury yield curve in effect as of the valuation date. (4) We estimated the expected term using the “simplified” method described in SEC Staff Accounting Bulletin 14. As of December 31, 2020, there was $53.2 million of unrecognized compensation cost related to nonvested stock options granted under the 2020 Incentive Plan. That cost is expected to be recognized over a weighted-average period of 3.0 years. The total fair value of options vested during the years ended December 31, 2020 and 2019 were $3.5 million and $5.2 million, respectively. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Operating Leases | 12. Operating Leases In August 2018, we signed a definitive agreement for the purchase of a fermentation facility in Winchester, Kentucky (the Kentucky Facility), including the equipment, machinery, and other personal property located at such facility, for a purchase price of $23.0 million. In December 2018, we consummated the acquisition of the Kentucky Facility and simultaneously entered into a sale and leaseback transaction with a large, diversified commercial property REIT pursuant to which we sold the Kentucky Facility and certain of our facilities located in Bainbridge, Georgia to the REIT for $30.0 million and leased back the same properties from the REIT under a net lease for an initial term of 20 years with renewal terms up to an additional 20 years at our option. During the first year of the lease, the base annual rent was $2.4 million with $0.2 million being payable monthly. The rent is subject to an adjustment of the lesser of (i) 2.0% or (ii) 1.25 times the change in the Consumer Price Index on January 1, 2020, and annually on every January 1st thereafter during the lease term, including any extension terms. We have determined that the 2.0% increase represents an in-substance fixed lease payment and has included such amount in the measurement of lease payments. The renewal terms have not been recognized as part of the right of use asset and lease liability since we have not determined that their exercise is reasonably certain. We used our estimated 2018 incremental borrowing rate of 12.89% when determining the discount rate for the lease. In May 2020, we entered into a disbursement agreement with the same commercial property REIT referenced above. In accordance with this disbursement agreement, the landlord reimbursed us for $7.3 million in leasehold improvements. Of this total, $6.2 million was paid directly to us and $1.1 million was paid directly to our general contractor to settle outstanding invoices. We accounted for these payments as lease incentives and continue to include these improvements in property, plant and equipment. This additional transaction was executed as an amendment to the existing master lease with the lease term and all other provisions of the original lease, other than the monthly rent, remaining unchanged. This transaction increased the annual base rent for the master lease agreement to $3.1 million in the initial year of the amendment and continued the annual adjustment as discussed above. We evaluated the present value of the revised payments using our estimated incremental borrowing rate of 11.5% as of the date of the amendment which increased the lease liability by $7.1 million. As of December 31, 2020, the lease, as amended, had a remaining term of 18 years. The following table sets forth our operating lease costs: Years Ended December 31, (in thousands) 2020 2019 Cost of revenue $ 1,402 $ 358 Selling, general and administrative 1,683 2,334 Research and development 535 443 Total operating lease cost $ 3,620 $ 3,135 Supplemental cash flow information related to operating leases was as follows: Years Ended December 31, (in thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows due to operating leases $ 2,950 $ 2,875 The following table reconciles the undiscounted future lease payments for operating leases to the operating lease liabilities recorded in the Consolidated Balance Sheet at December 31, 2020, in thousands: (in thousands) Undiscounted future operating lease cash flows 2021 $ 3,190 2022 3,254 2023 3,319 2024 3,386 2025 3,453 Thereafter 51,710 68,312 Less interest (41,137 ) Present value of lease liability $ 27,175 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The significant components of our income tax (benefit) expense were as follows: Years Ended December 31, (in thousands) 2020 2019 Current tax expense (benefit) Federal $ - $ (52 ) State - - Total current expense (benefit) - (52 ) Deferred tax expense (benefit) Federal (2,134 ) - Federal valuation allowance 2,134 3,218 State (463 ) - State valuation allowance 463 919 Total deferred expense - 4,137 Total income tax expense $ - $ 4,085 A reconciliation of the income tax provision to that computed by applying the statutory federal income tax rate to the income before the provision for income taxes is as follows: Years Ended December 31, (in thousands) 2020 2019 Federal income tax benefit at statutory federal rate $ (2,640 ) $ (3,211 ) State income tax benefit, net of federal taxes (573 ) (725 ) Transaction costs associated with the Business Combination (220 ) - Revisions to prior years’ estimates 662 (1,003 ) Stock-based compensation 157 - Other permanent differences 17 18 Other - 3 Valuation allowance 2,597 9,003 Total income tax expense $ - $ 4,085 Deferred income tax amounts result from temporary differences between financial statements and income tax reporting. Components of our net deferred tax assets and liabilities were as follows: December 31, (in thousands) 2020 2019 Deferred income tax assets Net operating loss carryforwards $ 16,614 $ 11,357 Lease liability 6,921 5,098 Stock-based compensation 1,061 1,493 Deferred loan costs - 760 Contribution carryforwards 89 77 Legal settlement accrual 637 2,038 Deferred revenue 625 825 Allowance for doubtful accounts 33 31 Accrued bonus - 85 Interest expense limitation - 38 Other 143 - Total deferred income tax assets 26,123 21,802 Valuation allowance (19,050 ) (16,453 ) Total deferred income tax assets, net of valuation allowance 7,073 5,349 Deferred income tax liabilities Right-of-use assets (4,938 ) (5,098 ) Depreciation and amortization (2,135 ) (251 ) Total deferred income tax liabilities (7,073 ) (5,349 ) Net deferred income tax asset $ - $ - In assessing the realizability of deferred income tax assets, we consider whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods at which time those temporary differences become deductible. In making valuation allowance determinations, we consider all available evidence, positive and negative, affecting specific deferred tax assets, including the scheduled reversal of deferred income tax liabilities, projected future taxable income, the length of carry-back and carry-forward periods, and tax planning strategies in making this assessment. The following details the activity in the valuation allowance for the years ended December 31, 2020 and 2019: (in thousands) Beginning Balance Additions Amounts Ending Balance Year ended December 31, 2019 $ 7,450 $ 9,003 $ - $ 16,453 Year ended December 31, 2020 $ 16,453 $ 2,597 $ - $ 19,050 Certain of our deferred tax assets relate to federal and state net operating losses and credits. As of December 31, 2020 and 2019, we had net operating loss carryforwards of $65 million and approximately $48 million, respectively, available and no capital loss carryforwards available to offset future taxable income. A substantial portion of the net operating loss carryforwards were generated prior to June 2, 2014. Our federal and state net operating loss carryforwards generated before 2018 expire at various times during the tax years from 2028 through 2036, while net operating loss carryforwards generated 2018 and after will have an indefinite life carryforward. We recognize interest and penalties related to unrecognized tax liabilities as a component of income tax expense, if any. We recognized no material interest and penalties during the years ended December 31, 2020 and 2019, and we had no accrued interest or penalties as of December 31, 2020 and 2019. During the year ended December 31, 2020, the President of the United States signed and enacted into law the CARES Act and the CAA. Among other provisions, the CARES Act and the CAA provide relief to U.S. federal corporate taxpayers through temporary adjustments to net operating loss rules, changes to limitations on interest expense deductibility, and the acceleration of available refunds for minimum tax credit carryforwards. We evaluated the impact of the CARES Act as part of ASC 740 consideration and do not expect the provisions of the CARES Act would result in a material impact to the Consolidated Financial Statements. We continue to monitor the impact the CARES Act may have on our business. We file U.S. federal income tax returns and state income tax returns for Georgia and Kentucky. We are no longer subject to examinations by major tax jurisdictions for years ended December 31, 2016 and prior. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions Notes payable totaling $2.6 million were owed by Legacy Danimer to various stockholders at December 31, 2019. At December 31, 2019, these amounts were included in convertible debt within long-term debt (see Note 9). As discussed in Note 9, these notes were converted immediately prior to the Business Combination and then exchanged for shares our common stock based upon the ratio specified in the Merger Agreement. In connection with the terms of the 2019 Subordinated Term Loan, the lender purchased 16,667 shares of Legacy Danimer common stock for $1.0 million. In connection with the Business Combination, these shares were exchanged for Live Oak Class A common stock based upon the ratio specified in the Merger Agreement. