Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Entity Registrant Name | DANIMER SCIENTIFIC, INC. | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Current Fiscal Year End Date | --12-31 | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001779020 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-39280 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 140 Industrial Boulevard | ||
Entity Address, City or Town | Bainbridge | ||
Entity Address, State or Province | GA | ||
Entity Tax Identification Number | 84-1924518 | ||
Entity Address, Postal Zip Code | 39817 | ||
City Area Code | 229 | ||
Local Phone Number | 243-7075 | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | ||
Trading Symbol | DNMR | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Public Float | $ 243 | ||
Entity Common Stock, Shares Outstanding | 114,240,921 | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Atlanta, Georgia | ||
Documents Incorporated by Reference | None. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 59,170 | $ 62,792 |
Accounts receivable, net | 15,227 | 17,989 |
Other receivables, net | 652 | 1,635 |
Inventories, net | 25,270 | 32,743 |
Prepaid expenses and other current assets | 4,714 | 5,225 |
Contract assets, net | 3,005 | 4,687 |
Total current assets | 108,038 | 125,071 |
Property, plant and equipment, net | 445,153 | 453,949 |
Intangible assets, net | 77,790 | 80,941 |
Right-of-use assets | 19,160 | 19,028 |
Leverage loans receivable | 31,446 | 31,446 |
Restricted cash | 14,334 | 1,609 |
Other assets | 2,210 | 226 |
Total assets | 698,131 | 712,270 |
Current liabilities | ||
Accounts payable | 5,292 | 14,977 |
Accrued liabilities | 4,726 | 5,001 |
Unearned revenue and contract liabilities | 1,000 | 0 |
Current portion of lease liability | 3,337 | 3,337 |
Current portion of long-term debt, net | 1,368 | 1,972 |
Total current liabilities | 15,723 | 25,287 |
Long-term lease liability, net | 21,927 | 22,114 |
Long-term debt, net | 381,436 | 286,398 |
Deferred income taxes | 0 | 200 |
Other long-term liabilities | 1,025 | 659 |
Total liabilities | 420,111 | 334,658 |
Commitments and contingencies (Note 18) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized: 102,832,103 and 101,804,454 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 10 | 10 |
Additional paid-in capital | 732,131 | 676,250 |
Accumulated deficit | (454,121) | (298,648) |
Total stockholders’ equity | 278,020 | 377,612 |
Total liabilities and stockholders’ equity | $ 698,131 | $ 712,270 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, shares issued | 102,832,103 | 101,804,454 | |
Common stock, shares outstanding | 102,832,103 | 101,804,454 | 100,687,820 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | ||
Total revenues | $ 46,684 | $ 53,218 |
Costs and expenses: | ||
Cost of revenue | 73,644 | 63,632 |
Selling, general and administrative | 68,983 | 81,589 |
Research and development | 29,242 | 31,939 |
Loss on sale of assets | 246 | 1 |
Impairment of long-lived assets | 188 | 63,491 |
Total costs and expenses | 172,303 | 240,652 |
Loss from operations | (125,619) | (187,434) |
Nonoperating income (expense): | ||
Gain on remeasurement of private warrants | 207 | 9,366 |
Interest, net | (29,641) | (1,723) |
Gain on loan extinguishment | (102) | (1,500) |
Other, net | 1 | 723 |
Total nonoperating income (expense): | (29,535) | 6,866 |
Loss before income taxes | (155,154) | (180,568) |
Income taxes | (319) | 810 |
Net loss | $ (155,473) | $ (179,758) |
Basic net loss per share | $ (1.52) | $ (1.78) |
Diluted net loss per share | $ (1.52) | $ (1.78) |
Basic net loss per share | 102,001,812 | 101,095,341 |
Diluted net loss per share | 102,001,812 | 101,095,341 |
Products | ||
Revenue | ||
Total revenues | $ 44,200 | $ 48,420 |
Services | ||
Revenue | ||
Total revenues | $ 2,484 | $ 4,798 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2021 | $ 10 | $ 619,145 | $ (118,890) | |
Costs related to warrants | (55) | |||
Stock-based compensation expense | $ 19,200 | 56,958 | ||
Adjustment to Liability Classified Awards | 0 | 0 | ||
Warrants issued with Senior Secured Term Loan | 0 | 0 | ||
Stock issued under stock compensation plans | 592 | |||
Shares retained for employee taxes | (154) | |||
Issuance of common stock, net of issuance costs | 0 | (236) | ||
Net loss | (179,758) | (179,758) | ||
Balances at Dec. 31, 2022 | 377,612 | 10 | 676,250 | (298,648) |
Costs related to warrants | 0 | |||
Stock-based compensation expense | 19,200 | 56,035 | ||
Adjustment to Liability Classified Awards | (770) | (770) | ||
Warrants issued with Senior Secured Term Loan | 510 | 510 | ||
Stock issued under stock compensation plans | 281 | |||
Shares retained for employee taxes | (150) | |||
Issuance of common stock, net of issuance costs | 0 | (25) | ||
Net loss | (155,473) | (155,473) | ||
Balances at Dec. 31, 2023 | $ 278,020 | $ 10 | $ 732,131 | $ (454,121) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (155,473) | $ (179,758) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Impairment of long-lived assets | 188 | 63,491 |
Stock-based compensation | 56,035 | 56,958 |
Depreciation and amortization | 29,377 | 20,453 |
Amortization of debt issuance costs | 8,990 | 2,104 |
Accounts receivable reserve | (1,422) | 1,904 |
Inventory reserves | 949 | 101 |
Loss on extinguishment of debt | 102 | 1,500 |
Contract asset reserve | 0 | 1,216 |
Gain on remeasurement of private warrants | (207) | (9,366) |
Deferred income taxes | (199) | (814) |
Amortization of right-of-use assets and lease liability | (319) | (367) |
Loss on disposal of assets | 246 | 0 |
Other | 967 | 62 |
Changes in operating assets and liabilities, net of effects of aquisitions: | ||
Accounts receivable | 4,184 | (3,056) |
Other receivables | 595 | 2,513 |
Inventories, net | 6,481 | (11,170) |
Prepaid expenses and other current assets | 2,599 | 2,662 |
Contract assets | (1,011) | (1,853) |
Other assets | (119) | (479) |
Accounts payable | (635) | (1,565) |
Accrued liabilities | 604 | (5,969) |
Other long-term liabilities | (196) | (190) |
Unearned revenue and contract liabilities | 1,000 | (214) |
Net cash used in operating activities | (47,264) | (61,837) |
Cash flows from investing activities | ||
Purchases of property, plant and equipment and intangible assets | (27,685) | (164,486) |
Investment in leverage loans receivable related to NMTC financing | 0 | (18,037) |
Acquisition of Novomer, net of cash acquired | 0 | (14) |
Proceeds from sales of property, plant and equipment | 22 | 55 |
Net cash used in investing activities | (27,663) | (182,482) |
Cash flows from financing activities | ||
Proceeds from long-term debt | 130,000 | 24,700 |
Cash paid for debt issuance cost | (33,296) | (1,591) |
Principal payments on long-term debt | (13,030) | (1,504) |
Proceeds from employee stock purchase plan | 281 | 377 |
Proceeds from issuance of common stock, net of issuance costs | 225 | (236) |
Proceeds from exercise of stock options | 0 | 215 |
Employee taxes related to stock-based compensation | (150) | (154) |
Cost related to warrants | 0 | (55) |
Net cash provided by financing activities | 84,030 | 21,752 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 9,103 | (222,567) |
Cash and cash equivalents and restricted cash | ||
Cash and cash equivalents and restricted cash-beginning of period | 64,401 | 286,968 |
Cash and cash equivalents and restricted cash-end of period | $ 73,504 | $ 64,401 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation Description of Business Danimer Scientific, Inc., together with its subsidiaries (“Company”, “Danimer”, “we”, “us”, or “our”), is a performance polymer company specializing in bioplastic replacements for traditional petroleum-based plastics. Our common stock is listed on the New York Stock Exchange under the symbol “DNMR”. The Company (formerly Live Oak Acquisition Corp. (“Live Oak”)), was incorporated in the State of Delaware on May 24, 2019 as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses. Live Oak completed its initial public offering in May 2020. On December 29, 2020 (“Closing Date”), Live Oak consummated a business combination (“Business Combination”) with Meredian Holdings Group, Inc. (“MHG” or “Legacy Danimer”), with Legacy Danimer surviving the merger as a wholly owned subsidiary of Live Oak. The Business Combination was accounted for as a reverse recapitalization, meaning that Legacy Danimer was treated as the accounting acquirer and Live Oak was treated as the accounting acquiree. Effectively, the Business Combination was treated as the equivalent of Legacy Danimer issuing stock for the net assets of Live Oak, accompanied by a recapitalization. In connection with the Business Combination, Live Oak changed its name to Danimer Scientific, Inc. On August 11, 2021, we closed the acquisition of Novomer, Inc. (integrated into our business as “Danimer Catalytic Technologies”). Financial Statements The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and consolidate all assets and liabilities of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. We have made certain balance sheet and cash flow reclassifications to previously reported amounts to conform to the current presentation. In preparing these consolidated financial statements, we have considered, and where appropriate, included the effects of the COVID-19 pandemic on our operations. We do not have any material items of other comprehensive income (loss); accordingly, there is no difference between net loss and comprehensive loss and we have not presented a separate Statement of Comprehensive Income (Loss) that would otherwise be required. Risks and Uncertainties Preparation of these consolidated financial statements is on a going concern basis of presentation according to GAAP, which assumes that we will continue our operations for the foreseeable future and be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Historically, we have financed our operations through capital calls, issuance of equity, and debt financing, such as our senior secured term loan, convertible notes, and new market tax credit transactions described in Note 11. These financings have been used to fund working capital, capital expenditures, and our day-to-day operations. Based on our current plans and projections, we believe our year end unrestricted cash resources of $ 59.2 million at December 31, 2023, will be sufficient to satisfy our liquidity requirements for more than one year from when these consolidated financial statements were issued. Our ability to generate revenues in the near-term is highly dependent on the successful commercialization of our biopolymer products, which is subject to certain risks and uncertainties. As the market for our products expands, we anticipate that it will take time for our PHA production to ramp-up to an economical scale sufficient to fund our operations. As a result, we have experienced significant losses and negative cash flows in recent years and this may continue in the near term, as we incur costs and expenses for the continued development and expansion of our business, including the costs of enhancing manufacturing capacity and ongoing product research and development. The amounts we spend will impact our ability to become profitable and this spending will depend, in part, on the number of new products that we attempt to develop. Our long-term success is largely based on our PHA based resin go-to-market strategy and the effective development of alternative biodegradable resin products to support a variety of end-use cases. The Company is in discussions with large restaurant chains and consumer goods companies and their converters to expand the use of our PHA-based resins in straws, single-use food packaging, and utensils. Customer trends and government regulations are moving toward non-petroleum-based plastics; however, due to recent economic conditions, including the COVID-19 pandemic and supplemental supply chain disruptions, decreased Eastern European demand due to the conflict in Ukraine, and rising inflation, projected sales growth has shifted into later periods. As a result of these developments, we have taken actions to reduce our operating costs across all areas of the business and to more closely monitor our liquidity position. For example, we have reduced discretionary spending, reduced labor costs through employee headcount rationalization, increased focus by senior management on collections of accounts receivable, postponed certain capital expenditures, and launched an initiative to reduce on-hand inventory levels to respond to the business environment. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Segments Our chief operating decision maker is the Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. We have one primary business activity and there are no segment managers who are held accountable for operating results at a level below the consolidated unit level. Accordingly, we have determined that we have one operating and reportable segment. Cash and Cash Equivalents and Restricted Cash We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash or deposits with financial institutions and deposits in highly liquid money market securities. Deposits with financial institutions are insured by the Federal Deposit Insurance Corporation up to $ 250,000 . Our bank deposits exceed federally insured limits. Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to contractual agreement. At December 31, 2023 and 2022, long-term restricted cash included $ 14.3 million and $ 1.6 million, respectively, related to amounts required under the Senior Secured Term Loan and New Markets Tax Credit (“NMTC”) debt agreements with various lenders. Accounts Receivable, net We record accounts receivable at the stated amount of the transactions with our customers. The allowance for credit losses is our best estimate of the amount of probable credit losses associated with our accounts receivable. We determine the allowance based on historical experience, current conditions, and reasonable and supportable forecasts. Past-due balances are reviewed individually for collectability. We charge off account balances against the allowance after we have exhausted all means of collection and we consider the potential for recovery to be remote. At December 31, 2023 and 2022, the allowances for credit losses were $ 1.0 million and $ 2.4 million, respectively. Our accounts receivable generally have net 30 to net 60 -day payment terms, and we usually receive consideration in accordance with the payment terms of the contract. Accordingly, we do not provide customers significant financing arrangements. Inventories, net Inventories primarily consist of raw materials and finished products and are valued at the lower of cost or net realizable value. We determine cost using the average cost method. We review the net realizable value of inventory on a periodic basis based on historical turnover and assumptions about future product demand and on current selling price. If we determine the expected net realizable value of an inventory item is less than the recorded cost for an inventory item, we record a write-down, charged to cost of revenue, to reduce the value of the inventory to its net realizable value, which establishes a new cost basis for that item. Property, Plant and Equipment, net Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Property, plant and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to forty years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. Major property additions, replacements, and improvements that extend useful life are capitalized, while maintenance and repairs which do not extend the useful lives of the assets are expensed. Net gains or losses on equipment sales and other property dispositions are reflected as operating income or expense. Costs for property, plant and equipment that have not yet been placed in service are accumulated and reported in the caption construction in progress. As such, construction in progress includes expenditures to purchase physical assets from vendors; construction costs; engineering, project management and labor costs; legal and administrative costs; the costs of materials consumed in installation and testing; capitalized interest; and any other incremental costs incurred in order to bring the assets to the condition and location required for them to operate as we intend. After being placed in service, we will transfer each asset to the appropriate caption within property, plant and equipment and commen ce depreciation. Impairment of Goodwill and Long- Lived Assets We tested goodwill for impairment annually as of November 