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 15. Retirement Plan We maintain a defined contribution retirement plan (the “Plan”) for the benefit of employees who meet certain age and employment criteria. Contributions to the Plan include both a match of 100% of employee contributions up to 4% of each eligible employee’s compensation and, from time to time, a discretionary amount. Total Company matching expense was $0.3 and $0.2 million for the years ended December 31, 2020 and 2019, respectively; there were no discretionary contributions during the years ended December 31, 2020 and 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies In connection with our 2007 acquisition of certain intellectual property, we agreed to pay royalties upon production and sale of PHAs. The royalty is $0.05 per pound for the first 500 million pounds of PHA sold and decreases to $0.025 per pound for cumulative sales in excess of that amount until the underlying patents expire. We incurred approximately $0.1 million in royalties during the year ended December 31, 2020. There were no royalties owed for the year ended December 31, 2019. In November 2015, we terminated a former executive and terminated our contract with an advisory firm (the “Advisory Contract”), pursuant to which we, through the advisory firm, engaged the individual as an executive of the Company. In December 2015, we deemed the Advisory Contract, together with all related arrangements in connection therewith, void, including any share issuances in connection with such arrangements. We filed suit against the former executive and the advisory firm during 2016, and various counterclaims were filed by the former executive and the advisory firm. During the third quarter of 2020, this matter was settled and we agreed to pay $8 million to resolve all outstanding claims, the executive agreed to the cancellation of any shares issued to such executive pursuant to the Advisory Contract and related arrangements, and the exchange of mutual releases among the parties. The liability is included in Accrued expenses ($1.3 and $5.5 million) and other long-term liabilities ($1.2 and $2.5 million) in the Consolidated Balance Sheets at December 31, 2020 and 2019, respectively. The $8 million expense has been recorded in operating expenses in the Statement of Operations for the year ended December 31, 2019. In conjunction with our planned expansion of our Winchester, Kentucky production facility, we had outstanding noncancellable purchase orders of $4.3 million at December 31, 2020. It is our expectations that these commitments will be satisfied during fiscal 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Subsequent Events On January 29, 2021, we paid off and terminated our 2019 Term Loan. All related liens and security interests in our assets and guarantees were terminated and released. We settled the 2019 Term Loan for $27.7 million including the outstanding principal amount of $27.0 million, a prepayment fee of $0.5 million along with $0.2 million in accrued unpaid interest. We recognized a loss of $2.6 million upon extinguishment due to the prepayment fee, the write off of unamortized debt issuance costs, and related fees. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the |
Segments | Segments Our chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. We have one primary business activity and there are no segment managers who are held accountable for operating results at a level below the consolidated unit level. Accordingly, we have determined that we have one operating and reportable segment. Revenue by geographic areas is based on the location of the customer. Long-lived assets held outside the United States are immaterial. The following is a summary of revenue information by major geographic area: Year Ended December 31, (in thousands) 2020 2019 Domestic $ 24,964 $ 16,987 Germany 12,157 6,696 Belgium 4,916 4,152 Switzerland 4,423 4,000 All other countries 873 509 Total revenue $ 47,333 $ 32,344 |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash or deposits with financial institutions and deposits in highly liquid money market securities. Deposits with financial institutions are insured by the Federal Deposit Insurance Corporation up to $250,000. Bank deposits at times may exceed federally insured limits. At December 31, 2020, amounts included in restricted cash were $1.8 million paid into an escrow account in connection with the Business Combination to fund repayment, if required, of the PPP loan (see Note 9) and $0.5 million related to amounts required under New Markets Tax Credit (“NMTC”) debt agreements with various lenders. These amounts are classified as long-term as the restrictions will lapse when the related debt instruments are extinguished. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows. December 31, (in thousands) 2020 2019 Cash and cash equivalents $ 377,581 $ 6,261 Restricted cash 2,316 3,017 Total cash and cash equivalents and restricted cash $ 379,897 $ 9,278 |
Accounts Receivable | Accounts Receivable We record accounts receivable at the stated amount of the transactions with our customers and we do not charge interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses associated with our accounts receivable. We determine the allowance based on historical writeoff experience. Past-due balances are reviewed individually for collectibility. We charge off account balances against the allowance after we have exhausted all means of collection and we consider the potential for recovery to be remote. At December 31, 2020 and 2019, the allowance for doubtful accounts was not material. |
Concentration of Credit Risk | Concentration of Risk Our accounts receivable at December 31, 2020 are concentrated with respect to five customers. Combined, these five customers collectively represent approximately 80% of total accounts receivable reflected in the accompanying Consolidated Balance Sheets as of December 31, 2020. Our accounts receivable at December 31, 2019 are concentrated with respect to three customers. These three customers collectively represent approximately 57% of total accounts receivable in the accompanying Consolidated Balance Sheet as of December 31, 2019. For the year ended December 31, 2020, we had three customers that each individually accounted for more than 10% of revenue, representing 58% of total revenue. For the year ended December 31, 2019, four customers each individually accounted for more than 10% of revenue, representing 65% of total revenue. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price we would receive to sell an asset in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities; Level 2 Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; Level 3 Unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The carrying amounts of our cash and cash equivalents and restricted cash were measured using quoted market prices in active markets and represent Level 1 investments. Our other financial instruments such as accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their short maturities. The carrying value of our long-term debt instruments also approximates fair value due to their floating interest rates and/or short-term maturities (see Note 9). |
Inventories | Inventories Inventories primarily consist of raw materials and finished products and are valued at the lower of cost or net realizable value. We determine cost using the average cost method. We review the carrying value of inventory on a periodic basis for excess or obsolete items based on historical turnover and assumptions about future product demand, and by analyzing the current selling price for purposes of accounting for inventory at the lower of cost or net realizable value. If we determine the quantities exceed the estimated forecast, that an item is obsolete, or the expected net realizable value upon sale is lower than the currently recorded cost, we record a write-down, charged to cost of revenue, to reduce the value of the inventory to its net realizable value and establish a new cost basis. |
Property, Plant, and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Property, plant and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to forty years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term of twenty years. Major property additions, replacements, and improvements that extend useful life are capitalized, while maintenance and repairs which do not extend the useful lives of the assets are expensed. Net gains or losses on equipment sales and other property dispositions are reflected in the Consolidated Statements of Operations as operating income or expense. |
Intellectual Property | Intellectual Property Intellectual property represents patents initially measured at cost. The majority of the patents were purchased from another commercial corporation. Patent costs are amortized on a straight-line basis over the estimated remaining useful lives at acquisition of the applicable patents which range from 13 to 16 years. At both December 31, 2020 and 2019, the gross carrying value of intellectual property subject to amortization was approximately $7.8 million. Accumulated amortization was approximately $6.5 and $6.0 million at December 31, 2020 and 2019, respectively. Amortization expense was $0.5 million for each of the years ended December 31, 2020 and 2019 and is included in research and development costs in the Consolidated Statements of Operations. At December 31, 2020 and 2019, the intellectual property balance also includes $0.5 and $0.2 million, respectively, of costs deferred pending resolution of patent acceptance. We expect amortization expense to be approximately $0.5 million for each of the years ending December 31, 2021 and 2022 and $0.3 million for the year ending December 31, 2023. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate long-lived assets, including property, plant and equipment and finite-lived intangibles, for impairment if events and circumstances indicate that the carrying amount of the assets may not be recoverable. If we determine that the carrying value of a long-lived asset may not be recoverable, we determine recoverability by comparing the carrying amount of the asset to the net future undiscounted cash flows that we expect the asset to generate. If the asset’s carrying value exceeds undiscounted cash flows, we recognize an impairment charge equal to the amount by which the carrying amount exceeds the fair market value of the asset. There were no impairments recognized during the years ended December 31, 2020 and 2019. |
Debt Financing Costs | Debt Financing Costs Debt financing costs related to long-term debt are reported as a direct deduction from that debt. Debt financing costs are amortized using the straight-line method which approximates the effective interest rate method over the term of the related debt. Amortization of debt financing costs is included in interest expense in the Consolidated Statements of Operations and was $1.0 and $1.3 million, respectively, for the years ended December 31, 2020 and 2019. |
Revenue Recognition | Revenue Recognition We recognize revenue from product sales and services in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers We derive our revenues primarily from: 1) product sales of developed compostable resins based on polyactic acid (“PLA”), polyhydroxyalkanoates (“PHA”), and other renewable materials; and 2) research and development (“R&D”) services related to developing customized formulations of biodegradable resins based on PHA. We generally produce and sell finished products, for which we recognize revenue upon shipment, which is typically when control of the underlying product is transferred to the customer and all other revenue recognition criteria have been met. Due to the highly specialized nature of our products, returns are infrequent, and therefore we do not estimate amounts for sales returns and allowances. We offer a standard quality assurance warranty related to the fitness of our finished goods. There are no forms of variable consideration such as discounts, rebates, or volume discounts that we estimate to reduce our transaction price. R&D service revenues generally involve milestone-based contracts under which we work with a customer to develop a PHA-based specific solution designed to the customer’s specifications, which may involve a single or multiple performance obligations. When an R&D contract has multiple performance obligations, we allocate the transaction price to the performance obligations utilizing a cost-plus approach to estimate the stand-alone selling price, which contemplates the level of effort to satisfy the performance obligations, and then allocate the transaction price to each of the performance obligations based on the relative percentage of the stand-alone selling price. We recognize revenue for these R&D services over time with progress measured utilizing an input method based on personnel costs incurred to date as a percentage of total estimated personnel costs for each performance obligation identified within the contract. Upon completion of the R&D services, the customers have an option to enter into long-term supply agreements with us for the product(s) that were developed within the respective contracts. We concluded these customer options were marketing offers, not separate performance obligations, since the options did not provide a material right to any of our customers. We incur certain fulfillment costs that meet the criteria for capitalization in accordance with ASC 340. These costs are amortized to cost of revenue on a per pound basis as products are sold. For the year ended December 31, 2020, we charged $0.2 million of fulfillment costs to cost of revenue. At December 31, 2020 and 2019, we had $1.5 and $0.8 million, respectively, of contract assets recorded related to these fulfillment costs. We recognize a contract liability if we receive consideration (or have the conditional right to receive consideration) in advance of performance, which only occurs with our R&D services contracts. At the inception of our R&D services contracts, customers generally pay consideration at the commencement of the agreement and at milestones as outlined in the contracts. The following table shows the significant changes in the contract liability balance for the years ended December 31, 2020 and 2019: December 31, (in thousands) 2020 2019 Beginning balance $ 4,580 $ 5,000 Revenue recognized (4,405 ) (760 ) Unearned consideration received 2,280 340 Ending balance $ 2,455 $ 4,580 Our accounts receivable generally have net 30 to net 60-day payment terms and we usually receive consideration in accordance with the payment terms of the contract. Accordingly, we do not provide customers significant financing as defined in ASC 606. As of December 31, 2020 and 2019, accounts receivable related to sales were $6.3 and $4.5 million, respectively. We evaluate financial performance and make resource allocation decisions based upon the results of our single operating and reportable segment; however, we believe revenues by our primary revenue streams best depicts how the nature, amount, timing and certainty of our net sales and cash flows are affected by economic factors. Years Ended December 31, (in thousands) 2020 2019 Products $ 40,692 $ 26,862 Services 6,641 5,482 Total revenue $ 47,333 $ 32,344 |
Cost of Revenue | Cost of Revenue Direct costs of production and delivery (including raw materials, inbound and outbound freight, production and warehouse salaries and stock-based compensation, plant utilities, plant rent, depreciation, and other production-related expenditures) are charged to cost of revenue in the same period as the related revenue is recognized. Other direct incremental third-party costs related to our R&D contracts are charged to cost of revenue. |
Stock-Based Compensation | Stock-Based Compensation Awards to employees have been granted with both service-based only and market-based and service-based conditions that affect vesting. Service-based only awards have graded vesting features, usually over three-year periods. Expense associated with service-based only condition awards with graded vesting features is recognized on a straight-line basis over the requisite service period. Expense associated with market-based and service-based vesting conditions is recognized on a straight-line basis over the longest of the explicit, implicit or derived service period term of the award. Stock-based compensation expense is recorded in the Consolidated Statements of Operations as follows: Years Ended December 31, (in thousands) 2020 2019 Cost of revenue $ 126 $ 76 Selling, general and administrative 3,313 5,036 Research and development 206 159 Total stock-based compensation $ 3,645 $ 5,271 Stock-based compensation awards have a contractual life that ranges from less than one year to ten years and are recognized in the Consolidated Financial Statements based on their grant date fair value. We estimate the fair value of each stock option award using an appropriate valuation method. We use a Black-Scholes option pricing model to value our service-based only option awards and a Monte Carlo simulation to value our market-based and service-based option awards. We use the resulting fair values for financial reporting purposes. We estimate forfeitures and record compensation expense based on this estimate over the vesting periods of our equity compensation awards. If actual pre-vesting forfeitures differ from our estimated forfeitures, we record a true-up to ensure that expense is fully recognized for awards that have vested. |
Advertising Costs | Advertising Costs We charge advertising costs to selling, general and administrative expense as incurred. Advertising costs were not material for the years ended December 31, 2020 and 2019, respectively, and are included as a component of selling, general and administrative expenses in the Consolidated Statements of Operations. |
Research and Development Costs | Research and Development Costs We charge research and development costs to expense as incurred. Research and development costs include salaries, depreciation, stock-based compensation, consulting and other external fees, and facility costs directly attributable to research and development activities and were $7.9 and $5.5 million for the years ended December 31, 2020 and 2019, respectively. |
Income Taxes | Income Taxes We are taxed as a corporation and as such use the asset and liability method of accounting for income taxes. We file consolidated income tax returns that include our subsidiary legal entities. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits such as net operating loss carryforwards to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. In the ordinary course of business, there may be transactions for which the ultimate tax outcome is uncertain. We assess uncertain tax positions in each of the tax jurisdictions in which we operate and account for the related financial statement implications. Unrecognized tax benefits are reported using the two-step approach, under which tax effects of a position are recognized only if it is more likely than not to be sustained and the amount of the tax benefit recognized is equal to the largest tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement of the tax position. Determining the appropriate level of unrecognized tax benefits requires us to exercise judgment regarding the uncertain application of tax law. We would adjust the amount of unrecognized tax benefits when information became available or when an event occurred indicating a change would be appropriate. We would include interest and penalties related to any uncertain tax positions as part of income tax expense. We did not have any material uncertain tax positions or related interest or penalties for the years ended December 31, 2020 or 2019. |
Leases | Leases Operating leases are included in right of use assets and lease liabilities on the Consolidated Balance Sheets. The right of use assets and lease liabilities are recognized as the present value of the future lease payments over the lease term at commencement date, adjusted for lease incentives, prepaid or accrued rent, and unamortized initial direct costs, as applicable. Since most of the leases do not provide a readily determinable rate implicit in the lease, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Our lease terms may include options to extend or terminate the lease, typically at our own discretion. We evaluate the renewal options at commencement and if they are reasonably certain of exercise, we include the renewal period in the lease term. Lease costs associated with operating leases consist of both fixed and variable components. Expense related to fixed lease payments are recognized on a straight-line basis over the lease term. Variable payments, such as insurance and property taxes, are recorded as incurred and are not included in the initial lease liability. Lease costs are recorded in cost of revenue, research and development, and selling, general and administrative expenses based on the underlying use of the right of use assets. |