1 or more frequently if events or circumstances indicate possible impairment. In 2022, following a sustained decline in our market capitalization level below our book equity value and other macroeconomic factors, we determined our goodwill was fully impaired and recorded an impairment charge of $ 62.7 million. Long-lived assets, such as property, plant and equipment and finite-lived intangible assets, are amortized over their respective estimated useful lives and reviewed for impairment if events or circumstances indicate possible impairment. As of December 31, 2023 and 2022, we performed a recoverability test for our long-lived assets by comparing their aggregate carrying value to our forecasted undiscounted cash flows over the weighted average useful life of our assets and determined there was no impairment. Convertible Notes and Capped Call We account for the Convertible Notes (See Note 11 ) at stated carrying value, net of issuance costs. Additionally, we determined that the conversion feature qualified for a “scope exception” from treatment as a derivative since the conversion feature qualifies as “fixed for fixed”, meaning the settlement is equal to the difference between a fixed monetary amount of convertible notes and the fair value of a fixed number of our shares. Therefore, we did not separately account for the conversion feature as a derivative. While the Convertible Notes are subject to redemption at the option of the noteholder in certain situations, we concluded that the risks associated with the redemption provisions are clearly and closely associated with the risks associated with the Convertible Notes themselves since they were not issued at a “substantial discount or premium”, and since the redemption provisions include only principal and accrued interest and are not adjusted based on any index other than our common stock. In conjunction with the Convertible Notes, we entered into capped call transactions in which we purchased a call option to receive shares of our common stock. The capped call options are legally separate from the convertible notes, and we accounted for the capped call options separately from the convertible debt. The capped call options are indexed solely to our own common stock and classified in stockholders’ equity since we retain the right to receive shares, at our option, if we exercise the capped call options. We recorded the premiums paid for the capped call options, equal to their fair value at inception, as a reduction to additional paid-in capital. Debt Issuance Costs Debt issuance costs related to long-term debt are reported as a direct deduction from that debt, except for costs associated with debt instruments with no outstanding borrowings, which are reflected as an asset. Debt issuance costs are amortized using the effective interest rate method over the term of the related debt. Amortization of debt issuance costs is included in interest expense and was $ 9.0 million and $ 2.1 million, respectively, during 2023 and 2022. Revenue Recognition We recognize revenue from product sales and services in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). We recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. At contract inception, we assess the goods or services promised within each contract and determine which are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. We derive our revenues primarily from: 1) product sales of developed compostable resins based on polyhydroxyalkanoates (“PHA”), polylactic acid (“PLA”) and other renewable materials; and 2) research and development (“R&D”) services related to developing customized formulations of biodegradable resins based on PHA. We generally produce and sell finished products, for which we recognize revenue upon shipment, which is typically when control of the underlying product is transferred to the customer and all other revenue recognition criteria have been met. We offer a standard quality assurance warranty related to the fitness of our finished goods. Variable consideration such as discounts, rebates, or volume discounts that we estimate to reduce our transaction price are not material. R&D service revenues generally involve milestone-based contracts under which we work with a customer to develop a PHA-based solution designed to the customer’s specifications, which may involve a single or multiple performance obligations. When an R&D contract has multiple performance obligations, we allocate the transaction price to the performance obligations utilizing a cost-plus approach to estimate the stand-alone selling price, which contemplates the level of effort to satisfy the performance obligations, and then allocate the transaction price to each of the performance obligations based on the relative percentage of the stand-alone selling price. We recognize revenue for these R&D services over time with progress based on personnel hours incurred to date as a percentage of total estimated personnel hours for each performance obligation identified within the contract. Upon completion of the R&D services, the customers have an option to enter into long-term supply agreements with us for the product(s) that were developed within the respective contracts. We concluded these customer options were marketing offers, not separate performance obligations, since the options did not provide a material right to any of our customers. For our R&D service revenues, we estimate the number of personnel hours to be incurred for each contract based on our expertise and experience in providing these services. These estimates may ultimately differ from the actual hours incurred. An increase of 10 % in the estimated hours remaining to complete each of our R&D contracts at December 31, 2023 would have reduced our revenue by $ 0.2 million. Contract assets primarily represent R&D service revenue for which we do not presently have an unconditional right to payment (generally not yet billable) based on the terms of the contracts. Contract assets at December 31, 2023 are reported net of an allowance for credit losses. We evaluate our contract assets for collectability. We consider historical losses adjusted to take into account current market conditions and our customers’ financial condition. We did not have probable incurred losses associated with contracts with customers for the years ended December 31, 2023 or 2022. We recognize a contract liability if we receive consideration (or have the conditional right to receive consideration) in advance of performance, which only occurs with our R&D services contracts. R&D service customers generally pay us at the commencement of each project and as milestones are achieved, as outlined in the individual contracts. Cost of Revenue Direct costs of production (including raw materials, inbound freight, production and warehouse labor and stock-based compensation, plant utilities, plant rent, depreciation, and other production-related expenditures) and delivery are charged to cost of revenue when the related revenue is recognized. Direct costs related to R&D service revenue are also charged to cost of revenue. Stock-Based Compensation Awards to employees have been granted with vesting requirements based on duration of service only, a combination of market-based and service-based conditions, and a combination of performance-based and service-based conditions. We recognize expense associated with service-based only condition awards on a straight-line basis over the requisite service period. We recognize expense associated with awards with market-based or performance-based vesting conditions on a straight-line basis over the longest of the explicit, implicit or derived service period term of each award, as applicable. Advertising Costs We charge advertising costs to selling, general and administrative expense as incurred. Advertising costs were not material during 2023 or 2022. Research and Development Costs We charge research and development costs to expense as incurred. Research and development costs include labor costs, depreciation, amortization, stock-based compensation, consulting and other external fees, and facility costs directly attributable to research and development activities. Income Taxes We are taxed as a corporation and as such, use the asset and liability method of accounting for income taxes. We file consolidated income tax returns that include our subsidiary legal entities. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits such as net operating loss carryforwards to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. In the ordinary course of business, there may be transactions for which the ultimate tax outcome is uncertain. We assess uncertain tax positions in each of the tax jurisdictions in which we operate and account for the related financial statement implications. Unrecognized tax benefits are reported using the two-step approach, under which tax effects of a position are recognized only if it is more likely than not to be sustained and the amount of the tax benefit recognized is equal to the largest tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement of the tax position. Determining the appropriate level of unrecognized tax benefits requires us to exercise judgment regarding the uncertain application of tax law. We would adjust the amount of unrecognized tax benefits when information became available or when an event occurred indicating a change would be appropriate. We would include interest and penalties related to any uncertain tax positions as part of income tax expense. Leases Operating leases are reflected as right-of-use assets and lease liabilities. The right-of-use assets and lease liabilities are recognized as the present value of the future lease payments over the lease term at commencement date, adjusted for lease incentives, prepaid or accrued rent, and unamortized initial direct costs, as applicable. Since most of our leases do not provide a readily determinable rate implicit in the lease, we use our incremental borrowing rate based on the information available at each commencement date in determining the present value of future payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Our lease terms may include options to extend or terminate the lease, typically at our discretion. We evaluate the renewal options at commencement and as circumstances dictate, and if they are reasonably certain of exercise, we include the renewal period in the lease term. For all classes of leased assets, we have applied an accounting policy election to exclude short-term leases from recognition in our consolidated balance sheets. A short-term lease has a lease term of 12 months or less at the commencement date and does not include a purchase option that is reasonably certain of exercise. We recognize short-term lease expense in our consolidated statements of operations on a straight-line basis over the lease term. Lease costs are recorded in cost of revenue, research and development expenses, or selling, general and administrative expenses based on the underlying functions of the leased assets. Earnings per Share We compute basic earnings per share by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. We compute diluted earnings per share by dividing net income (loss) by the weighted-average number of common shares outstanding during the period, including potentially dilutive ordinary shares from option exercises, employee share awards, and other dilutive instruments that have been issued. For periods where we present a net loss, such securities are excluded from the computation of diluted net loss per share as they would be anti-dilutive. Recently Issued Accounting Pronouncements In November 2023, the FASB issued new guidance that requires enhanced disclosures related to reportable segments that includes, among other disclosures, identifying significant segment expenses on an annual and interim basis. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the guidance must be applied retrospectively to all prior periods presented in the financial statements. We do not expect this pronouncement to have a material impact on our consolidated financial statements or related disclosures. In December 2023, the FASB issued new guidance that requires enhanced income tax disclosures related to the rate reconciliation, information on income taxes paid and other items. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The standard permits both prospective and retrospective application. We do not expect this pronouncement to have a material impact on our consolidated financial statements or related disclosures. |
Fair Value Considerations
Fair Value Considerations | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Considerations | Note 3. Fair Value Considerations GAAP defines “fair value” as the price we would receive to sell an asset in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer. GAAP also sets forth a framework for measuring fair value utilizing a three-tier hierarchy based on the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities; Level 2 - Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; Level 3 - Unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Level 1 The carrying amounts of our cash and cash equivalents and restricted cash were measured using quoted market prices in active markets and represent Level 1 investments. Our other financial instruments such as accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their short maturities. The fair value of our Convertible Notes, based on trades made around December 31, 2023 was approximately $ 41.4 million. We value our restricted stock and restricted stock units that do not include market or performance factors at the closing price of a share of our common stock on the grant date. We value our restricted stock units with performance factors at the closing price of a share of our common stock on the grant date or on each period end date, or $ 1.02 at December 31, 2023, for those such grants that include a cash settlement feature. Level 2 We value restricted stock and stock option awards that contain a market-based vesting provision using a Monte Carlo simulation, which takes into account a large number of potential stock price scenarios over time and incorporates varied assumptions about volatility and exercise behavior for those various scenarios. These assumptions are based on market data but cannot be directly observed. A fair value is determined for each potential outcome. The table below provides the calculated fair values of, and the associated values used for Monte Carlo valuations of, certain awards. December 19, 2023 Stock Options Restricted Stock Fair value at modification date $ 0.17 $ 0.38 Number of units 2,571,737 754,518 Variables used in determining modification date fair value: Volatility 75.00 % 75.00 % Risk-free rate 3.92 % 3.92 % Expected term (in years) 7.03 7.03 We estimated the fair value of our Senior Secured Term Loan (See Note 11 ), based on an analysis of market activity since loan inception at December 31, 2023 and determined it was approximately $ 55.8 million. Level 3 We value stock options, including ESPP (See Note 14 ), and Private Warrants (See Note 10 ) using the Black-Scholes option pricing model on the respective grant dates. We re-value the Private Warrants and any stock options with a cash-settlement feature at the end of each quarter. Since our stock price history as a publicly traded company is shorter in duration than the expected lives of our options (other than ESPP), we use a peer group to assess volatility. We have not paid and do not currently anticipate paying a cash dividend on our common stock, so we have set the expected annual dividend yield to zero for all calculations. We used risk-free rates equal to the U.S. Treasury yield curves in effect as of each valuation date for durations equal to the expected lives of each instrument. We use the simplified method under Staff Accounting Bulletin Topic 14, defined as the mid-point between the vesting period and the contractual term for each option, to determine the expected lives of stock options, and we use the remaining contractual life of the warrants as their expected life. The following table sets forth the ranges of calculated fair values of, and the associated ranges of values used for remeasurement in our Black Scholes calculations for, stock options, other than ESPP. December 31, Years Ended December 31, 2023 2023 2022 Share prices of our common stock $ 1.02 $ 1.02 -$ 2.58 $ 1.79 - $ 5.86 Expected volatilities 5 4.21 % 49.30 % - 55.59 % 44.42 % - 51.30 % Risk-free rates of return 3.83 % 3.77 % - 4.04 % 1.66 % - 3.96 % Expected option terms (years) 4.34 3.57 - 6.00 4.56 - 6.00 Calculated option values $ 0.10 $ 0.00 - $ 1.34 $ 0.03 - $ 2.68 The table below sets forth the fair values we calculated and the inputs we used in our Black Scholes models for Private Warrants. December 31, December 31, 2023 2022 Share price of our common stock $ 1.02 $ 1.79 Expected volatility 56.66 % 55.83 % Risk-free rate of return 4.31 % 4.13 % Expected warrant term (years) 2.00 3.00 Fair value determined per warrant $ 0.00 $ 0.05 |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4. Inventories, net Inventories, net consisted of the following: December 31, December 31, (in thousands) 2023 2022 Raw materials $ 10,867 $ 19,964 Work in process 546 1,524 Finished goods and related items 13,857 11,255 Total inventories, net $ 25,270 $ 32,743 At December 31, 2023 and 2022, finished goods and related items included $ 7.6 million and $ 4.9 million, respectively, of finished neat PHA. |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Note 5. Property, Plant and Equipment, net Property, plant and equipment, net, consisted of the following: December 31, December 31, (in thousands) Estimated Useful Life (Years) 2023 2022 Land and improvements 20 $ 92 $ 92 Leasehold improvements Shorter of useful life or lease term 110,531 109,805 Buildings 20 - 40 2,191 2,156 Machinery and equipment 3 - 20 190,111 180,846 Motor vehicles 7 - 10 903 921 Furniture and fixtures 3 - 10 474 473 Office equipment 3 - 10 7,415 5,976 Construction in progress N/A 202,998 198,545 514,715 498,814 Accumulated depreciation and amortization ( 69,562 ) ( 44,865 ) Property, plant and equipment, net $ 445,153 $ 453,949 We reported depreciation and amortization expense (which included amortization of intangible assets) as follows: Years Ended December 31, (in thousands) 2023 2022 Cost of revenue $ 20,385 $ 12,249 Research and development 7,802 5,797 Selling, general and administrative 1,190 2,407 Total depreciation and amortization expense $ 29,377 $ 20,453 Construction in progress consists primarily of the early phases of construction of a PHA plant in Bainbridge, Georgia as noted in the table below. (in thousands) December 31, December 31, Georgia $ 199,342 $ 191,576 New York 1,960 4,959 Kentucky 1,696 2,010 $ 202,998 $ 198,545 We do not have expected in-service dates for our Greenfield Facility in Bainbridge, Georgia, since we have paused major construction. We will need to obtain additional financing to complete our Greenfield Facility, in 2022, our engineers estimated this cost would range from $ 515 million to $ 665 million, which does not consider any effect of inflation, and if we do not obtain financing, our investment could be impaired. Property, plant and equipment at December 31, 2023 and 2022 included gross capitalized interest of $ 15.0 million and $ 14.6 million, respectively. In 2023 and 2022, we capitalized interest costs of $ 0.4 million and $ 8.9 million, respectively, to property, plant and equipment. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6. Intangible Assets Intangible Assets Our recognized intangible assets consist of patents and the unpatented technological know-how of Danimer Catalytic Technologies as well as patents arising from legacy Danimer, which were initially recorded at cost. The values of Danimer Catalytic Technologies’ patents and unpatented know-how are inseparable and represent their acquisition-date fair value, less subsequent amortization. We capitalize patent acquisition costs and legal fees related to the defense of patents when we believe a successful defense of that patent is probable and that a successful defense increases the value of the patent. Patent costs are amortized on a straight-line basis over their estimated useful lives, which range from 10 to 20 years. Our intangible portfolio has an estimated weighted average useful life of 17.6 years. Intangible assets, net, consisted of the following: December 31 December 31, (in thousands) 2023 2022 Intangible assets, gross $ 95,765 $ 94,291 Less capitalized patent costs not yet subject to amortization ( 2,838 ) ( 1,604 ) Intangible assets subject to amortization, gross 92,927 92,687 Accumulated amortization ( 17,975 ) ( 13,350 ) Intangible assets subject to amortization, net 74,952 79,337 Total intangible assets, net $ 77,790 $ 80,941 Amortization expense was $ 4.6 million and $ 4.8 million, respectively, during 2023 and 2022 and is included primarily in research and development costs. We expect intangible assets currently subject to amortization will amortize over the coming years as follows: (in thousands) Amortization Expense 2024 $ 4,260 2025 4,260 2026 4,260 2027 4,260 2028 4,260 Thereafter 53,652 Total $ 74,952 |
New Markets Tax Credit Transact
New Markets Tax Credit Transactions | 12 Months Ended |
Dec. 31, 2023 | |
New Markets Tax Credit Transactions [Abstract] | |
New Markets Tax Credit Transactions | Note 8. New Market Tax Credit Transactions We have entered into financing arrangements under the New Markets Tax Credit (“NMTC”) program with various unrelated third-party financial institutions (“NMTC Investors”) during 2019 and 2022. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (“Act”) to induce capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their federal income taxes for up to 39 % of qualified investment in the equity of the community development entities (“CDEs”). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments. These financing arrangements were structured with the NMTC 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 NMTC Investors invested in the Investment Funds. Each Investment Fund then contributed the funds from our loan and the NMTC Investor’s investment to a CDE. Each CDE then loaned the contributed funds to a wholly owned subsidiary of the Company. The NMTC 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 NTMC Investors for any losses or recaptures of the NMTCs until such time as our obligations to deliver tax benefits are relieved. We do not expect the maximum potential amount of future payments under this indemnification to exceed the face amount of the related debt, net of leverage loans receivable, totaling $ 14.3 million at both December 31, 2023 and 2022 . We believe that the likelihood of a required payment under this indemnification is remote. We do not anticipate any credit recaptures will be required in connection with the financing arrangements, and there have been no credit recaptures as of December 31, 2023. The arrangements also include a put/call feature which becomes enforceable at the end of the compliance periods whereby we may be obligated or entitled to repurchase the NMTC Investor’s interests in each of the Investment Funds for a nominal amount or fair value. We believe the NMTC Investors will exercise their put options at the end of the compliance periods for each of the transactions for nominal amounts. The value attributed to the puts/calls is nominal. We have determined that each NMTC program contains a variable interest entity (“VIE”). The ongoing activities of the Investment Funds consist of collecting and remitting interest and fees and maintaining continued compliance with the NMTC program. The responsibility for performing these ongoing activities resides with the NMTC Investors. The NMTC Investors were also integral during the initial designs of the Investment Funds and created the structures that allow the NMTC Investors to monetize the tax credits available through the NMTC programs. Based on these circumstances, we concluded that we were not the primary beneficiary of each VIE and therefore we do not consolidate the VIEs. We record the loans we provided to the Investment Funds as leveraged loan receivables. We include the loans we received from the CDEs within long-term debt. The below table summarizes our NMTC arrangements (dollars in thousands) : Transaction Date Amount Borrowed Interest Rate Recapture Period End Loan Maturity Date 4/25/2019 9,000 1.96 % 4/30/2026 9/30/2048 11/7/2019 12,000 1.06 % 11/30/2026 11/7/2039 8/23/2022 24,700 1.00 % 11/1/2029 8/23/2052 Restricted cash included $ 1.8 million and $ 1.6 million at December 31, 2023 and 2022, respectively, related to these NMTC arrangements for interest payments and management fees during the compliance periods. As part of our NMTC transactions, we have made leverage loans as follows (dollars in thousands) : Transaction Date Amount Loaned Interest Rate Interest Rate Period End Loan Maturity Date 4/25/2019 6,262 2.00 % 4/25/2026 9/30/2048 11/7/2019 7,146 1.08 % 11/7/2026 11/7/2039 8/23/2022 18,038 1.00 % 11/10/2029 8/23/2052 If NMTC compliance requirements are met through the end of each respective recapture period, we expect each debt instrument and the related leverage loan will be forgiven, resulting in our recognition of gains approximately equal to each net amount. We expect these loans will be forgiven before any principal is due. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 9. Accrued Liabilities The components of accrued liabilities were as follows: December 31, December 31, (in thousands) 2023 2022 Compensation and related expenses $ 1,692 $ 1,305 Accrued legal, consulting and professional fees 839 443 Accrued taxes 552 669 Accrued interest 440 134 Accrued utilities 350 415 Accrued rebates 233 - Construction in progress accruals 191 1,089 Purchase accrual 8 401 Other 421 545 Total accrued liabilities $ 4,726 $ 5,001 |
Private Warrants
Private Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Private Warrant Liability | Note 10. Private Warrants At December 31, 2023 and 2022, there were 3,914,525 outstanding warrants to purchase shares of our common stock at an exercise price, subject to adjustments, of $ 11.50 per share (“Private Warrants”) that were privately placed prior to the Business Combination. On December 28, 2025 , any then-outstanding Private Warrants will expire. We report the Private Warrants as liabilities at their fair values each period end, with changes in the fair value of the Private Warrants recorded as a non-cash charge or gain. The Private Warrants are included in other long-term liabilities. A roll-forward of the private warrants liability is below. (in thousands) Balance at December 31, 2021 $ ( 9,578 ) Gain on remeasurement of private warrants 9,366 Balance at December 31, 2022 ( 212 ) Gain on remeasurement of private warrants 207 Balance at December 31, 2023 $ ( 5 ) |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 11. Debt The components of long-term debt were as follows: December 31, December 31, (in thousands) 2023 2022 3.25 % Convertible Senior Notes $ 240,000 $ 240,000 Senior Secured Term Loan 130,000 New Market Tax Credit Transactions 45,700 45,700 Insurance Premium Finance Notes 1,243 1,828 Vehicle and Equipment Notes 327 366 Mortgage Notes 192 218 Subordinated Term Loan - 10,205 Total $ 417,462 $ 298,317 Less: Total unamortized debt issuance costs ( 34,658 ) ( 9,947 ) Less: Current maturities of long-term debt ( 1,368 ) ( 1,972 ) Total long-term debt $ 381,436 $ 286,398 3.25% Convertible Senior Notes On December 21, 2021, we issued $ 240 million principal amount of our Convertible Senior Notes (“Convertible Notes”) subject to an indenture (“Indenture”). The Convertible Notes are our senior, unsecured obligations and are (i) equal in right of payment with our existing and future senior, unsecured indebtedness; (ii) senior in right of payment to our existing and future indebtedness that is expressly subordinated to the Convertible Notes; (iii) effectively subordinated to our existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables. The Convertible Notes accrue interest at a rate of 3.25 %, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The Convertible Notes will mature on December 15, 2026 . Before June 15, 2026, noteholders will have the right to convert their Convertible Notes only upon the occurrence of certain events. Starting on June 15, 2026, noteholders may convert their Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares, at our election. The initial conversion rate is 92.7085 shares of common stock per $ 1,000 principal amount of Convertible Notes, or approximately $ 10.79 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations described below), at our option at any time, and from time to time, between December 19, 2024, and October 20, 2026, but only if certain liquidity conditions are satisfied and the last reported sale price per share of our common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (ii) the trading day immediately before the date we send such notice. However, we may not redeem less than all of the outstanding notes unless at least $ 100.0 million aggregate principal amount of notes are outstanding and not called for redemption as of the time we send the related redemption notice. The redemption price will be a cash amount equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any Convertible Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Convertible Note, in which case the conversion rate applicable to the conversion of that Convertible Note will be increased in certain circumstances. Capped Calls Also in December 2021, in connection with the Convertible Notes, we purchased capped calls (“Capped Calls”) with certain well-capitalized financial institutions for $ 35 million . The Capped Calls were structured to partially offset the increase in the outstanding number of our common shares should we settle the Convertible Notes in shares, or to reduce the net cash outlay required should we settle the Convertible Notes in cash. The Capped Calls are call options that permit us, at our option, to require the counterparties to deliver to us shares of our common stock. The number of shares to be delivered upon such exercise depends on the market value of our common stock at the time of exercise, subject to a cap initially equal to $ 16.92 , and an initial strike price of $ 10.79 per share. The cap and strike price are subject to adjustment in response to specified changes in our capitalization such as stock splits. Considering these unadjusted figures and assuming a cash settlement of the principal amount of the Convertible Notes upon a conversion, if we settle the incremental value of the Convertible Notes upon conversion with shares when the market price (as measured according to the terms of the Capped Call) of our common stock is between $ 10.79 and $ 16.92 , we will be able to call shares equal to the number of incremental shares issuable under the Notes. If such stock price is less than that, then the Capped Calls are “out of the money” and we would not exercise them. To the extent such stock price is greater than $ 16.92 , the Capped Calls would not supply enough shares to entirely offset the number of incremental shares to be issued. We may net-settle the Capped Calls and receive cash instead of shares. We have not exercised any of the Capped Calls at December 31, 2023, and the Capped Calls expire on April 12, 2027 . Senior Secured Term Loan On March 17, 2023, we closed a $ 130 million principal amount senior secured term loan (“Senior Secured Term Loan”). The Senior Secured Term Loan is secured by substantially all of our assets, other than the assets of Danimer Catalytic Technologies and assets associated with the Greenfield Facility. The Senior Secured Term Loan matures on the earlier of March 17, 2027 or September 15, 2026 if more than $ 100 million of the existing Convertible Notes remain outstanding on that date. After payment of the lender’s expenses, including the first three years of premiums for a collateral protection insurance policy for the benefit of the lender, we received net proceeds of $ 98.6 million. The Senior Secured Term Loan accrues interest at a stated annual rate of 14.4 % , payable monthly. As part of the Senior Secured Term Loan agreement, we are required to hold $ 12.5 million in an interest-payment reserve account, which we have reported as restricted cash. The Senior Secured Term Loan contains various customary covenants, which we do not expect to have a material impact on our liquidity or capital resources. In connection with the Senior Secured Term Loan, we also issued warrants with a five-year maturity to the lender to purchase 1.5 million shares of our common stock at an exercise price of $ 7.50 per share. We determined the fair value of these warrants as of the closing date was $ 0.5 million using the Black-Scholes model and included this amount in additional paid-in capital. New Markets Tax Credit Transactions We have entered into financing arrangements under the NMTC program as described in Note 8 . Insurance Premium Finance