Net (Loss) Earnings per Share | Net (Loss) Earnings per Share We compute basic net loss per share by dividing net loss by the weighted-average number of common shares outstanding during the period. We compute diluted loss per share by dividing net loss by the weighted-average number of common shares outstanding during the period, including potentially dilutive ordinary shares from option exercises, employee share awards, and other dilutive instruments that have been issued. For periods where we have presented a net loss, such securities are excluded from the computation of diluted net loss per share as they would be anti-dilutive. We excluded 13,332,661 and 6,812,762, respectively, of potentially dilutive shares from the computation of earnings per share for 2020 and 2019 as their effect would be anti-dilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Stock-Based Compensation — Stock Compensation (“Topic 718”) and Revenue from Contracts with Customers (“Topic 606”). Stock-Based Compensation — Improvements to Non-employee Share-Based Payment Accounting Compensation-Stock Compensation Equity-Equity-Based Payments to Non-Employees |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Financial Instruments - Credit Losses — Financial Instruments - Credit Losses Accounting for Income Taxes — , Income Taxes (“Topic 740”), |
Description of Business and B_2
Description of Business and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of consolidated balance sheet | December 31, 2019 Balance Sheet (in thousands) As reported Correction As Revised Assets Property, plant and equipment, net $ 73,202 $ (850 ) $ 72,352 Deferred income tax asset, gross 16,704 5,098 21,802 Deferred income tax liability (467 ) (4,882 ) (5,349 ) Deferred income tax asset valuation allowance (16,237 ) (216 ) (16,453 ) Net impact on deferred income taxes - - - Total assets 145,423 (850 ) 144,573 Stockholders’ Equity Accumulated deficit (49,080 ) (850 ) (49,930 ) Total stockholders’ equity 17,426 (850 ) 16,576 Total liabilities and stockholders’ equity 145,423 (850 ) 144,573 |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of revenue information by major geographic area | Year Ended December 31, (in thousands) 2020 2019 Domestic $ 24,964 $ 16,987 Germany 12,157 6,696 Belgium 4,916 4,152 Switzerland 4,423 4,000 All other countries 873 509 Total revenue $ 47,333 $ 32,344 |
Schedule of reconciliation of cash and cash equivalents and restricted cash in financial statements | December 31, (in thousands) 2020 2019 Cash and cash equivalents $ 377,581 $ 6,261 Restricted cash 2,316 3,017 Total cash and cash equivalents and restricted cash $ 379,897 $ 9,278 |
Schedule of changes in contract liability balance | December 31, (in thousands) 2020 2019 Beginning balance $ 4,580 $ 5,000 Revenue recognized (4,405 ) (760 ) Unearned consideration received 2,280 340 Ending balance $ 2,455 $ 4,580 |
Schedule of net sales and cash flows are affected by economic factors | Years Ended December 31, (in thousands) 2020 2019 Products $ 40,692 $ 26,862 Services 6,641 5,482 Total revenue $ 47,333 $ 32,344 |
Schedule of Stock-based compensation expense | Years Ended December 31, (in thousands) 2020 2019 Cost of revenue $ 126 $ 76 Selling, general and administrative 3,313 5,036 Research and development 206 159 Total stock-based compensation $ 3,645 $ 5,271 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | December 31, (in thousands) 2020 2019 Raw materials $ 6,825 $ 5,921 Work in progress 133 - Finished goods and related items 6,684 1,117 Total inventories $ 13,642 $ 7,038 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, plant, and equipment, net | Estimated Useful Life December 31, (in thousands) (Years) 2020 2019 Land and improvements 20 $ 92 $ 77 Leasehold improvements Shorter of useful 20,932 - Buildings 15-40 2,089 1,812 Machinery and equipment 5-20 64,164 31,959 Motor vehicles 7-10 693 675 Furniture and fixtures 7-10 221 196 Office equipment 3-10 2,089 773 Construction in progress N/A 36,146 52,403 126,426 87,895 Accumulated depreciation and amortization (19,631 ) (15,543 ) Property, plant and equipment, net $ 106,795 $ 72,352 |
Schedule of depreciation and amortization expense | Years Ended December 31, (in thousands) 2020 2019 Cost of revenue $ 3,646 $ 2,433 Selling, general and administrative 308 459 Research and development 154 117 Total depreciation expense $ 4,108 $ 3,009 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | December 31, (in thousands) 2020 2019 Compensation and related expenses $ 5,395 $ 1,023 Legal settlement 1,250 5,500 Transaction costs and other legal fees 1,293 181 Construction in progress expenditures 531 2,774 Other 751 246 Total accrued liabilities $ 9,220 $ 9,724 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | December 31, (in thousands) 2020 2019 2019 Term Loan $ 27,000 $ 28,500 2019 Subordinated Term Loan 10,171 10,000 NMTC Notes 21,000 41,000 Paycheck Protection Program loan 1,776 - Convertible Debt - 8,267 Vehicle and Equipment Notes 329 395 Mortgage Notes 266 289 Total $ 60,542 $ 88,451 Less: Total unamortized debt issuance costs (3,955 ) (4,779 ) Less: Unamortized debt discount - (616 ) Less: Current cash maturities of $27,140, net of current portion of debt issuance costs in 2020 (25,201 ) (9,277 ) Total long-term debt $ 31,386 $ 73,779 |
Schedule of NMTC notes | December 31, (in thousands) Issuance Date 2020 2019 AmCREF Fund 51 notes November 7, 2019 $ 12,000 $ 12,000 Carver Development CDE VI notes April 25, 2019 7,000 7,000 ST CDE LXII note April 25, 2019 2,000 2,000 QLICI Note A note September 30, 2013 - 14,734 QLICI Note B note September 30, 2013 - 5,266 Total NMTC notes $ 21,000 $ 41,000 |
Schedule of future maturities of long-term debt | (in thousands) Amount Year Ended December 31, 2021 $ 27,140 2022 2,116 2023 73 2024 10,207 2025 6 Thereafter 21,000 Total future maturities $ 60,542 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock outstanding | Shares % Legacy Danimer common stock outstanding 31,893,902 37.7 % Convertible debt converted 1,686,507 2.0 % Exercise of executive stock options 4,957,231 5.9 % Live Oak public stockholders, net of redemptions 19,998,000 23.7 % Live Oak Founder shares 5,000,000 5.9 % PIPE shares 21,000,000 24.8 % Total common stock outstanding 84,535,640 100.0 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity under our equity plans | Number of Weighted Weighted Aggregate Balance, December 31, 2019, as previously reported 1,216,586 $ 36.57 6.91 $ 28,500,630 Retrospective application of reverse acquisition 9,924,905 Balance, December 31, 2019 after effect of reverse acquisition 11,141,491 4.00 6.91 28,500,630 Granted 6,089,669 22.46 Exercised (6,209,331 ) 4.48 Forfeited (13,296 ) 3.28 Balance, December 31, 2020 11,008,533 $ 13.94 8.38 $ 105,341,482 December 31, 2020: Exercisable 5,040,397 $ 4.58 6.20 $ 95,419,427 Vested and expected to vest 11,008,533 $ 13.94 8.38 $ 105,341,482 |
Schedule of option award on the date of grant using the Black-Scholes option | 2020 2019 Expected annual dividend yield (1) 0.0% 0.0% Expected volatility (2) 38.0% - 43.4% 37.2% - 38.1% Risk-free rate of return (3) 0.23% - 0.88% 1.53% - 2.37% Expected option term (years) (4) 5.5 - 6.5 4.5 - 6.0 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of operating lease costs | Years Ended December 31, (in thousands) 2020 2019 Cost of revenue $ 1,402 $ 358 Selling, general and administrative 1,683 2,334 Research and development 535 443 Total operating lease cost $ 3,620 $ 3,135 |
Schedule of supplemental cash flow information related to operating leases | Years Ended December 31, (in thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows due to operating leases $ 2,950 $ 2,875 |
Schedule of undiscounted future lease payments under operating leases | (in thousands) Undiscounted future operating lease cash flows 2021 $ 3,190 2022 3,254 2023 3,319 2024 3,386 2025 3,453 Thereafter 51,710 68,312 Less interest (41,137 ) Present value of lease liability $ 27,175 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of our income tax (benefit) expense | Years Ended December 31, (in thousands) 2020 2019 Current tax expense (benefit) Federal $ - $ (52 ) State - - Total current expense (benefit) - (52 ) Deferred tax expense (benefit) Federal (2,134 ) - Federal valuation allowance 2,134 3,218 State (463 ) - State valuation allowance 463 919 Total deferred expense - 4,137 Total income tax expense $ - $ 4,085 |
Schedule of a reconciliation of income tax provision | Years Ended December 31, (in thousands) 2020 2019 Federal income tax benefit at statutory federal rate $ (2,640 ) $ (3,211 ) State income tax benefit, net of federal taxes (573 ) (725 ) Transaction costs associated with the Business Combination (220 ) - Revisions to prior years’ estimates 662 (1,003 ) Stock-based compensation 157 - Other permanent differences 17 18 Other - 3 Valuation allowance 2,597 9,003 Total income tax expense $ - $ 4,085 |
Schedule of components of net deferred tax assets and liabilities | December 31, (in thousands) 2020 2019 Deferred income tax assets Net operating loss carryforwards $ 16,614 $ 11,357 Lease liability 6,921 5,098 Stock-based compensation 1,061 1,493 Deferred loan costs - 760 Contribution carryforwards 89 77 Legal settlement accrual 637 2,038 Deferred revenue 625 825 Allowance for doubtful accounts 33 31 Accrued bonus - 85 Interest expense limitation - 38 Other 143 - Total deferred income tax assets 26,123 21,802 Valuation allowance (19,050 ) (16,453 ) Total deferred income tax assets, net of valuation allowance 7,073 5,349 Deferred income tax liabilities Right-of-use assets (4,938 ) (5,098 ) Depreciation and amortization (2,135 ) (251 ) Total deferred income tax liabilities (7,073 ) (5,349 ) Net deferred income tax asset $ - $ - |
Schedule of deferred income tax assets valuation allowance | (in thousands) Beginning Balance Additions Amounts Ending Balance Year ended December 31, 2019 $ 7,450 $ 9,003 $ - $ 16,453 Year ended December 31, 2020 $ 16,453 $ 2,597 $ - $ 19,050 |
Description of Business and B_3
Description of Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||
Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Description of Business and Basis of Presentation (Details) [Line Items] | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Accumulated deficit | $ (62,503) | $ (49,930) | ||
Deferred tax asset valuation allowance | $ 19,050 | 16,453 | ||
Loan amount | $ 1,800 | |||
Restated [Member] | ||||
Description of Business and Basis of Presentation (Details) [Line Items] | ||||
Accumulated deficit | (850) | $ 850 | ||
Deferred tax asset valuation allowance | 216 | $ 216 | ||
Increased deferred tax assets and deferred tax liabilities | $ 5,100 |
Description of Business and B_4
Description of Business and Basis of Presentation (Details) - Schedule of effect of correction on consolidated balance sheet - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
As reported [Member] | ||
Assets | ||
Property, plant and equipment, net | $ 73,202 | |
Deferred income tax asset, gross | 16,704 | |
Deferred income tax liability | (467) | |
Deferred income tax asset valuation allowance | (16,237) | |
Net impact on deferred income taxes | ||
Total assets | 145,423 | |
Stockholders’ Equity | ||
Accumulated deficit | (49,080) | |
Total stockholders’ equity | 17,426 | |
Total liabilities and stockholders’ equity | 145,423 | |
Correction [Member] | ||
Assets | ||
Property, plant and equipment, net | (850) | |
Deferred income tax asset, gross | 5,098 | |
Deferred income tax liability | (4,882) | |
Deferred income tax asset valuation allowance | (216) | $ (216) |
Net impact on deferred income taxes | ||
Total assets | (850) | |
Stockholders’ Equity | ||
Accumulated deficit | (850) | $ 850 |
Total stockholders’ equity | (850) | |
Total liabilities and stockholders’ equity | (850) | |
As Revised [Member] | ||
Assets | ||
Property, plant and equipment, net | 72,352 | |
Deferred income tax asset, gross | 21,802 | |
Deferred income tax liability | (5,349) | |
Deferred income tax asset valuation allowance | (16,453) | |
Net impact on deferred income taxes | ||
Total assets | 144,573 | |
Stockholders’ Equity | ||
Accumulated deficit | (49,930) | |
Total stockholders’ equity | 16,576 | |
Total liabilities and stockholders’ equity | $ 144,573 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Significant Accounting Policies (Details) [Line Items] | ||
Federal Deposit Insurance Corporation deposit | $ 250,000 | |
Restricted cash | 1,800 | |
Debt instruments are extinguished | $ 500 | |
Lease term | 20 years | |
Amortization of intangible property | $ 7,800 | $ 7,800 |
Accumulated amortization of intangible assets | 6,500 | 6,000 |
Intangible amount expense | 500 | 500 |
Amortization of debt issuance cost | 1,000 | 1,300 |
Cost of revenue | 200 | |
Contract assets recorded related | 1,500 | 800 |
Accounts receivable related to sales | 6,300 | 4,500 |
Research and development | $ 7,851 | $ 5,482 |
Earnings per share potentially dilutive securities (in Shares) | shares | 13,332,661 | 6,812,762 |
December 31, 2021 [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Intangible amount expense | $ 500 | |
December 31, 2022 [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Intangible amount expense | 500 | |
December 31, 2023 [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Intangible amount expense | $ 300 | |
Accounts Receivable [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Number of customer | 5 | 3 |
Revenue [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Number of customer | 3 | 4 |
Percentage of total revenues | 58.00% | 65.00% |
Minimum [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Estimated useful lives | 3 years | |
Estimated remaining useful lives of intellectual property | 13 years | |
Maximum [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Estimated useful lives | 40 years | |
Estimated remaining useful lives of intellectual property | 16 years | |
Customer [Member] | Accounts Receivable [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Percentage of total revenues | 80.00% | 57.00% |
Customer One [Member] | Revenue [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Percentage of total revenues | 10.00% | 10.00% |
Customer Two [Member] | Revenue [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Percentage of total revenues | 10.00% | 10.00% |
Customer Three [Member] | Revenue [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Percentage of total revenues | 10.00% | 10.00% |
Customer Four [Member] | Revenue [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Percentage of total revenues | 10.00% | |
Intellectual Property [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Deferred Costs | $ 500 | $ 200 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of revenue information by major geographic area - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies (Details) - Schedule of revenue information by major geographic area [Line Items] | ||
Total revenue | $ 47,333 | $ 32,344 |
Domestic [Member] | ||
Significant Accounting Policies (Details) - Schedule of revenue information by major geographic area [Line Items] | ||
Total revenue | 24,964 | 16,987 |
Germany [Member] | ||
Significant Accounting Policies (Details) - Schedule of revenue information by major geographic area [Line Items] | ||
Total revenue | 12,157 | 6,696 |
Belgium [Member] | ||
Significant Accounting Policies (Details) - Schedule of revenue information by major geographic area [Line Items] | ||
Total revenue | 4,916 | 4,152 |
Switzerland [Member] | ||
Significant Accounting Policies (Details) - Schedule of revenue information by major geographic area [Line Items] | ||
Total revenue | 4,423 | 4,000 |
All other countries [Member] | ||
Significant Accounting Policies (Details) - Schedule of revenue information by major geographic area [Line Items] | ||
Total revenue | $ 873 | $ 509 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of reconciliation of cash and cash equivalents and restricted cash in financial statements - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of reconciliation of cash and cash equivalents and restricted cash in financial statements [Abstract] | |||
Cash and cash equivalents | $ 377,581 | $ 6,261 | |
Restricted cash | 2,316 | 3,017 | |
Total cash and cash equivalents and restricted cash | $ 379,897 | $ 9,278 | $ 6,546 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of changes in contract liability balance - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of changes in contract liability balance [Abstract] | ||
Beginning balance | $ 4,580 | $ 5,000 |
Revenue recognized | (4,405) | (760) |
Unearned consideration received | 2,280 | 340 |
Ending balance | $ 2,455 | $ 4,580 |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of net sales and cash flows are affected by economic factors - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 47,333 | $ 32,344 |
Product [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 40,692 | 26,862 |
Service [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 6,641 | $ 5,482 |
Significant Accounting Polici_8
Significant Accounting Policies (Details) - Schedule of Stock-based compensation expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 3,645 | $ 5,271 |
Cost of revenue [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 126 | 76 |
Selling, general and administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 3,313 | 5,036 |
Research and development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 206 | $ 159 |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combination (Details) [Line Items] | ||
Common stock, shares issued (in Shares) | 84,535,640 | 25,371,186 |
Aggregate value | $ 397,300 | |
Warrants of purchase shares (in Shares) | 6,315,924 | |
Related to equity issuance | $ 135 | $ 4,681 |
Business acquisition, description | The Legacy Danimer shareholders are entitled to receive up to an additional 6,000,000 shares of our common stock (the “Earnout Shares”) if the volume-weighted average price (“VWAP”) of our shares equals or exceeds the following prices for any 20 trading days within any 30 trading-day period (the “Trading Period”) beginning on the six-month anniversary of the Closing Date of the Business Combination: ●During any Trading Period prior to December 29, 2023, 2,500,000 Earnout Shares upon the achievement of a VWAP price of at least $15.00, ●During any Trading Period prior to December 29, 2025, 2,500,000 Earnout Shares upon the achievement of a VWAP price of at least $20.00, and ●During any Trading Period prior to December 29, 2025, 1,000,000 Earnout Shares upon the achievement of a VWAP price of at least $25.00. The Earnout Shares are indexed to our equity and meet the criteria for equity classification. On the Closing Date, the fair value of the 6,000,000 Earnout Shares was $140.9 million. | |
Business Combination [Member] | ||
Business Combination (Details) [Line Items] | ||
Realized net proceeds | $ 381,400 | |
Related to equity issuance | 22,800 | |
Related to business combination | 4,300 | |
Transaction costs | $ 6,700 | |
Private Placement Shares [Member] | ||
Business Combination (Details) [Line Items] | ||
Common stock, shares issued (in Shares) | 21,000,000 | |
Price per share (in Dollars per share) | $ 10 | |
Aggregate purchase price | $ 210,000 | |
Class A common stock [Member] | ||
Business Combination (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 10 | |
Share of common stock (in Shares) | 39,726,570 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventory - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of inventory [Abstract] | ||
Raw materials | $ 6,825 | $ 5,921 |
Work-in-progress | 133 | |
Finished goods and related items | 6,684 | 1,117 |
Total inventories | $ 13,642 | $ 7,038 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Property, plant, and equipment includes capitalized interest | $ 5.1 | $ 1.4 |
Property, Plant and Equipment interest costs | 3.7 | $ 1.4 |
Prepaid expenses and other current assets | $ 0.8 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net (Details) - Schedule of Property, plant, and equipment, net - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 126,426 | $ 87,895 |