Notes In June 2023 and December 2023, we entered into financing agreements related to the premiums of certain insurance policies. These notes each have a one year term and bear interest at 8.24 % , respectively. Vehicle and Equipment Notes We have fourteen vehicle and equipment notes outstanding at December 31, 2023 primarily relating to motor vehicles and warehouse equipment. We make monthly payments on these notes at interest rates ranging from 3.75 % to 6.99 % . Mortgage Notes We have a mortgage note secured by residential property. This note bears interest at 5.25 % , with a maturity date in May 2025. Subordinated Term Loan In March 2019, we, through a subsidiary, entered into a subordinated second credit agreement (“Subordinated Term Loan”) for $ 10.0 million in term loans. During 2023, we paid $ 10.2 million of principal and accrued interest, which satisfied the entire balance of the loan. Cash Maturities As of December 31, 2023, the future cash maturities of long-term debt are as follows: (in thousands) Amount Years Ended December 31 2024 $ 1,368 2025 265 2026 261,087 2027 130,035 2028 7 Thereafter 24,700 Total future maturities $ 417,462 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 12. Equity Common Stock The following table summarizes the common stock activity for the years ended December 31, 2023 and 2022: Years Ended December 31, 2023 2022 Balance, beginning of period 101,804,454 100,687,820 Issuance of common stock 1,027,649 1,116,634 Balance, end of period 102,832,103 101,804,454 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, 2023 and 2022, no shares of preferred stock were issued or outstanding. Earnout Shares The Legacy Danimer shareholders are entitled to receive up to an additional 3,500,000 shares of our common stock (“Earnout Shares”) if the volume-weighted average price (“VWAP”) of our shares equals or exceeds the following prices for any 20 trading days within any 30 trading-day period between June 29, 2021 and the following dates: Final Trading Period End Date Number of Shares VWAP Target December 31, 2025 2,500,000 $ 20.00 December 31, 2025 1,000,000 $ 25.00 The Earnout Shares are included in our equity. Non-Plan Legacy Danimer Options Prior to 2017, Legacy Danimer had issued 208,183 stock options that were not a part of either the 2016 Executive Plan or the 2016 Omnibus Plan. These options had a weighted average exercise price of $ 30 per share. On December 29, 2020, the then-remaining 30,493 of these options were converted to options to purchase 279,255 shares of our common stock with a weighted average exercise price of $ 3.28 per share. None of these options were exercised in 2023 or 2022. There were 125,492 Legacy Danimer options remaining outstanding at December 31, 2023 and 2022. Equity Distribution Agreement On September 7, 2022, we entered into an equity distribution agreement (“Equity Distribution Agreement”) with Citigroup Global Markets Inc. as manager, under which we may issue and sell shares of our common stock “at the market” from time-to-time with an aggregate offering price of up to $ 100 million (“ATM Offering”). Under the Equity Distribution Agreement, the manager may sell small volumes of our common stock at the prevailing market price, during such times and at such terms as we have predesignated. We have no obligation to sell any shares and may at any time suspend offers and sales that are part of the ATM Offering or terminate the Equity Distribution Agreement. We have incurred life-to-date issuance costs of $ 1.4 million, which were primarily one-time costs, but which also included less than $ 0.1 million in commissions to the manager. As of December 31, 2023, $ 98.6 million remains available for distribution under the Equity Distribution Agreement. For the year ended December 31, 2023, we issued 378,057 shares at an average price of $ 1.28 per share resulting in proceeds of $ 0.5 million. For the year ended December 31, 2022, we issued 212,604 shares at an average price of $ 4.15 resulting in proceeds of $ 0.9 million. Anti-dilutive Instruments The following instruments were excluded from the calculation of diluted shares outstanding because the effect of including them would have been anti-dilutive. Years Ended December 31, 2023 2022 Convertible Notes 22,250,040 22,250,040 Employee stock options 9,257,704 11,844,644 Private Warrants 3,914,525 3,914,525 Senior Secured Term Loan Warrants 1,500,000 - Restricted shares and RSUs 1,034,872 2,209,288 Performance shares 127,770 50,251 Legacy Danimer options 125,492 125,489 Total excluded instruments 38,210,403 40,394,237 Dividends We have no t paid any cash dividends on the common stock to date, and we have no plans to do so. Any decision to declare dividends in the future will be made at the discretion of the Board of Directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that the Board may deem relevant. In addition, our ability to pay dividends are limited by covenants of our existing indebtedness and may be further restricted by an additional indebtedness we may incur. Senior Secured Term Loan Warrants On March 17, 2023, we issued warrants to purchase 1.5 million shares of our common stock for $ 7.50 per share in connection with the Senior Secured Term Loan. These warrants were accounted for as an equity arrangement and are included in additional paid-in capital at December 31, 2023. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 13. Revenue We evaluate financial performance and make resource allocation decisions based upon the results of our single operating and reportable segment; however, we believe presenting revenue split between our primary revenue streams of products and services best depicts how the nature, amount, timing and certainty of our net sales and cash flows are affected by economic factors. We defer certain contract fulfillment costs that meet the criteria for capitalization. These costs are amortized to cost of revenue on a per-pound basis as we sell the related product. During 2023 and 2022, we charged $ 1.1 million and $ 0.5 million, respectively, of fulfillment costs to cost of revenue. At December 31, 2023, we had gross fulfillment costs of $ 1.3 million and net fulfillment costs of $ 1.1 million which were included in other assets. At December 31, 2022, we had gross fulfillment costs of $ 3.2 million and net fulfillment costs of $ 1.9 million which were included in contract assets, net. R&D contract assets, net were $ 3.7 million and $ 2.8 million at December 31, 2023 and 2022, respectively. The long term portion of these assets of $ 0.7 million at December 31, 2023 is included in other assets. Revenue recognized that was included in contract liabilities at the beginning of the period was not material for 2023 and was approximately $ 2.1 million during 2022. Concentration of Risk We have a relatively low number of customers. At December 31, 2023, and 2022, our top five customers collectively represented approximately 92 % and 87 % of total accounts receivable, respectively. In 2023, we had three customers that individually accounted for more than 10 % of total revenue and collectively represented 65 % of total revenue. In 2022, we had two customers that each individually accounted for more than 10 % of total revenue and that collectively represented 40 % of total revenue. Disaggregated Revenues Revenue by geographic areas is based on the location of the customer. The following is a summary of revenue information by major geographic area: Years Ended December 31, (in thousands) 2023 2022 Domestic $ 44,418 $ 45,802 Germany 1,386 2,906 Poland 232 311 Belgium 201 3,052 Austria 107 888 All other countries 340 259 Total revenues $ 46,684 $ 53,218 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 14. Stock-based Compensation We grant various forms of stock-based compensation, including restricted stock, restricted stock units, stock options and performance-based restricted stock units under our Danimer Scientific, Inc. 2020 Long-Term Equity Incentive Plan (“2020 Incentive Plan”) and employee stock purchase plan instruments under our 2020 Employee Stock Purchase Plan (“2020 ESPP”). We also have outstanding employee and director stock options that were issued prior to the Business Combination under legacy stock plans. The 2020 Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, performance stock and performance stock units. As of December 31, 2023 and 2022, 4,823,519 and 1,657,240 shares, respectively, of our common stock remained authorized for issuance with respect to awards under the 2020 Incentive Plan. The 2020 ESPP provides for the sale of our common stock to our employees through payroll withholding at a discount of 15 % from the lower of the closing price of our common stock on the first or last day of each biannual offering period. Up to 2,571,737 shares of our common stock were authorized to be issued under this plan. We issued 182,037 and 78,168 shares during the years ended December 31, 2023 and 2022, respectively, and 2,306,519 shares remain in the pool at December 31, 2023. These share pool limits are subject to adjustment in the event of a stock split, stock dividend or other changes in our capitalization. The following table sets forth the allocation of our stock-based compensation expense. Years Ended December 31, (in thousands) 2023 2022 Cost of revenue $ 10 $ 60 Selling, general and administrative 48,760 49,387 Research and development 7,069 7,321 Total stock-based compensation $ 55,839 $ 56,768 Service-based Restricted Stock and RSUs A summary of service-based restricted stock and RSU activity under our equity plans follows: Number of Shares Weighted Average Grant-Date Balance, December 31, 2021 1,011,892 $ 37.09 Granted 191,751 $ 4.93 Vested ( 505,945 ) $ 37.09 Forfeited ( 6,250 ) $ - Balance, December 31, 2022 691,448 $ 28.51 Granted 159,072 $ 2.99 Vested ( 578,970 ) $ 37.09 Balance, December 31, 2023 271,550 $ 4.40 We recognize compensation expense for these awards on straight-line basis from the grant date through the relevant vesting dates, which range from one to three years. We recognized $ 19.2 million of such expense during 2023 and 2022. The total fair values of restricted stock and RSU awards that vested during 2023 and 2022 were $ 0.6 million and $ 0.9 million, respectively. Market-based Restricted Stock During 2021, we granted 1,517,840 shares of restricted stock for which the restrictions lapse on successive thirds of the award on the first date the volume-weighted average price per share of our common stock equals or exceeds $ 24.20 for any 20 trading dates within 30-day trading periods beginning on December 29, 2021, 2022, and 2023, respectively. We recognized $ 18.5 million of related expense during 2023 and 2022. During 2023, we instituted a cash settlement feature for certain of these awards if the 2020 Incentive Plan does not have enough shares remaining to fulfill these awards at the time of vesting. As such, 754,818 of the 1,517,840 shares of market-based restricted stock are accounted for as liabilities that are marked to market each period. We recognized a liability of $ 0.3 million as a result of this feature, which was reclassified from additional paid-in capital and no incremental compensation cost was recognized. All of these shares remained outstanding at December 31, 2023. Performance-based Restricted Stock Units During 2021, we initiated a Performance-based RSU (“PRSU”) program. Under this program, each participant is awarded a number of units that may vest based on our performance against one or more specified metrics, with 50 % to 100 % of these PRSUs vesting proportionally with achieved threshold and target attainment levels. In some cases, these PRSUs contain a cash settlement feature and we accounted for these PRSUs as liabilities that are marked to market using the price of our common stock at the end of each reporting period with a life-to-date expense adjustment. At December 31, 2023 and 2022, the long-term liability for these performance shares was $ 0.1 million and $ 0.3 million. During 2023 and 2022, we recognized related compensation expense o f $ 0.1 million and $ 0.2 million, respectively, which we included in selling, general and administrative expenses. Other than the mark to market effect, expense is recognized on a straight-line basis between the dates of grant and the vesting dates, which we anticipate will be in February 2024, March 2025, and February 2026, respectively. We are currently assuming 100% attainment of our 2025 metrics and 0% attainment of our 2023 and 2024 metrics. All of these performance shares remained outstanding at December 31, 2023. A summary of PRSUs grants, with threshold and target dollar and production capacity figures given in millions: Grant Date Grant-Date Fair Value # Cash-Settleable PRSUs # Share-Settleable PRSUs Metric Threshold Target 2/28/2023 $ 2.58 192,500 38,759 2025 PHA Revenue $ 177.0 $ 202.0 2/28/2023 $ 2.58 192,500 38,760 2025 Adjusted EBITDA $ 36.0 $ 44.0 3/31/2022 $ 5.86 131,909 15,075 2024 PHA Revenue $ 151.0 $ 189.0 3/31/2022 $ 5.86 131,909 15,075 2024 Adjusted EBITDA $ 9.2 $ 13.8 3/31/2022 $ 5.86 175,880 20,101 2024 Neat PHA capacity (lbs.) 68.0 81.0 7/23/2021 $ 18.24 28,783 - 2023 Return on Equity 5 % 9 % 7/23/2021 $ 18.24 28,783 - 2023 EBITDA $ 45.0 $ 65.0 7/23/2021 $ 18.24 38,377 - 2023 Neat PHA capacity (lbs.) 75.0 90.0 920,641 127,770 Stock Options A summary of share settled stock option activity under our equity plans follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance, December 31, 2021 10,589,010 $ 14.85 7.39 $ 22,473,835 Granted 1,056,798 $ 3.99 Exercised ( 60,000 ) $ 3.28 $ 99,600 Forfeited ( 53,422 ) Transferred from liability-based awards 312,258 $ 2.68 Balance, December 31, 2022 11,844,644 $ 14.23 6.71 $ - Granted 204,254 $ 2.58 Forfeited ( 219,457 ) Transferred to liability-based awards ( 2,571,737 ) Balance, December 31, 2023 9,257,704 $ 11.27 5.38 $ - Exercisable 7,768,505 $ 11.45 4.91 $ - Vested and expected to vest 9,257,704 $ 11.27 5.38 $ - The aggregate intrinsic values are calculated as the difference between the exercise price of the indicated stock options and the fair value of our common stock on the respective exercise dates or on December 31, as applicable. The weighted average grant-date fair values of options granted during 2023 and 2022 were $ 1.34 and $ 1.81 , respectively. In addition to the stock options granted under our equity plans, during 2023 and 2022, we granted 1,050,000 and 972,222 stock options, respectively, that contained a cash-settlement feature if adequate shares were not available in these plans to settle the awards by the exercise dates. Also during 2023, we added a cash settlement feature to 2,571,737 of other outstanding stock options, which resulted in a liability of $ 0.4 million, which was reclassified from additional paid-in capital and no incremental compensation cost was recognized. During 2022, we reclassified 312,258 stock options with a cash-settlement feature to share settled. During 2023 and 2022, we recognized benefits of less than $ 0.1 million and $ 0.3 million, respectively, and reported long-term liabilities of $ 0.1 million, respectively, related to these stock options at December 31, 2023 and 2022. As of December 31, 2023, there was $ 2.1 million of unrecognized compensation cost related to unvested stock options and restricted shares granted under the 2020 Incentive Plan. That cost is expected to be recognized over a weighted-average period of 1.6 years. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Leases | Note 7. Leases We currently lease our facility in Winchester, Kentucky and certain facilities in Bainbridge, Georgia under an operating lease. As of December 31, 2023, the lease had a remaining term of 15 years. During 2023, we concluded that it is reasonably certain that we will exercise our four, five-year extension options under the lease, resulting in a twenty-year extension of the lease term. As a result, we remeasured the lease to include the extended lease term using an estimated incremental borrowing rate of 14.4 % , which resulted in increases to our right-of-use asset and lease liability of $ 0.1 million each. We also lease our facility in Rochester, New York under an operating lease. At acquisition date, we evaluated the present value of future lease payments using an estimated incremental borrowing rate of 11.5 %. As of December 31, 2023, the lease had a remaining term of approximately four years with an option for a five year renewal term, which we have included for lease accounting purposes. The following table sets forth the allocation of our operating lease costs. Years Ended December 31, (in thousands) 2023 2022 Cost of revenue $ 2,642 $ 2,506 Selling, general and administrative 135 469 Research and development 914 536 Total operating lease cost $ 3,691 $ 3,511 The following table reconciles the undiscounted future lease payments for operating leases to the operating lease liabilities at December 31, 2023. (in thousands) Undiscounted future operating lease cash flows for the periods ending December 31, 2024 $ 3,720 2025 3,720 2026 3,725 2027 3,732 2028 3,732 Thereafter 101,068 119,697 Less interest ( 94,433 ) Present value of lease liability $ 25,264 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15. Income Taxes The significant components of our income tax expense (benefit) were as follows: Years Ended December 31, (in thousands) 2023 2022 Current tax expense Federal $ 510 $ - State 8 4 Total current expense 518 4 Deferred tax benefit Federal ( 199 ) ( 587 ) State - ( 227 ) Total deferred benefit ( 199 ) ( 814 ) Total income tax expense (benefit) $ 319 $ ( 810 ) A reconciliation of our effective tax rate and federal statutory tax rate is summarized as follows: Years Ended December 31, (in thousands) 2023 2022 Federal income tax benefit at statutory federal rate $ ( 32,582 ) $ ( 37,919 ) State income tax benefit, net of federal taxes ( 1,925 ) ( 2,363 ) Gain on measurement of private warrants ( 44 ) ( 1,967 ) Revisions to prior years’ estimates ( 896 ) ( 4,052 ) Stock-based compensation 3,877 3,803 Other permanent differences 21 29 Impairment of goodwill - 13,159 Officers' salary 162(m) limitation 7,199 5,378 Change in state rates ( 532 ) 687 General business credits ( 1,100 ) - Valuation allowance 26,301 22,435 Total income tax expense (benefit) $ 319 $ ( 810 ) Significant components of our deferred tax assets and deferred tax liabilities are summarized as follows: December 31, (in thousands) 2023 2022 Deferred tax assets Net operating loss carryforwards $ 76,855 $ 58,374 Stock-based compensation 6,877 6,860 Lease liability 5,779 6,067 Capitalized research and development 5,152 3,678 Interest limitation 4,808 4 Tax credits 4,834 926 Inventory reserve 1,334 673 Allowance for doubtful accounts 230 579 Deferred revenue 160 - Contribution and AMT carryforwards 40 37 Other - 19 Gross deferred tax assets 106,069 77,217 Deferred tax liabilities Right-of-use assets ( 4,383 ) ( 4,536 ) Depreciation and amortization ( 27,771 ) ( 25,267 ) Gross deferred income tax liabilities ( 32,154 ) ( 29,803 ) Valuation allowance ( 73,915 ) ( 47,614 ) Net deferred income tax liabilities - $ ( 200 ) We have net deferred tax assets relating primarily to net operating loss (“NOL”) carryforwards. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 requires taxpayers to capitalize and amortize research and development expenditures over five years for domestic research pursuant to Section 174 of the Internal Revenue Code (“Code”). Subject to certain limitations, the Company may use these deferred tax assets to offset taxable income in future periods. Due to our history of losses and uncertainty regarding future earnings, a valuation allowance has been recorded against our deferred tax assets, as it is more likely than not that such assets will not be realized. We performed scheduling of the estimated realization for our deferred tax assets and liabilities to estimate the amount of valuation allowance required. The following details the activity in the valuation allowance for 2023 and 2022: (in thousands) Beginning Balance Additions Amounts Utilized Ending Balance 2022 $ 25,179 22,435 - $ 47,614 2023 $ 47,614 26,301 - $ 73,915 As of December 31, 2023 and 2022, we had federal net operating loss carryforwards of $ 307 million and $ 226 million, respectively, available to offset future taxable income. We had state net operating loss carryforwards as of December 31, 2023 and 2022 of $ 250 million and $ 223 million, respectively. A significant portion of our net operating loss carryforwards were generated prior to 2018 and are subject to statutory limitations on annual utilization and will expire at various times during the tax years from 2028 through 2036 . The net operating loss carryforwards generated after 2017 will carryforward indefinitely, but the deductibility of such NOLs is limited to 80 % of taxable income for federal and state income tax purposes. As of December 31, 2023, we also had federal and state research and development tax credit carryforwards of $ 4.8 million. Pursuant to Sections 382 and 383 of the Code, the annual use of our NOL and research and development credit carryforwards is limited and could be further limited in the event that a cumulative change in ownership of more than 50% occurs within a three-year period. The Inflation Reduction Act of 2022, which incorporates a Corporate Alternative Minimum Tax (“CAMT”), was signed on August 16, 2022. The changes were effective for the tax years beginning after December 31, 2022. The CAMT requires us to compute two separate calculations for federal income tax purposes and pay the greater of the new minimum tax or their regular tax liability. The act did not have a significant impact on our financial position, results of operations or cash flows. We did no t have any material unrecognized tax benefits for the years ended December 31, 2023 and 2022. Our policy is to include interest and penalties as a component of income tax expense. We have no accruals for interest or penalties in the accompanying consolidated balance sheets as of December 31, 2023 and 2022 and have not recognized interest or penalties in the accompanying consolidated statements of operations for the years ended December 31, 2023 and 2022. We file a consolidated U.S. federal income tax return and various state and local income tax returns. Due to the net operating loss carryforwards, our tax returns are open to examination from 2008 and forward. We have not been, nor are currently, under examination by the federal or any state tax authority. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Note 16. Retirement Plans We maintain a defined contribution retirement plan (“Plan”) for the benefit of employees who meet certain age and employment criteria. Contributions to the Plan include both a match of 100 % of employee contributions up to 4 % of each eligible employee’s compensation and may include, from time to time, a discretionary amount. Our matching expense was $ 0.8 million for both 2023 and 2022; there were no discretionary contributions during these years. |
Supplemental Cash Flows
Supplemental Cash Flows | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flows | Note 17. Supplemental Cash Flows Supplemental cash flow information is presented below. Years Ended December 31, (in thousands) 2023 2022 Supplemental cash flow information: Cash paid for interest, net of interest capitalized $ 23,165 $ 395 Cash paid for operating leases $ 3,719 $ 3,543 Supplemental non-cash disclosure: Changes in accounts payable and accrued liabilities related to purchase of PP&E $ ( 9,929 ) $ ( 12,055 ) Financing of notes payable $ 2,088 $ 3,266 Adjustment for liability classified awards $ ( 770 ) $ - Warrants issued with Senior Secured Term Loan $ 510 $ - Inventory consumed in constructing property, plant and equipment $ - $ 3,034 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18. Commitments and Contingencies Commitments In connection with our 2007 acquisition of certain intellectual property, we agreed to pay royalties to Procter & Gamble upon production and sale of PHA. The royalty was $ 0.05 per pound for the first 500 million pounds of PHA sold and decreased to $ 0.025 per pound for cumulative sales in excess of that amount until the underlying patents expire. In 2023, we terminated this royalty agreement. We retained all intellectual property associated with the agreement but forfeited related prepaid royalties, which resulted in a loss of $ 0.5 million in the year ended December 31, 2023. Litigation Matters On May 14, 2021, a class action complaint was filed by Darryl Keith Rosencrants in the United States District Court for the Eastern District of New York, on May 18, 2021, a class action complaint was filed by Carlos Caballeros in the United States District Court for the Middle District of Georgia, on May 18, 2021, a class action complaint was filed by Dennis H. Wilkins also in the United States District Court for the Middle District of Georgia, and on May 19, 2021, a class action complaint was filed by Elizabeth and John Skistimas in the United States District Court for the Eastern District of New York. Each plaintiff or plaintiffs brought the action individually and on behalf of all others similarly situated against the Company. The alleged class varies in each case but covers all persons and entities other than Defendants who purchased or otherwise acquired our securities between October 5, 2020 and May 4, 2021 (“Class Period”). Plaintiffs are seeking to recover damages caused by Defendants’ alleged violations of the federal securities laws and are pursuing remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and Rule 10b-5 promulgated thereunder. The complaints are substantially similar and are each premised upon various allegations that throughout the Class Period, Defendants made materially false and misleading statements regarding, among other things, our business, operations and compliance policies. Plaintiffs seek the following remedies: (i) determining that the lawsuits may be maintained as class actions under Rule 23 of the Federal Rules of Civil Procedure, (ii) certifying a class representative, (iii) requiring Defendants to pay damages allegedly sustained by plaintiffs and the class members by reason of the acts alleged in the complaints, and (iv) awarding pre-judgment and post-judgment interest as well as reasonable attorneys’ fees, expert fees and other costs. On July 29, 2021, the Georgia court transferred the Georgia cases to New York, and all four class actions have been consolidated into a single lawsuit in the Eastern District of New York. On January 19, 2022, a Consolidated Amended Class Action Complaint (“Amended Complaint”) was filed in the Eastern District of New York, naming as defendants the Company, its directors and certain of its officers as well as certain former directors (collectively, “Defendants”). The Amended Complaint is brought on behalf of a class consisting of (i) purchasers of shares of the Company during the Class Period, (ii) all holders of the Company’s Class A common stock entitled to vote on the merger transaction between the Company and Meredian Holdings Group, Inc. consummated on December 28, 2020 and (iii) purchasers of Company securities pursuant to the Company’s Registration Statement on Form S-4 that was declared effective on December 16, 2020 or the Company’s Registration Statement on Form S-1 that was declared effective on February 16, 2021. The Amended Complaint asserts claims for violations of Sections 10(b), 14(a) and 20(a) of the Exchange Act and Rules 10(b)-5(a)-(c) promulgated thereunder and Sections 11, 12 and 15 of the Securities Act of 1933, as amended (the “Securities Act”). Plaintiffs seek the following remedies: (a) a determination that the lawsuit is a proper class action pursuant to Rule 23 of the Federal Rules of Civil Procedure and certifying Plaintiffs as class representative, (b) awarding compensatory and punitive damages allegedly sustained by the class members by reason of the acts set forth in the Amended Complaint and (c) awarding pre-judgment and post-judgment interest and costs and expenses, including reasonable attorneys’ fees, experts’ fees and other costs. On September 30, 2023, the court issued an Order granting Defendant’s motion to dismiss in full, dismissing Plaintiffs’ claims with prejudice, and denying Plaintiffs’ request for leave to amend. On October 27, 2023, the Plaintiffs filed a notice of appeal, which remains pending. On May 24, 2021, a shareholder derivative lawsuit was filed in the Court of Chancery of the State of Delaware by Richard Delman on behalf of the Company, alleging breach of fiduciary duty against the Company’s directors. On October 6, 2021, a shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware by Ryan Perri on behalf of the Company, alleging breach of fiduciary duty against the Company’s directors. On February 9, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware by Samuel Berezin on behalf of the Company, alleging breach of fiduciary trust against the Company’s directors. All three shareholder derivative lawsuits have been stayed pending the outcome of Defendants’ motion to dismiss the securities class actions. These derivative complaints repeat certain allegations which are already in the public domain. Defendants deny the allegations of the above complaints, believe the lawsuits are without merit and intend to defend them vigorously. We provide for costs relating to these matters when a loss is probable and the amount is reasonably estimable. Since we are unable to estimate the likelihood of incurring a loss, or the amount of loss, if any, related to these matters, we have not accrued any losses for these matters at December 31, 2023. Legal and administrative costs related to these matters are expensed as incurred. On May 5, 2021, we received a letter from the Atlanta regional office of the SEC, in connection with a non-public, fact-finding inquiry, requesting that we voluntarily produce certain specified information, to which we timely and voluntarily produced the requested information on July 14, 2021. Subsequently, the SEC had additional follow-up requests for further information, and we have timely and voluntarily responded to all such requests. In the ordinary course of business, we may be a party to various other legal proceedings from time to time. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19. Subsequent Event On March 25, 2024, we completed a registered direct offering for the purchase and sale of (i) an aggregate of 11,250,000 shares of our Class A common stock, par value $ 0.0001 per share (“Common Stock”) (ii) pre-funded warrants to purchase up to an aggregate of 3,750,000 shares of Common Stock (“Pre-Funded Warrants”) and (iii) accompanying warrants to purchase up to an aggregate of 15,000,000 shares of Common Stock (“Common Warrants”) at a combined offering price of $ 1.00 per share of Common Stock and associated Common Warrant, or $ 0.9999 per Pre-Funded Warrant and associated Common Warrant, resulting in gross proceeds of approximately $ 15.0 million less customary closing fees. The Common Warrants have an exercise price of $ 1.33 per share, are exercisable six months following the date of issuance, and will expire five and one-half years following the date of issuance. The Pre-Funded Warrants are exercisable immediately, expire five years after the date of issuance, and have an exercise price of $ 0.0001 per share. The Pre-Funded Warrants were sold to the purchaser, whose purchase of shares of Common Stock in the registered direct offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99 % of our outstanding Common Stock immediately following the consummation of the Registered Offering, in lieu of shares of Common Stock. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Segments | Segments Our chief operating decision maker is the Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. We have one primary business activity and there are no segment managers who are held accountable for operating results at a level below the consolidated unit level. Accordingly, we have determined that we have one operating and reportable segment. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash or deposits with financial institutions and deposits in highly liquid money market securities. Deposits with financial institutions are insured by the Federal Deposit Insurance Corporation up to $ 250,000 . Our bank deposits exceed federally insured limits. Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to contractual agreement. At December 31, 2023 and 2022, long-term restricted cash included $ 14.3 million and $ 1.6 million, respectively, related to amounts required under the Senior Secured Term Loan and New Markets Tax Credit (“NMTC”) debt agreements with various lenders. |