Accumulated depreciation and amortization | (19,631) | (15,543) |
Property, plant and equipment, net | $ 106,795 | 72,352 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 40 years | |
Land and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 20 years | |
Property and equipment, gross | $ 92 | 77 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 20,932 | |
Estimated Useful Life | Shorter of useful life or lease term | |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,089 | 1,812 |
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 | $ 64,164 | 31,959 |
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 | $ 693 | 675 |
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 | $ 221 | 196 |
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 | $ 2,089 | 773 |
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] | ||
Estimated Useful Life | ||
Property and equipment, gross | $ 36,146 | $ 52,403 |
Property, Plant and Equipment_5
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Depreciation expense | $ 4,108 | $ 3,009 |
Cost of revenue [Member] | ||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Depreciation expense | 3,646 | 2,433 |
Selling, general, and administrative [Member] | ||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Depreciation expense | 308 | 459 |
Research & development [Member] | ||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Depreciation expense | $ 154 | $ 117 |
New Markets Tax Credit Transa_2
New Markets Tax Credit Transactions (Details) - USD ($) $ in Thousands | Oct. 02, 2020 | Nov. 07, 2019 | Jul. 31, 2019 | Apr. 25, 2019 | Sep. 30, 2013 | Jul. 23, 2012 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
New Markets Tax Credit Transactions [Abstract] | |||||||||
Percentage of income tax | 39.00% | ||||||||
Tax credit period | 7 years | ||||||||
Net of leverage loans receivable | $ 7,600 | ||||||||
Aggregate loaned amount | $ 27,000 | 31,386 | $ 73,779 | ||||||
Interest rate percentage | 1.06% | 1.96% | 1.31% | 1.33% | |||||
Maturity date | Nov. 7, 2039 | Sep. 30, 2048 | Sep. 30, 2037 | Dec. 14, 2018 | |||||
Loan paid | $ 1,000 | ||||||||
Net gain of loan receivable | $ 5,300 | $ 5,600 | $ 5,266 | $ 5,550 | |||||
Aggregate of loan | $ 12,000 | $ 9,000 | $ 20,000 | ||||||
Escrow account | $ 400 |
Leverage Loans Receivable (Deta
Leverage Loans Receivable (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Meredian Bioplastics Investment Fund, LLC [Member] | |
Leverage Loans Receivable (Details) [Line Items] | |
Principal amount | $ 20.5 |
Loan interest rate | 1.00% |
Maturity Date | Jul. 22, 2042 |
Danimer Bioplastics Investment Fund, LLC [Member] | |
Leverage Loans Receivable (Details) [Line Items] | |
Principal amount | $ 14.3 |
Loan interest rate | 1.00% |
Maturity Date | Sep. 30, 2037 |
Danimer Bainbridge Investment Fund, LLC One [Member] | |
Leverage Loans Receivable (Details) [Line Items] | |
Principal amount | $ 6.3 |
Loan interest rate | 2.00% |
Maturity Date | Sep. 30, 2048 |
Twain Investment Fund 427, LLC [Member] | |
Leverage Loans Receivable (Details) [Line Items] | |
Principal amount | $ 5.6 |
Loan interest rate | 1.08% |
Maturity Date | Nov. 7, 2039 |
Twain Investment Fund 428, LLC [Member] | |
Leverage Loans Receivable (Details) [Line Items] | |
Principal amount | $ 1.6 |
Loan interest rate | 1.08% |
Maturity Date | Nov. 7, 2039 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of accrued liabilities [Abstract] | ||
Compensation and related expenses | $ 5,395 | $ 1,023 |
Legal settlement | 1,250 | 5,500 |
Transaction costs and other legal fees | 1,293 | 181 |
Construction in progress expenditures | 531 | 2,774 |
Other | 751 | 246 |
Total accrued liabilities | $ 9,220 | $ 9,724 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ / shares in Thousands, $ in Thousands | Aug. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Jul. 31, 2020 | Jan. 31, 2020 | Mar. 31, 2019 | Jul. 23, 2012 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 30, 2020 | Nov. 30, 2019 | Dec. 31, 2018 |
Long-Term Debt (Details) [Line Items] | ||||||||||||
Percentage of convertible notes issued for discount | 4.00% | |||||||||||
Interest expense | $ 2,427 | $ 3,475 | ||||||||||
Escrow deposit | $ 400 | $ 400 | ||||||||||
Monthly payment amount | $ 1,000 | |||||||||||
2019 Term Loan [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Maturity date | Oct. 13, 2023 | Oct. 13, 2023 | ||||||||||
Aggregate principal amount | $ 30,000 | $ 30,000 | ||||||||||
Principle payment | 375,000 | |||||||||||
Interest rate formula, description | the applicable margin in the interest rate formula (formerly calculated as the greater of (a) 2.25% or (b) Three month LIBOR, plus 4.5%) changed from 4.5% to a five-level tiered amount ranging from 4.5% if the consolidated senior leverage ratio, as defined in the Term Loan, is less than 1.5, to as high as 6.35% if the consolidated senior leverage ratio is greater than 2.25. When the amendment was executed, the applicable margin was 6.35% and will remain at 6.35% until the first day of the first full fiscal quarter after the delivery of the annual audited financial statements for the year ending December 31, 2020. Thereafter, the applicable margin will be adjusted on a quarterly basis. | |||||||||||
Prepaid total amount | 27,700 | |||||||||||
Outstanding principal amount | 27,000 | |||||||||||
Prepayment fee | 500 | |||||||||||
Accrued unpaid interest | 200 | |||||||||||
2019 Term Loan [Member] | Credit Agreement [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Proceeds from loan | 6,100 | |||||||||||
2019 Subordinated Term Loan [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Subordinated term loan | 10,000 | $ 10,000 | ||||||||||
Interest rate basis | The base interest rate is the “Prime Rate” as quoted by the Wall Street Journal (adjusted each calendar quarter; 3.25% and 4.75% at December 31, 2020 and 2019, respectively) plus 2.75%. We have the option to pay up to two percent (2%) in any interest payable in any fiscal quarter by adding such interest payment to the principal balance of the related note (“PIK Interest”). | |||||||||||
Additional principal amount | $ 171,000 | |||||||||||
Lender purchased share (in Shares) | 16,667 | |||||||||||
Lender purchased share value | $ 1,000 | |||||||||||
Convertible Debt [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 2,300 | $ 8,300 | ||||||||||
Interest rate | 8.00% | |||||||||||
Debt instrument, description | The convertible notes were convertible into shares of Legacy Danimer common stock at the option of the holder by dividing the amount of principal and accrued interest due under the note by the lesser of (i) $60 and (ii) the price per share at which shares of equity securities were offered in the then most recent stock offering. The convertible notes were subordinated to the 2019 Term Loan and 2019 Subordinated Term Loan and any other bank financing. The value of the debt discount associated with the conversion features was calculated to be $0.4 million and was being amortized to interest expense over the life of the notes. We recognized interest expense relating to the discount of $0.4 million for the year ended December 31, 2020. | |||||||||||
Convertible debt issuance price | $ 400 | |||||||||||
Interest expense | 400 | |||||||||||
Proceeds from loan | $ 400 | |||||||||||
Accrued unpaid interest | $ 63,000 | $ 700 | ||||||||||
Number of common stock (in Shares) | 10,912 | |||||||||||
Restated of common stock (in Shares) | 99,932 | |||||||||||
Conversion price per share (in Dollars per share) | $ 60 | |||||||||||
Business combination, description | the closing of the Business Combination, all noteholders converted their outstanding debt into 184,157 shares of Legacy Danimer common stock based on the terms described above. The Legacy Danimer shares were then exchanged for 1,686,507 shares of Live Oak Class A common stock based on the exchange ratio established in the Merger Agreement. | |||||||||||
Paycheck Protection Program loan [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 1,800 | |||||||||||
Interest rate | 1.00% | |||||||||||
Escrow deposit | $ 1,800 | |||||||||||
Original Term Loan [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 9,000 | |||||||||||
Maturity date, description | We had previously entered into a credit agreement for a term loan with an original principal balance of $9.0 million that matured October 2027. | |||||||||||
Wall street journal percent rate | 1.75% | |||||||||||
Wrote off debt issuance costs | $ 300 | |||||||||||
Note Payable - Other [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Interest rate | 12.00% | |||||||||||
Proceeds from loan | $ 4,400 | |||||||||||
Note payable outstanding amount | $ 4,500 | |||||||||||
Notes Payable - Stockholders [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Outstanding principal amount | $ 27,000 | |||||||||||
Minimum [Member] | Vehicle and Equipment Notes [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Interest rate | 5.11% | |||||||||||
Monthly payment amount | $ 361 | |||||||||||
Minimum [Member] | Mortgage Notes [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Interest rate | 5.99% | |||||||||||
Monthly payment amount | $ 1,474 | |||||||||||
Maturity date, description | The notes bear interest at 6.5% and 5.99% with maturity dates of March 2022 and October 2023, respectively, when any outstanding principal balances are due. | |||||||||||
Minimum [Member] | Notes Payable - Stockholders [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Interest rate | 5.00% | |||||||||||
Maximum [Member] | Vehicle and Equipment Notes [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Interest rate | 8.49% | |||||||||||
Monthly payment amount | $ 1,253 | |||||||||||
Maximum [Member] | Mortgage Notes [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Interest rate | 6.50% | |||||||||||
Monthly payment amount | $ 1,841 | |||||||||||
Maximum [Member] | Notes Payable - Stockholders [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Interest rate | 10.00% | |||||||||||
Term Loan One [Member] | 2019 Subordinated Term Loan [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Subordinated term loan | 5,500 | 5,500 | ||||||||||
Term Loan Two [Member] | 2019 Subordinated Term Loan [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Subordinated term loan | $ 4,500 | 4,500 | ||||||||||
Various Stockholders [Member] | 2019 Term Loan [Member] | ||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||
Proceeds from loan | $ 3,100 |
Long-Term Debt (Details) - Sche
Long-Term Debt (Details) - Schedule of long-term debt - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | $ 60,542 | $ 88,451 |
Less: Total unamortized debt issuance costs | (3,955) | (4,779) |
Less: Unamortized debt discount | (616) | |
Less: Current cash maturities of $27,140, net of current portion of debt issuance costs in 2020 | (25,201) | (9,277) |
Total long-term debt | 31,386 | 73,779 |
2019 Term Loan [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 27,000 | 28,500 |
2019 Subordinated Term Loan [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 10,171 | 10,000 |
NMTC Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 21,000 | 41,000 |
Paycheck Protection Program loan | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 1,776 | |
Convertible Debt [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 8,267 | |
Vehicle and Equipment Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 329 | 395 |
Mortgage Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | $ 266 | $ 289 |
Long-Term Debt (Details) - Sc_2
Long-Term Debt (Details) - Schedule of NMTC notes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Long-Term Debt (Details) - Schedule of NMTC notes [Line Items] | ||
Total NMTC notes | $ 21,000 | $ 41,000 |
AmCREF Fund 51 notes [Member] | ||
Long-Term Debt (Details) - Schedule of NMTC notes [Line Items] | ||
Issuance Date | November 7, 2019 | |
Total NMTC notes | $ 12,000 | 12,000 |
Carver Development CDE VI notes [Member] | ||
Long-Term Debt (Details) - Schedule of NMTC notes [Line Items] | ||
Issuance Date | April 25, 2019 | |
Total NMTC notes | $ 7,000 | 7,000 |
ST CDE LXII note [Member] | ||
Long-Term Debt (Details) - Schedule of NMTC notes [Line Items] | ||
Issuance Date | April 25, 2019 | |
Total NMTC notes | $ 2,000 | 2,000 |
QLICI Note A note [Member] | ||
Long-Term Debt (Details) - Schedule of NMTC notes [Line Items] | ||
Issuance Date | September 30, 2013 | |
Total NMTC notes | 14,734 | |
QLICI Note B note [Member] | ||
Long-Term Debt (Details) - Schedule of NMTC notes [Line Items] | ||
Issuance Date | September 30, 2013 | |
Total NMTC notes | $ 5,266 |
Long-Term Debt (Details) - Sc_3
Long-Term Debt (Details) - Schedule of future maturities of long-term debt $ in Thousands | Dec. 31, 2020USD ($) |
Schedule of future maturities of long-term debt [Abstract] | |
2021 | $ 27,140 |
2022 | 2,116 |
2023 | 73 |
2024 | 10,207 |
2025 | 6 |
Thereafter | 21,000 |
Total future maturities | $ 60,542 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Dec. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity (Details) [Line Items] | |||
Price per share | $ 0.0001 | $ 60 | |
Public warrants description | (i) 200,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock. Immediately following the Business Combination, there were 84,535,640 shares of common stock with a par value of $0.0001, and 16,000,000 warrants outstanding. | ||
Shares exchanged (in Shares) | 1,686,507 | ||
Business combination transaction description | We had previously recorded various notes receivable totaling $28.8 million immediately prior to the Business Combination and $27.7 million as of December 31, 2019, respectively. These notes related to the exercise of stock options by two officers of the Company. These notes were recorded as an offset to equity and bore interest at between 1.18% and 2.72%. In accordance with ASC 718, the total common shares outstanding in the Consolidated Financial Statements at December 31, 2019 did not include 671,124 shares of Legacy Danimer that were issued pursuant to the exercises of employee option grants for which the exercise price was remitted by the officers through the issuance of the nonrecourse notes to the Company. In connection with the Business Combination, the officers entered into Note Payoff and Termination Agreements (“Payoff Agreements”) whereby these nonrecourse notes were settled in exchange for shares of our common stock based on the closing per share price of our common stock on the Closing Date. The transaction resulted in the surrender of 1,188,930 shares of our common stock by the officers and, accordingly, 4,957,231 options are considered exercised and the shares are outstanding. | ||
Converted share (in Shares) | 21,000,000 | ||
Common stock, shares outstanding (in Shares) | 84,535,640 | 25,371,186 | |
Preferred stock, authorized (in Shares) | 10,000,000 | 10,000,000 | |
Preferred share, par value | $ 0.0001 | $ 0.0001 | |
Outstanding warrants (in Shares) | 55,139 | ||
Warrant price per share | $ 30 | ||
Public Warrants [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Price per share | $ 18 | ||
Outstanding warrants (in Shares) | 10,000,000 | ||
Warrant price per share | $ 11.50 | ||
Redeemable outstanding warrants price | $ 0.01 | ||
Private Warrants [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Outstanding warrants (in Shares) | 6,000,000 | ||
Warrant price per share | $ 11.50 | ||
Class A common stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Price per share | $ 10 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of common stock outstanding - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders' Equity (Details) - Schedule of common stock outstanding [Line Items] | ||
Total common stock outstanding, Shares | 84,535,640 | 25,371,186 |
Total common stock outstanding, Percentage | 100.00% | |
Legacy Danimer common stock [Member] | ||
Stockholders' Equity (Details) - Schedule of common stock outstanding [Line Items] | ||
Total common stock outstanding, Shares | 31,893,902 | |
Total common stock outstanding, Percentage | 37.70% | |
Convertible debt converted [Member] | ||
Stockholders' Equity (Details) - Schedule of common stock outstanding [Line Items] | ||
Total common stock outstanding, Shares | 1,686,507 | |
Total common stock outstanding, Percentage | 2.00% | |
Exercise of executive stock options [Member] | ||
Stockholders' Equity (Details) - Schedule of common stock outstanding [Line Items] | ||
Total common stock outstanding, Shares | 4,957,231 | |
Total common stock outstanding, Percentage | 5.90% | |
Live Oak public stockholders, net of redemptions [Member] | ||
Stockholders' Equity (Details) - Schedule of common stock outstanding [Line Items] | ||
Total common stock outstanding, Shares | 19,998,000 | |
Total common stock outstanding, Percentage | 23.70% | |
Live Oak Founder shares [Member] | ||
Stockholders' Equity (Details) - Schedule of common stock outstanding [Line Items] | ||
Total common stock outstanding, Shares | 5,000,000 | |
Total common stock outstanding, Percentage | 5.90% | |
PIPE shares [Member] | ||
Stockholders' Equity (Details) - Schedule of common stock outstanding [Line Items] | ||
Total common stock outstanding, Shares | 21,000,000 | |
Total common stock outstanding, Percentage | 24.80% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2020 | ||
Stock-Based Compensation (Details) [Line Items] | ||||
Performance stock and performance stock units | 3,093,984 | |||
Employee share purchase plan, description | Under the 2020 ESPP, there are 2,571,737 authorized but unissued or reacquired shares of common stock reserved for issuance, and as of December 31, 2020 we have not begun offering the 2020 ESPP to our employees. | |||
Legacy Danimer issued shares | 208,183 | |||
Weighted Average Exercise Price of per share (in Dollars per share) | $ 30 | |||
Business combination stock options vested | 30,493 | |||
Exercisable and remained outstanding shares (in Dollars) | $ 177,688 | |||
Business combination for aggregate proceeds amount (in Dollars) | $ 5,300,000 | |||
Conversion of stock shares converted | 279,253 | |||
Business Combination Closing warrants outstanding | 55,139 | |||
Exercise price per (in Dollars per share) | $ 30 | |||
Weighted average grant-date fair value of options granted (in Dollars per share) | $ 8.91 | $ 2.13 | ||
Stock options exercised (in Dollars) | $ 121,300,000 | |||
Restricted stock shares | 3,000,000 | |||
Stock options | 1,466,874 | |||
Common stock equals or exceeds (in Dollars per share) | $ 60 | $ 0.0001 | ||
Unrecognized compensation cost related to nonvested stock options grant (in Dollars) | $ 53,200,000 | |||
Weighted-average over period | 3 years | |||
Share-based Compensation Arrangement fair value of shares vested amount (in Dollars) | $ 3,500,000 | $ 5,200,000 | ||
First anniversary [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Common stock equals or exceeds (in Dollars per share) | $ 14 | |||
Second anniversary [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Common stock equals or exceeds (in Dollars per share) | 17 | |||
Third anniversary [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Common stock equals or exceeds (in Dollars per share) | $ 20 | |||
Common Stock [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Performance stock and performance stock units | [1] | 4,732,516 | 1,427,448 | |
Conversion of stock shares converted | 506,611 | |||
[1] | Retroactively restated to give effect to reverse acquisition. |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock option activity under our equity plans - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation (Details) - Schedule of stock option activity under our equity plans [Line Items] | ||
Number of Shares, Ending | 11,008,533 | |
Weighted Average Exercise Price, Ending (in Dollars per share) | $ 13.94 | |
Weighted Average Remaining Contractual Term (Years), Ending | 8 years 138 days | |
Aggregate Intrinsic Value, Ending (in Dollars) | $ 105,341,482 | |
December 31, 2020: | ||
Number of Shares, Exercisable | 5,040,397 | |
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ 4.58 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 6 years 73 days | |
Aggregate Intrinsic Value, Exercisable (in Dollars) | $ 95,419,427 | |
Number of Shares, Vested and expected to vest | 11,008,533 | |