Accounts Receivable, net | Accounts Receivable, net We record accounts receivable at the stated amount of the transactions with our customers. The allowance for credit losses is our best estimate of the amount of probable credit losses associated with our accounts receivable. We determine the allowance based on historical experience, current conditions, and reasonable and supportable forecasts. Past-due balances are reviewed individually for collectability. We charge off account balances against the allowance after we have exhausted all means of collection and we consider the potential for recovery to be remote. At December 31, 2023 and 2022, the allowances for credit losses were $ 1.0 million and $ 2.4 million, respectively. Our accounts receivable generally have net 30 to net 60 -day payment terms, and we usually receive consideration in accordance with the payment terms of the contract. Accordingly, we do not provide customers significant financing arrangements. |
Inventories, net | Inventories, net Inventories primarily consist of raw materials and finished products and are valued at the lower of cost or net realizable value. We determine cost using the average cost method. We review the net realizable value of inventory on a periodic basis based on historical turnover and assumptions about future product demand and on current selling price. If we determine the expected net realizable value of an inventory item is less than the recorded cost for an inventory item, we record a write-down, charged to cost of revenue, to reduce the value of the inventory to its net realizable value, which establishes a new cost basis for that item. |
Property, Plant, and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Property, plant and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to forty years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. Major property additions, replacements, and improvements that extend useful life are capitalized, while maintenance and repairs which do not extend the useful lives of the assets are expensed. Net gains or losses on equipment sales and other property dispositions are reflected as operating income or expense. Costs for property, plant and equipment that have not yet been placed in service are accumulated and reported in the caption construction in progress. As such, construction in progress includes expenditures to purchase physical assets from vendors; construction costs; engineering, project management and labor costs; legal and administrative costs; the costs of materials consumed in installation and testing; capitalized interest; and any other incremental costs incurred in order to bring the assets to the condition and location required for them to operate as we intend. After being placed in service, we will transfer each asset to the appropriate caption within property, plant and equipment and commen ce depreciation. |
Impairment of Goodwill and Long-Lived Assets | Impairment of Goodwill and Long- Lived Assets We tested goodwill for impairment annually as of November 1 or more frequently if events or circumstances indicate possible impairment. In 2022, following a sustained decline in our market capitalization level below our book equity value and other macroeconomic factors, we determined our goodwill was fully impaired and recorded an impairment charge of $ 62.7 million. Long-lived assets, such as property, plant and equipment and finite-lived intangible assets, are amortized over their respective estimated useful lives and reviewed for impairment if events or circumstances indicate possible impairment. As of December 31, 2023 and 2022, we performed a recoverability test for our long-lived assets by comparing their aggregate carrying value to our forecasted undiscounted cash flows over the weighted average useful life of our assets and determined there was no impairment. |
Convertible Debt and Capped Call | Convertible Notes and Capped Call We account for the Convertible Notes (See Note 11 ) at stated carrying value, net of issuance costs. Additionally, we determined that the conversion feature qualified for a “scope exception” from treatment as a derivative since the conversion feature qualifies as “fixed for fixed”, meaning the settlement is equal to the difference between a fixed monetary amount of convertible notes and the fair value of a fixed number of our shares. Therefore, we did not separately account for the conversion feature as a derivative. While the Convertible Notes are subject to redemption at the option of the noteholder in certain situations, we concluded that the risks associated with the redemption provisions are clearly and closely associated with the risks associated with the Convertible Notes themselves since they were not issued at a “substantial discount or premium”, and since the redemption provisions include only principal and accrued interest and are not adjusted based on any index other than our common stock. In conjunction with the Convertible Notes, we entered into capped call transactions in which we purchased a call option to receive shares of our common stock. The capped call options are legally separate from the convertible notes, and we accounted for the capped call options separately from the convertible debt. The capped call options are indexed solely to our own common stock and classified in stockholders’ equity since we retain the right to receive shares, at our option, if we exercise the capped call options. We recorded the premiums paid for the capped call options, equal to their fair value at inception, as a reduction to additional paid-in capital. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to long-term debt are reported as a direct deduction from that debt, except for costs associated with debt instruments with no outstanding borrowings, which are reflected as an asset. Debt issuance costs are amortized using the effective interest rate method over the term of the related debt. Amortization of debt issuance costs is included in interest expense and was $ 9.0 million and $ 2.1 million, respectively, during 2023 and 2022. |
Revenue Recognition | Revenue Recognition We recognize revenue from product sales and services in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). We recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. At contract inception, we assess the goods or services promised within each contract and determine which are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. We derive our revenues primarily from: 1) product sales of developed compostable resins based on polyhydroxyalkanoates (“PHA”), polylactic acid (“PLA”) and other renewable materials; and 2) research and development (“R&D”) services related to developing customized formulations of biodegradable resins based on PHA. We generally produce and sell finished products, for which we recognize revenue upon shipment, which is typically when control of the underlying product is transferred to the customer and all other revenue recognition criteria have been met. We offer a standard quality assurance warranty related to the fitness of our finished goods. Variable consideration such as discounts, rebates, or volume discounts that we estimate to reduce our transaction price are not material. R&D service revenues generally involve milestone-based contracts under which we work with a customer to develop a PHA-based solution designed to the customer’s specifications, which may involve a single or multiple performance obligations. When an R&D contract has multiple performance obligations, we allocate the transaction price to the performance obligations utilizing a cost-plus approach to estimate the stand-alone selling price, which contemplates the level of effort to satisfy the performance obligations, and then allocate the transaction price to each of the performance obligations based on the relative percentage of the stand-alone selling price. We recognize revenue for these R&D services over time with progress based on personnel hours incurred to date as a percentage of total estimated personnel hours for each performance obligation identified within the contract. Upon completion of the R&D services, the customers have an option to enter into long-term supply agreements with us for the product(s) that were developed within the respective contracts. We concluded these customer options were marketing offers, not separate performance obligations, since the options did not provide a material right to any of our customers. For our R&D service revenues, we estimate the number of personnel hours to be incurred for each contract based on our expertise and experience in providing these services. These estimates may ultimately differ from the actual hours incurred. An increase of 10 % in the estimated hours remaining to complete each of our R&D contracts at December 31, 2023 would have reduced our revenue by $ 0.2 million. Contract assets primarily represent R&D service revenue for which we do not presently have an unconditional right to payment (generally not yet billable) based on the terms of the contracts. Contract assets at December 31, 2023 are reported net of an allowance for credit losses. We evaluate our contract assets for collectability. We consider historical losses adjusted to take into account current market conditions and our customers’ financial condition. We did not have probable incurred losses associated with contracts with customers for the years ended December 31, 2023 or 2022. We recognize a contract liability if we receive consideration (or have the conditional right to receive consideration) in advance of performance, which only occurs with our R&D services contracts. R&D service customers generally pay us at the commencement of each project and as milestones are achieved, as outlined in the individual contracts. |
Cost of Revenue | Cost of Revenue Direct costs of production (including raw materials, inbound freight, production and warehouse labor and stock-based compensation, plant utilities, plant rent, depreciation, and other production-related expenditures) and delivery are charged to cost of revenue when the related revenue is recognized. Direct costs related to R&D service revenue are also charged to cost of revenue. |
Stock-Based Compensation | Stock-Based Compensation Awards to employees have been granted with vesting requirements based on duration of service only, a combination of market-based and service-based conditions, and a combination of performance-based and service-based conditions. We recognize expense associated with service-based only condition awards on a straight-line basis over the requisite service period. We recognize expense associated with awards with market-based or performance-based vesting conditions on a straight-line basis over the longest of the explicit, implicit or derived service period term of each award, as applicable. |
Advertising Costs | Advertising Costs We charge advertising costs to selling, general and administrative expense as incurred. Advertising costs were not material during 2023 or 2022. |
Research and Development Costs | Research and Development Costs We charge research and development costs to expense as incurred. Research and development costs include labor costs, depreciation, amortization, stock-based compensation, consulting and other external fees, and facility costs directly attributable to research and development activities. |
Income Taxes | Income Taxes We are taxed as a corporation and as such, use the asset and liability method of accounting for income taxes. We file consolidated income tax returns that include our subsidiary legal entities. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits such as net operating loss carryforwards to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. In the ordinary course of business, there may be transactions for which the ultimate tax outcome is uncertain. We assess uncertain tax positions in each of the tax jurisdictions in which we operate and account for the related financial statement implications. Unrecognized tax benefits are reported using the two-step approach, under which tax effects of a position are recognized only if it is more likely than not to be sustained and the amount of the tax benefit recognized is equal to the largest tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement of the tax position. Determining the appropriate level of unrecognized tax benefits requires us to exercise judgment regarding the uncertain application of tax law. We would adjust the amount of unrecognized tax benefits when information became available or when an event occurred indicating a change would be appropriate. We would include interest and penalties related to any uncertain tax positions as part of income tax expense. |
Leases | Leases Operating leases are reflected as right-of-use assets and lease liabilities. The right-of-use assets and lease liabilities are recognized as the present value of the future lease payments over the lease term at commencement date, adjusted for lease incentives, prepaid or accrued rent, and unamortized initial direct costs, as applicable. Since most of our leases do not provide a readily determinable rate implicit in the lease, we use our incremental borrowing rate based on the information available at each commencement date in determining the present value of future payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Our lease terms may include options to extend or terminate the lease, typically at our discretion. We evaluate the renewal options at commencement and as circumstances dictate, and if they are reasonably certain of exercise, we include the renewal period in the lease term. For all classes of leased assets, we have applied an accounting policy election to exclude short-term leases from recognition in our consolidated balance sheets. A short-term lease has a lease term of 12 months or less at the commencement date and does not include a purchase option that is reasonably certain of exercise. We recognize short-term lease expense in our consolidated statements of operations on a straight-line basis over the lease term. Lease costs are recorded in cost of revenue, research and development expenses, or selling, general and administrative expenses based on the underlying functions of the leased assets. |
Earnings per Share | Earnings per Share We compute basic earnings per share by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. We compute diluted earnings per share by dividing net income (loss) by the weighted-average number of common shares outstanding during the period, including potentially dilutive ordinary shares from option exercises, employee share awards, and other dilutive instruments that have been issued. For periods where we present a net loss, such securities are excluded from the computation of diluted net loss per share as they would be anti-dilutive. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the FASB issued new guidance that requires enhanced disclosures related to reportable segments that includes, among other disclosures, identifying significant segment expenses on an annual and interim basis. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the guidance must be applied retrospectively to all prior periods presented in the financial statements. We do not expect this pronouncement to have a material impact on our consolidated financial statements or related disclosures. In December 2023, the FASB issued new guidance that requires enhanced income tax disclosures related to the rate reconciliation, information on income taxes paid and other items. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The standard permits both prospective and retrospective application. We do not expect this pronouncement to have a material impact on our consolidated financial statements or related disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of revenue information by major geographic area | Revenue by geographic areas is based on the location of the customer. The following is a summary of revenue information by major geographic area: Years Ended December 31, (in thousands) 2023 2022 Domestic $ 44,418 $ 45,802 Germany 1,386 2,906 Poland 232 311 Belgium 201 3,052 Austria 107 888 All other countries 340 259 Total revenues $ 46,684 $ 53,218 | |
Schedule of Stock-based compensation expense | The following table sets forth the allocation of our stock-based compensation expense. Years Ended December 31, (in thousands) 2023 2022 Cost of revenue $ 10 $ 60 Selling, general and administrative 48,760 49,387 Research and development 7,069 7,321 Total stock-based compensation $ 55,839 $ 56,768 |
Fair Value Considerations (Tabl
Fair Value Considerations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Considerations [Abstract] | |
Schedule of Monte Carlo Modification of certain awards | The table below provides the calculated fair values of, and the associated values used for Monte Carlo valuations of, certain awards. December 19, 2023 Stock Options Restricted Stock Fair value at modification date $ 0.17 $ 0.38 Number of units 2,571,737 754,518 Variables used in determining modification date fair value: Volatility 75.00 % 75.00 % Risk-free rate 3.92 % 3.92 % Expected term (in years) 7.03 7.03 |
Schedule of ranges of values used and fair value determined | The following table sets forth the ranges of calculated fair values of, and the associated ranges of values used for remeasurement in our Black Scholes calculations for, stock options, other than ESPP. December 31, Years Ended December 31, 2023 2023 2022 Share prices of our common stock $ 1.02 $ 1.02 -$ 2.58 $ 1.79 - $ 5.86 Expected volatilities 5 4.21 % 49.30 % - 55.59 % 44.42 % - 51.30 % Risk-free rates of return 3.83 % 3.77 % - 4.04 % 1.66 % - 3.96 % Expected option terms (years) 4.34 3.57 - 6.00 4.56 - 6.00 Calculated option values $ 0.10 $ 0.00 - $ 1.34 $ 0.03 - $ 2.68 The table below sets forth the fair values we calculated and the inputs we used in our Black Scholes models for Private Warrants. December 31, December 31, 2023 2022 Share price of our common stock $ 1.02 $ 1.79 Expected volatility 56.66 % 55.83 % Risk-free rate of return 4.31 % 4.13 % Expected warrant term (years) 2.00 3.00 Fair value determined per warrant $ 0.00 $ 0.05 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Earnout Shares | The Legacy Danimer shareholders are entitled to receive up to an additional 3,500,000 shares of our common stock (“Earnout Shares”) if the volume-weighted average price (“VWAP”) of our shares equals or exceeds the following prices for any 20 trading days within any 30 trading-day period between June 29, 2021 and the following dates: Final Trading Period End Date Number of Shares VWAP Target December 31, 2025 2,500,000 $ 20.00 December 31, 2025 1,000,000 $ 25.00 The Earnout Shares are included in our equity. |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories, net consisted of the following: December 31, December 31, (in thousands) 2023 2022 Raw materials $ 10,867 $ 19,964 Work in process 546 1,524 Finished goods and related items 13,857 11,255 Total inventories, net $ 25,270 $ 32,743 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, plant, and equipment, net | Property, plant and equipment, net, consisted of the following: December 31, December 31, (in thousands) Estimated Useful Life (Years) 2023 2022 Land and improvements 20 $ 92 $ 92 Leasehold improvements Shorter of useful life or lease term 110,531 109,805 Buildings 20 - 40 2,191 2,156 Machinery and equipment 3 - 20 190,111 180,846 Motor vehicles 7 - 10 903 921 Furniture and fixtures 3 - 10 474 473 Office equipment 3 - 10 7,415 5,976 Construction in progress N/A 202,998 198,545 514,715 498,814 Accumulated depreciation and amortization ( 69,562 ) ( 44,865 ) Property, plant and equipment, net $ 445,153 $ 453,949 |
Schedule of depreciation and amortization expense | We reported depreciation and amortization expense (which included amortization of intangible assets) as follows: Years Ended December 31, (in thousands) 2023 2022 Cost of revenue $ 20,385 $ 12,249 Research and development 7,802 5,797 Selling, general and administrative 1,190 2,407 Total depreciation and amortization expense $ 29,377 $ 20,453 |
Schedule of Construction in Progress | Construction in progress consists primarily of the early phases of construction of a PHA plant in Bainbridge, Georgia as noted in the table below. (in thousands) December 31, December 31, Georgia $ 199,342 $ 191,576 New York 1,960 4,959 Kentucky 1,696 2,010 $ 202,998 $ 198,545 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets net | Intangible assets, net, consisted of the following: December 31 December 31, (in thousands) 2023 2022 Intangible assets, gross $ 95,765 $ 94,291 Less capitalized patent costs not yet subject to amortization ( 2,838 ) ( 1,604 ) Intangible assets subject to amortization, gross 92,927 92,687 Accumulated amortization ( 17,975 ) ( 13,350 ) Intangible assets subject to amortization, net 74,952 79,337 Total intangible assets, net $ 77,790 $ 80,941 |
Summary of estimated amortization expense | We expect intangible assets currently subject to amortization will amortize over the coming years as follows: (in thousands) Amortization Expense 2024 $ 4,260 2025 4,260 2026 4,260 2027 4,260 2028 4,260 Thereafter 53,652 Total $ 74,952 |
New Market Tax Credit Transacti
New Market Tax Credit Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
NMTC Arrangements [Member] | |
Offsetting Assets [Line Items] | |
Schedule of Outstanding Nmtc Arrangements | The below table summarizes our NMTC arrangements (dollars in thousands) : Transaction Date Amount Borrowed Interest Rate Recapture Period End Loan Maturity Date 4/25/2019 9,000 1.96 % 4/30/2026 9/30/2048 11/7/2019 12,000 1.06 % 11/30/2026 11/7/2039 8/23/2022 24,700 1.00 % 11/1/2029 8/23/2052 |
Leverage Loans [Member] | |
Offsetting Assets [Line Items] | |
Schedule of Outstanding leverage loan | As part of our NMTC transactions, we have made leverage loans as follows (dollars in thousands) : Transaction Date Amount Loaned Interest Rate Interest Rate Period End Loan Maturity Date 4/25/2019 6,262 2.00 % 4/25/2026 9/30/2048 11/7/2019 7,146 1.08 % 11/7/2026 11/7/2039 8/23/2022 18,038 1.00 % 11/10/2029 8/23/2052 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | The components of accrued liabilities were as follows: December 31, December 31, (in thousands) 2023 2022 Compensation and related expenses $ 1,692 $ 1,305 Accrued legal, consulting and professional fees 839 443 Accrued taxes 552 669 Accrued interest 440 134 Accrued utilities 350 415 Accrued rebates 233 - Construction in progress accruals 191 1,089 Purchase accrual 8 401 Other 421 545 Total accrued liabilities $ 4,726 $ 5,001 |
Private Warrants (Tables)
Private Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of private warrant liability | A roll-forward of the private warrants liability is below. (in thousands) Balance at December 31, 2021 $ ( 9,578 ) Gain on remeasurement of private warrants 9,366 Balance at December 31, 2022 ( 212 ) Gain on remeasurement of private warrants 207 Balance at December 31, 2023 $ ( 5 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The components of long-term debt were as follows: December 31, December 31, (in thousands) 2023 2022 3.25 % Convertible Senior Notes $ 240,000 $ 240,000 Senior Secured Term Loan 130,000 New Market Tax Credit Transactions 45,700 45,700 Insurance Premium Finance Notes 1,243 1,828 Vehicle and Equipment Notes 327 366 Mortgage Notes 192 218 Subordinated Term Loan - 10,205 Total $ 417,462 $ 298,317 Less: Total unamortized debt issuance costs ( 34,658 ) ( 9,947 ) Less: Current maturities of long-term debt ( 1,368 ) ( 1,972 ) Total long-term debt $ 381,436 $ 286,398 |
Schedule of future maturities of long-term debt | As of December 31, 2023, the future cash maturities of long-term debt are as follows: (in thousands) Amount Years Ended December 31 2024 $ 1,368 2025 265 2026 261,087 2027 130,035 2028 7 Thereafter 24,700 Total future maturities $ 417,462 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Summary of the common stock activity | The following table summarizes the common stock activity for the years ended December 31, 2023 and 2022: Years Ended December 31, 2023 2022 Balance, beginning of period 101,804,454 100,687,820 Issuance of common stock 1,027,649 1,116,634 Balance, end of period 102,832,103 101,804,454 |
Schedule of Earnout Shares | The Legacy Danimer shareholders are entitled to receive up to an additional 3,500,000 shares of our common stock (“Earnout Shares”) if the volume-weighted average price (“VWAP”) of our shares equals or exceeds the following prices for any 20 trading days within any 30 trading-day period between June 29, 2021 and the following dates: Final Trading Period End Date Number of Shares VWAP Target December 31, 2025 2,500,000 $ 20.00 December 31, 2025 1,000,000 $ 25.00 The Earnout Shares are included in our equity. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Anti-dilutive Instruments The following instruments were excluded from the calculation of diluted shares outstanding because the effect of including them would have been anti-dilutive. Years Ended December 31, 2023 2022 Convertible Notes 22,250,040 22,250,040 Employee stock options 9,257,704 11,844,644 Private Warrants 3,914,525 3,914,525 Senior Secured Term Loan Warrants 1,500,000 - Restricted shares and RSUs 1,034,872 2,209,288 Performance shares 127,770 50,251 Legacy Danimer options 125,492 125,489 Total excluded instruments 38,210,403 40,394,237 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue information by major geographic area | Revenue by geographic areas is based on the location of the customer. The following is a summary of revenue information by major geographic area: Years Ended December 31, (in thousands) 2023 2022 Domestic $ 44,418 $ 45,802 Germany 1,386 2,906 Poland 232 311 Belgium 201 3,052 Austria 107 888 All other countries 340 259 Total revenues $ 46,684 $ 53,218 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based compensation expense | The following table sets forth the allocation of our stock-based compensation expense. Years Ended December 31, (in thousands) 2023 2022 Cost of revenue $ 10 $ 60 Selling, general and administrative 48,760 49,387 Research and development 7,069 7,321 Total stock-based compensation $ 55,839 $ 56,768 |
Schedule of option award on the date of grant using the Black-Scholes option | A summary of service-based restricted stock and RSU activity under our equity plans follows: Number of Shares Weighted Average Grant-Date Balance, December 31, 2021 1,011,892 $ 37.09 Granted 191,751 $ 4.93 Vested ( 505,945 ) $ 37.09 Forfeited ( 6,250 ) $ - Balance, December 31, 2022 691,448 $ 28.51 Granted 159,072 $ 2.99 Vested ( 578,970 ) $ 37.09 Balance, December 31, 2023 271,550 $ 4.40 |
Schedule of Performance-Based Restricted Stock Units | A summary of PRSUs grants, with threshold and target dollar and production capacity figures given in millions: Grant Date Grant-Date Fair Value # Cash-Settleable PRSUs # Share-Settleable PRSUs Metric Threshold Target 2/28/2023 $ 2.58 192,500 38,759 2025 PHA Revenue $ 177.0 $ 202.0 2/28/2023 $ 2.58 192,500 38,760 2025 Adjusted EBITDA $ 36.0 $ 44.0 3/31/2022 $ 5.86 131,909 15,075 2024 PHA Revenue $ 151.0 $ 189.0 3/31/2022 $ 5.86 131,909 15,075 2024 Adjusted EBITDA $ 9.2 $ 13.8 3/31/2022 $ 5.86 175,880 20,101 2024 Neat PHA capacity (lbs.) 68.0 81.0 7/23/2021 $ 18.24 28,783 - 2023 Return on Equity 5 % 9 % 7/23/2021 $ 18.24 28,783 - 2023 EBITDA $ 45.0 $ 65.0 7/23/2021 $ 18.24 38,377 - 2023 Neat PHA capacity (lbs.) 75.0 90.0 920,641 127,770 |
Schedule of stock option activity under our equity plans | A summary of share settled stock option activity under our equity plans follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance, December 31, 2021 10,589,010 $ 14.85 7.39 $ 22,473,835 Granted 1,056,798 $ 3.99 Exercised ( 60,000 ) $ 3.28 $ 99,600 Forfeited ( 53,422 ) Transferred from liability-based awards 312,258 $ 2.68 Balance, December 31, 2022 11,844,644 $ 14.23 6.71 $ - Granted 204,254 $ 2.58 Forfeited ( 219,457 ) Transferred to liability-based awards ( 2,571,737 ) Balance, December 31, 2023 9,257,704 $ 11.27 5.38 $ - Exercisable 7,768,505 $ 11.45 4.91 $ - Vested and expected to vest 9,257,704 $ 11.27 5.38 $ - |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Schedule of operating lease costs | The following table sets forth the allocation of our operating lease costs. Years Ended December 31, (in thousands) 2023 2022 Cost of revenue $ 2,642 $ 2,506 Selling, general and administrative 135 469 Research and development 914 536 Total operating lease cost $ 3,691 $ 3,511 |
Schedule of undiscounted future lease payments under operating leases | The following table reconciles the undiscounted future lease payments for operating leases to the operating lease liabilities at December 31, 2023. (in thousands) Undiscounted future operating lease cash flows for the periods ending December 31, 2024 $ 3,720 2025 3,720 2026 3,725 2027 3,732 2028 3,732 Thereafter 101,068 119,697 Less interest ( 94,433 ) Present value of lease liability $ 25,264 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of our income tax expense (benefit) | The significant components of our income tax expense (benefit) were as follows: Years Ended December 31, (in thousands) 2023 2022 Current tax expense Federal $ 510 $ - State 8 4 Total current expense 518 4 Deferred tax benefit Federal ( 199 ) ( 587 ) State - ( 227 ) Total deferred benefit ( 199 ) ( 814 ) Total income tax expense (benefit) $ 319 $ ( 810 ) |
Schedule of a reconciliation of income tax provision | A reconciliation of our effective tax rate and federal statutory tax rate is summarized as follows: Years Ended December 31, (in thousands) 2023 2022 Federal income tax benefit at statutory federal rate $ ( 32,582 ) $ ( 37,919 ) State income tax benefit, net of federal taxes ( 1,925 ) ( 2,363 ) Gain on measurement of private warrants ( 44 ) ( 1,967 ) Revisions to prior years’ estimates ( 896 ) ( 4,052 ) Stock-based compensation 3,877 3,803 Other permanent differences 21 29 Impairment of goodwill - 13,159 Officers' salary 162(m) limitation 7,199 5,378 Change in state rates ( 532 ) 687 General business credits ( 1,100 ) - Valuation allowance 26,301 22,435 Total income tax expense (benefit) $ 319 $ ( 810 ) |
Schedule of components of net deferred tax assets and liabilities | Significant components of our deferred tax assets and deferred tax liabilities are summarized as follows: December 31, (in thousands) 2023 2022 Deferred tax assets Net operating loss carryforwards $ 76,855 $ 58,374 Stock-based compensation 6,877 6,860 Lease liability 5,779 6,067 Capitalized research and development 5,152 3,678 Interest limitation 4,808 4 Tax credits 4,834 926 Inventory reserve 1,334 673 Allowance for doubtful accounts 230 579 Deferred revenue 160 - Contribution and AMT carryforwards 40 37 Other - 19 Gross deferred tax assets 106,069 77,217 Deferred tax liabilities Right-of-use assets ( 4,383 ) ( 4,536 ) Depreciation and amortization ( 27,771 ) ( 25,267 ) Gross deferred income tax liabilities ( 32,154 ) ( 29,803 ) Valuation allowance ( 73,915 ) ( 47,614 ) Net deferred income tax liabilities - $ ( 200 ) |
Schedule of deferred income tax assets valuation allowance | The following details the activity in the valuation allowance for 2023 and 2022: (in thousands) Beginning Balance Additions Amounts Utilized Ending Balance 2022 $ 25,179 22,435 - $ 47,614 2023 $ 47,614 26,301 - $ 73,915 |
Supplemental Cash Flows (Tables
Supplemental Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Supplemental cash flow information | Supplemental cash flow information is presented below. Years Ended December 31, (in thousands) 2023 2022 Supplemental cash flow information: Cash paid for interest, net of interest capitalized $ 23,165 $ 395 Cash paid for operating leases $ 3,719 $ 3,543 Supplemental non-cash disclosure: Changes in accounts payable and accrued liabilities related to purchase of PP&E $ ( 9,929 ) $ ( 12,055 ) Financing of notes payable $ 2,088 $ 3,266 Adjustment for liability classified awards $ ( 770 ) $ - Warrants issued with Senior Secured Term Loan $ 510 $ - Inventory consumed in constructing property, plant and equipment $ - $ 3,034 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Description of Business and Basis of Presentation (Details) [Line Items] | ||
Net loss and comprehensive (loss) income | $ 0 | $ 0 |
Unrestricted cash | $ 59,200 |
Significant Accounting Polici_4
Significant Accounting Policies (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies (Details) [Line Items] | ||
Federal Deposit Insurance Corporation deposit | $ 250,000 | |
Long-term restricted cash | 14,300 | $ 1,600 |
Impairment of goodwill | 62,700 | |
Interest expense | 9,000 | 2,100 |
Accounts Receivable [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Allowances for credit losses | $ 1,000 | $ 2,400 |
Revenue [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Percentage of total revenues | 65% | 40% |
Revenue [Member] | Research and development [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Reduced revenue | $ 200 | |
Minimum [Member] | Accounts Receivable [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Accounts receivable payment term | 30 days | |
Maximum [Member] | Accounts Receivable [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Accounts receivable payment term | 60 days | |
Customer [Member] | Revenue [Member] | Research and development [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Percentage of total revenues | 10% |
Fair Value Considerations (Addi