Weighted Average Exercise Price, Vested and expected to vest (in Dollars per share) | $ 13.94 | |
Weighted Average Remaining Contractual Term (Years), Vested and expected to vest | 8 years 138 days | |
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars) | $ 105,341,482 | |
Previously Reported [Member] | ||
Stock-Based Compensation (Details) - Schedule of stock option activity under our equity plans [Line Items] | ||
Number of Shares, Beginning | 1,216,586 | |
Weighted Average Exercise Price, Beginning (in Dollars per share) | $ 36.57 | |
Weighted Average Remaining Contractual Term (Years), Beginning | 6 years 332 days | |
Aggregate Intrinsic Value, Beginning (in Dollars) | $ 28,500,630 | |
December 31, 2020: | ||
Number of Shares, Retrospective application of reverse acquisition | 9,924,905 | |
Restated [Member] | ||
Stock-Based Compensation (Details) - Schedule of stock option activity under our equity plans [Line Items] | ||
Number of Shares, Restated Balance | 11,141,491 | |
Weighted Average Exercise Price, Restated Balance (in Dollars per share) | $ 4 | |
Weighted Average Remaining Contractual Term (Years), Restated Balance | 6 years 332 days | |
Aggregate Intrinsic Value, Restated Balance (in Dollars) | $ 28,500,630 | |
Number of Shares, Granted | 6,089,669 | |
Weighted Average Exercise Price, Granted (in Dollars per share) | $ 22.46 | |
Number of Shares, Exercised | (6,209,331) | |
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ 4.48 | |
Number of Shares, Forfeited | (13,296) | |
Weighted Average Exercise Price, Forfeited (in Dollars per share) | $ 3.28 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of option award on the date of grant using the Black-Scholes option | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Stock-Based Compensation (Details) - Schedule of option award on the date of grant using the Black-Scholes option [Line Items] | |||
Expected annual dividend yield | [1] | 0.00% | 0.00% |
Expected volatility | [2] | ||
Risk-free rate of return | [3] | ||
Minimum [Member] | |||
Stock-Based Compensation (Details) - Schedule of option award on the date of grant using the Black-Scholes option [Line Items] | |||
Expected annual dividend yield | [1] | ||
Expected volatility | [2] | 38.00% | 37.20% |
Risk-free rate of return | [3] | 0.23% | 1.53% |
Expected option term (years) | [4] | 5 years 6 months | 4 years 6 months |
Maximum [Member] | |||
Stock-Based Compensation (Details) - Schedule of option award on the date of grant using the Black-Scholes option [Line Items] | |||
Expected annual dividend yield | [1] | ||
Expected volatility | [2] | 43.40% | 38.10% |
Risk-free rate of return | [3] | 0.88% | 2.37% |
Expected option term (years) | [4] | 6 years 6 months | 6 years |
[1] | We have not paid and do not currently anticipate paying a cash dividend on our common stock. | ||
[2] | We estimated expected volatilities using the mean stock price for peer public companies over a historic timeframe similar to the expected term, with adjustments for differences in size and capital structure. | ||
[3] | We estimated risk-free rates of return using the U.S. Treasury yield curve in effect as of the valuation date. | ||
[4] | We estimated the expected term using the “simplified” method described in SEC Staff Accounting Bulletin 14. |
Operating Leases (Details)
Operating Leases (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
May 31, 2020 | Dec. 31, 2018 | Aug. 31, 2018 | Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | ||||
Operating lease purchase price | $ 23 | |||
Sale of lease back transaction | $ 30 | |||
Lease initial term | 20 years | 18 years | ||
Operating lease renewal term | 20 years | |||
Operating lease description | During the first year of the lease, the base annual rent was $2.4 million with $0.2 million being payable monthly. The rent is subject to an adjustment of the lesser of (i) 2.0% or (ii) 1.25 times the change in the Consumer Price Index on January 1, 2020, and annually on every January 1st thereafter during the lease term, including any extension terms. We have determined that the 2.0% increase represents an in-substance fixed lease payment and has included such amount in the measurement of lease payments. The renewal terms have not been recognized as part of the right of use asset and lease liability since we have not determined that their exercise is reasonably certain. We used our estimated 2018 incremental borrowing rate of 12.89% when determining the discount rate for the lease. | |||
Leasehold improvements | $ 7.3 | |||
Leasehold improvements paid | 6.2 | |||
Leasehold improvements, outstanding amount | 1.1 | |||
Sale leaseback transaction annual rent payment | $ 3.1 | |||
Incremental borrowing rate percentage | 11.50% | |||
Increased in right of use asset and lease liability | $ 7.1 |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of operating lease costs - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Operating lease cost | $ 3,620 | $ 3,135 |
Cost of revenue [Member] | ||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Operating lease cost | 1,402 | 358 |
Selling, general and administrative [Member] | ||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Operating lease cost | 1,683 | 2,334 |
Research and development [Member] | ||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Operating lease cost | $ 535 | $ 443 |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of supplemental cash flow information related to operating leases - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows due to operating leases | $ 2,950 | $ 2,875 |
Operating Leases (Details) - _3
Operating Leases (Details) - Schedule of undiscounted future lease payments under operating leases $ in Thousands | Dec. 31, 2020USD ($) |
Schedule of undiscounted future lease payments under operating leases [Abstract] | |
2021 | $ 3,190 |
2022 | 3,254 |
2023 | 3,319 |
2024 | 3,386 |
2025 | 3,453 |
Thereafter | 51,710 |
Total lease payments | 68,312 |
Less: Interest | (41,137) |
Present value of lease liability | $ 27,175 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | $ 65 | $ 48 |
Minimum [Member] | ||
Income Taxes (Details) [Line Items] | ||
Operating loss carryforwards, expiration year | 2028 | |
Maximum [Member] | ||
Income Taxes (Details) [Line Items] | ||
Operating loss carryforwards, expiration year | 2036 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of components of our income tax (benefit) expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax expense (benefit) | ||
Federal | $ (52) | |
State | ||
Total current expense (benefit) | (52) | |
Deferred tax expense (benefit) | ||
Federal | (2,134) | |
Federal valuation allowance | 2,134 | 3,218 |
State | (463) | |
State valuation allowance | 463 | 919 |
Total deferred expense | 4,137 | |
Total income tax expense | $ 4,085 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of a reconciliation of income tax provision - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of a reconciliation of income tax provision [Abstract] | ||
Federal income tax benefit at statutory federal rate | $ (2,640) | $ (3,211) |
State income tax benefit, net of federal taxes | (573) | (725) |
Transaction costs associated with the Business Combination | (220) | |
Revisions to prior years’ estimates | 662 | (1,003) |
Stock-based compensation | 157 | |
Other permanent differences | 17 | 18 |
Other | 3 | |
Valuation allowance | 2,597 | 9,003 |
Total income tax expense | $ 4,085 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of components of net deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred income tax assets | ||
Net operating loss carryforwards | $ 16,614 | $ 11,357 |
Lease liability | 6,921 | 5,098 |
Stock-based compensation | 1,061 | 1,493 |
Deferred loan costs | 760 | |
Contribution carryforwards | 89 | 77 |
Legal settlement accrual | 637 | 2,038 |
Deferred revenue | 625 | 825 |
Allowance for doubtful accounts | 33 | 31 |
Accrued bonus | 85 | |
Interest expense limitation | 38 | |
Other | 143 | |
Total deferred income tax assets | 26,123 | 21,802 |
Valuation allowance | (19,050) | (16,453) |
Total deferred income tax assets, net of valuation allowance | 7,073 | 5,349 |
Deferred income tax liabilities | ||
Right-of-use assets | (4,938) | (5,098) |
Depreciation and amortization | (2,135) | (251) |
Total deferred income tax liabilities | (7,073) | (5,349) |
Net deferred tax asset |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred income tax assets valuation allowance - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of deferred income tax assets valuation allowance [Abstract] | ||
Beginning Balance | $ 16,453 | $ 7,450 |
Additions | 2,597 | 9,003 |
Amounts Utilized | ||
Ending Balance | $ 19,050 | $ 16,453 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions (Details) [Line Items] | ||
Note payable amount | $ 2.6 | |
2019 Subordinated Term Loan [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Purchase of shares (in Shares) | 16,667 | |
Common stock value | $ 1 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Employee contributions, percentage | 100.00% | |
Eligible employee’s compensation, percentage | 4.00% | |
Total company matching expense | $ 0.3 | $ 0.2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) £ / shares in Units, £ in Millions, $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020GBP (£)£ / shares | Dec. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Royalty per share (in Pounds per share) | £ / shares | £ 0.05 | |||
Sold of PHA (in Pounds) | £ | £ 500 | |||
Decrease royalty per share (in Pounds per share) | £ / shares | £ 0.025 | |||
Royalties amount | $ 0.1 | |||
Outstanding claims amount | $ 8 | |||
Accrued expenses | 1.3 | $ 5.5 | ||
Other long-term liabilities | 1.2 | 2.5 | ||
Operating expenses | $ 8 | |||
Outstanding noncancellable purchase orders | $ 4.3 |
Subsequent Events (Details)
Subsequent Events (Details) - 2019 Term Loan [Member] - Subsequent Event [Member] $ in Millions | 1 Months Ended |
Jan. 29, 2021USD ($) | |
Subsequent Events (Details) [Line Items] | |
Loan amount | $ 27.7 |
Outstanding principal amount | 27 |
Prepayment fee | 0.5 |
Accrued unpaid interest | 0.2 |
Extinguishment loss | $ 2.6 |