Fair Value Considerations (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value of convertible debt | $ 41.4 | |
Fair value of our Senior Secured Term Loan | $ 55.8 | |
Performance based vested price | $ 1.34 | $ 1.81 |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Remaining stock, closing price | $ 1.02 |
Fair Value Considerations - Sch
Fair Value Considerations - Schedule of Monte Carlo Modification of certain awards (Details) | 12 Months Ended |
Dec. 31, 2023 shares | |
Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value at modification date | 0.17 |
Number of units | 2,571,737 |
Variables used in determining modification date fair value: | |
Volatility | 75% |
Risk-free rate | 3.92% |
Expected term (in years) | 7 years 10 days |
Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value at modification date | 0.38 |
Number of units | 754,518 |
Variables used in determining modification date fair value: | |
Volatility | 75% |
Risk-free rate | 3.92% |
Expected term (in years) | 7 years 10 days |
Fair Value Considerations - S_2
Fair Value Considerations - Schedule of ranges of values used and fair value determined (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatilities | 75% | |
Risk-free rate of return | 3.92% | |
Expected term (years) | 7 years 10 days | |
Black-Scholes [Member] | Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share prices of our common stock | $ 1.02 | |
Expected volatilities | 4.21% | |
Expected volatilities, Minimum | 49.30% | 44.42% |
Expected volatilities, Maximum | 55.59% | 51.30% |
Risk-free rate of return | 3.83% | |
Risk-free rates of return, Minimum | 3.77% | 1.66% |
Risk-free rates of return, Maximum | 4.04% | 3.96% |
Expected term (years) | 4 years 4 months 2 days | |
Black-Scholes [Member] | Stock Options [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share prices of our common stock | $ 1.02 | $ 1.79 |
Expected term (years) | 3 years 6 months 25 days | 4 years 6 months 21 days |
Black-Scholes [Member] | Stock Options [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share prices of our common stock | $ 2.58 | $ 5.86 |
Expected term (years) | 6 years | 6 years |
Black-Scholes [Member] | Stock Options [Member] | Danimer Black Sholes | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Calculated option values, Minimum | $ 0.1 | |
Black-Scholes [Member] | Stock Options [Member] | Danimer Black Sholes | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Calculated option values, Minimum | 0 | $ 0.03 |
Black-Scholes [Member] | Stock Options [Member] | Danimer Black Sholes | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Calculated option values, Maximum | 1.34 | 2.68 |
Black-Scholes [Member] | Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share prices of our common stock | $ 1.02 | $ 1.79 |
Expected volatilities | 56.66% | 55.83% |
Risk-free rate of return | 4.31% | 4.13% |
Expected term (years) | 2 years | 3 years |
Fair value determined per warrant | $ 0 | $ 0.05 |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Combination (Details) [Line Items] | |||
Common stock, shares issued (in Shares) | 102,832,103 | 101,804,454 | |
Price per share (in Dollars per share) | $ 7.5 | ||
Share of common stock (in Shares) | 1,500,000 | ||
Net loss | $ (155,473) | $ (179,758) | |
Minimum [Member] | |||
Business Combination (Details) [Line Items] | |||
VWAP Target Price Threshold Days | 20 days | ||
Maximum [Member] | |||
Business Combination (Details) [Line Items] | |||
VWAP Target Price Threshold Days | 30 days |
Business Combination - Earnout
Business Combination - Earnout Shares (Details) | Dec. 31, 2023 $ / shares shares |
December 31, 2025 First [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares | shares | 2,500,000 |
VWAP Target | $ / shares | $ 20 |
December 31, 2025 Second [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares | shares | 1,000,000 |
VWAP Target | $ / shares | $ 25 |
Business Combination - Summary
Business Combination - Summary of Proforma Adjustments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenues | $ 46,684 | $ 53,218 |
Inventories, net (Details) - Sc
Inventories, net (Details) - Schedule of inventory - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of inventory [Abstract] | ||
Raw materials | $ 10,867 | $ 19,964 |
Work-in-progress | 546 | 1,524 |
Finished goods and related items | 13,857 | 11,255 |
Total inventories, net | $ 25,270 | $ 32,743 |
Inventories, net (Additional In
Inventories, net (Additional Information) (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of inventory [Abstract] | ||
Finished Neat PHA Included in Finished Goods | $ 7.6 | $ 4.9 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net (Details) - Schedule of Property, plant, and equipment, net - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 498,814 | $ 514,715 |
Accumulated depreciation and amortization | (44,865) | (69,562) |
Property, plant and equipment, net | 453,949 | $ 445,153 |
Land and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 20 years | |
Property and equipment, gross | 92 | $ 92 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 109,805 | 110,531 |
Property Plant And Equipments Estimated Useful Lives | Shorter of useful life or lease term | |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,156 | $ 2,191 |
Buildings [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 20 years | |
Buildings [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 40 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 180,846 | $ 190,111 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 20 years | |
Motor vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 921 | $ 903 |
Motor vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Motor vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 473 | $ 474 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,976 | $ 7,415 |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Construction-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 198,545 | $ 202,998 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Depreciation and amortization | $ 29,377 | $ 20,453 |
Cost of revenue [Member] | ||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Depreciation and amortization | 20,385 | 12,249 |
Selling, general, and administrative [Member] | ||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Depreciation and amortization | 1,190 | 2,407 |
Research & development [Member] | ||
Property, Plant and Equipment, net (Details) - Schedule of depreciation and amortization expense [Line Items] | ||
Depreciation and amortization | $ 7,802 | $ 5,797 |
Property, Plant and Equipment_5
Property, Plant and Equipment, net - Schedule of Construction in Progress (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 202,998 | $ 198,545 |
Georgia [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 199,342 | 191,576 |
Kentucky [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 1,696 | 2,010 |
New York [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 1,960 | $ 4,959 |
Property, Plant and Equipment_6
Property, Plant and Equipment, net (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated Capitalized Interest Costs | $ 15 | $ 14.6 |
Interest Costs Capitalized | 0.4 | $ 8.9 |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Engineering Cost | 665 | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Engineering Cost | $ 515 |
Property, Plant and Equipment_7
Property, Plant and Equipment, net (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property, plant, and equipment includes capitalized interest | $ 15 | $ 14.6 |
Property, plant and equipment interest costs | $ 0.4 | $ 8.9 |
Intangible Assets (Additional I
Intangible Assets (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 17 years 7 months 6 days | |
Amortization expense | $ 4.6 | $ 4.8 |
Goodwill and intangible asset impairment | $ 62.7 | |
Patents [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 10 years | |
Patents [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 20 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of intangible assets net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets, gross | $ 95,765 | $ 94,291 |
Less capitalized patent costs not yet subject to amortization | (2,838) | (1,604) |
Intangible assets subject to amortization, gross | 92,927 | 92,687 |
Accumulated amortization | (17,975) | (13,350) |
Intangible assets subject to amortization, net | 74,952 | 79,337 |
Total intangible assets, net | $ 77,790 | $ 80,941 |
Intangible Assets - Summary of
Intangible Assets - Summary of estimated amortization expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2024 | $ 4,260 |
2025 | 4,260 |
2026 | 4,260 |
2027 | 4,260 |
2028 | 4,260 |
Thereafter | 53,652 |
Total | $ 74,952 |
New Markets Tax Credit Transa_2
New Markets Tax Credit Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Offsetting Assets [Line Items] | ||
Net of leverage loans receivable | $ 14.3 | $ 14.3 |
NMTC Arrangements [Member] | ||
Offsetting Assets [Line Items] | ||
Percentage of income tax | 39% | |
Bank Deposits | $ 1.8 | $ 1.6 |
New Market Tax Credit Transac_2
New Market Tax Credit Transactions - Outstanding leverage loan (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
8/23/2022 | NMTC Arrangements [Member] | |
Offsetting Assets [Line Items] | |
Amount Borrowed | $ 24,700 |
Interest Rate | 1% |
Recapture Period End | Nov. 01, 2029 |
Loan Maturity Date | Aug. 23, 2052 |
8/23/2022 | leverage Loans [Member] | |
Offsetting Assets [Line Items] | |
Amount Lent | $ 18,038 |
Interest Rate | 1% |
Recapture Period End | Nov. 10, 2029 |
Loan Maturity Date | Aug. 23, 2052 |
4/25/2019 [Member] | NMTC Arrangements [Member] | |
Offsetting Assets [Line Items] | |
Amount Borrowed | $ 9,000 |
Interest Rate | 1.96% |
Recapture Period End | Apr. 30, 2026 |
Loan Maturity Date | Sep. 30, 2048 |
4/25/2019 [Member] | leverage Loans [Member] | |
Offsetting Assets [Line Items] | |
Amount Lent | $ 6,262 |
Interest Rate | 2% |
Recapture Period End | Apr. 25, 2026 |
Loan Maturity Date | Sep. 30, 2048 |
11/7/2019 [Member] | NMTC Arrangements [Member] | |
Offsetting Assets [Line Items] | |
Amount Borrowed | $ 12,000 |
Interest Rate | 1.06% |
Recapture Period End | Nov. 30, 2026 |
Loan Maturity Date | Nov. 07, 2039 |
11/7/2019 [Member] | leverage Loans [Member] | |
Offsetting Assets [Line Items] | |
Amount Lent | $ 7,146 |
Interest Rate | 1.08% |
Recapture Period End | Nov. 07, 2026 |
Loan Maturity Date | Nov. 07, 2039 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of accrued liabilities [Abstract] | ||
Compensation and related expenses | $ 1,692 | $ 1,305 |
Accrued legal, consulting and professional fees | 839 | 443 |
Accrued taxes | 552 | 669 |
Accrued interest | 440 | 134 |
Accrued Utilities | 350 | 415 |
Accrued rebates | 233 | 0 |
Construction in progress expenditures | 191 | 1,089 |
Purchase accrual | 8 | 401 |
Other | 421 | 545 |
Total accrued liabilities | $ 4,726 | $ 5,001 |
Private Warrants - Schedule of
Private Warrants - Schedule of private warrant liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Gain on remeasurement of private warrants | $ (207) | $ (9,366) |
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Liabilities | |
Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Balance | $ (212) | (9,578) |
Gain on remeasurement of private warrants | 207 | 9,366 |
Balance | $ (5) | $ (212) |
Private Warrants (Additional In
Private Warrants (Additional Information) (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Outstanding warrants to purchase shares | 3,914,525 | 3,914,525 |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant price per share | $ 11.5 | $ 11.5 |
Warrants and Rights Outstanding, Maturity Date | Dec. 28, 2025 |
Debt (Additional Information) (
Debt (Additional Information) (Details) | 12 Months Ended | |||||||
Mar. 17, 2023 USD ($) $ / shares shares | Dec. 21, 2021 USD ($) $ / shares | Dec. 16, 2021 USD ($) $ / shares | Dec. 31, 2023 USD ($) Numbers shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 $ / shares | Jun. 30, 2023 | Mar. 31, 2019 USD ($) | |
Long-Term Debt (Details) [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 10.79 | |||||||
Restricted Cash and Cash Equivalents | $ 59,200,000 | |||||||
Interest rate | 8.24% | 8.24% | ||||||
Stock Issued During Period, Shares, New Issues | shares | 1,027,649 | 1,116,634 | ||||||
Fair Value Adjustment of Warrants | $ (207,000) | $ (9,366,000) | ||||||
Maturity date | Dec. 15, 2026 | |||||||
Capped Calls [Member] | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Capped Calls, Strike Price | $ / shares | $ 10.79 | |||||||
Purchase of capped call options | $ 35,000,000 | |||||||
Capped Calls Expire Date | Apr. 12, 2027 | |||||||
Common Stock [Member] | Capped Calls [Member] | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Capped Calls, Strike Price | $ / shares | $ 16.92 | |||||||
TwentyNineteenTermLoanMember | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Subordinated term loan | $ 10,200,000 | $ 10,000,000 | ||||||
Senior Secured Term Loan [Member] | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Aggregate principal amount | $ 130,000,000 | |||||||
Proceeds from Issuance of Debt | 98,600,000 | |||||||
Restricted Cash and Cash Equivalents | $ 12,500,000 | |||||||
Interest rate | 14.40% | |||||||
Stock Issued During Period, Shares, New Issues | shares | 1,500,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 7.5 | |||||||
Fair Value Adjustment of Warrants | $ 500,000 | |||||||
Note payable outstanding amount | $ 100,000,000 | |||||||
Mortgage Notes [Member] | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Interest rate | 5.25% | |||||||
Debt instrument maturity date, description | This note bears interest at 5.25%, with a maturity date in May 2025. | |||||||
3.25% Convertible Senior Notes [Member] | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 92.7085 | |||||||
Interest rate | 3.25% | |||||||
Note payable outstanding amount | $ 100,000,000 | |||||||
Convertible Senior Notes Issued | $ 240,000,000 | |||||||
Common stock converted into notes | $ 1,000 | |||||||
Convertible, Threshold Trading Day | Numbers | 20 | |||||||
Convertible, Threshold Consecutive Trading Days | Numbers | 30 | |||||||
Minimum [Member] | Capped Calls [Member] | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Common stock price per share | $ / shares | 10.79 | $ 16.92 | ||||||
Minimum [Member] | Vehicle and Equipment Notes [Member] | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Interest rate | 3.75% | |||||||
Maximum [Member] | Capped Calls [Member] | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Common stock price per share | $ / shares | $ 16.92 | |||||||
Maximum [Member] | Vehicle and Equipment Notes [Member] | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Interest rate | 6.99% |
Debt - Schedule of long-term de
Debt - Schedule of long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | $ 417,462 | $ 298,317 |
Less: Total unamortized debt issuance costs | (34,658) | (9,947) |
Less: Current maturities of long-term debt | (1,368) | (1,972) |
Total long-term debt | 381,436 | 286,398 |
Convertible Senior Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 240,000 | 240,000 |
Senior Secured Term Loan [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 130,000 | |
NMTC Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 45,700 | 45,700 |
Insurance Premium Finance Notes | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 1,243 | 1,828 |
Vehicle and Equipment Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 327 | 366 |
Mortgage Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | 192 | 218 |
Subordinated Term Loan [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Total | $ 0 | $ 10,205 |
Debt - Schedule of long-term _2
Debt - Schedule of long-term debt (Parenthetical) (Details) | Dec. 31, 2023 | Jun. 30, 2023 |
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Interest rate | 8.24% | 8.24% |
Convertible Senior Notes [Member] | ||
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Interest rate | 3.25% |
Debt - Schedule of future matur
Debt - Schedule of future maturities of long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of future maturities of long-term debt [Abstract] | ||
2024 | $ 1,368 | |
2025 | 265 | |
2026 | 261,087 | |
2027 | 130,035 | |
2028 | 7 | |
Thereafter | 24,700 | |
Total future maturities | $ 417,462 | $ 298,317 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Mar. 17, 2023 | Dec. 29, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2016 | Sep. 07, 2022 | |
Stockholders' Equity (Details) [Line Items] | ||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||
Price per share | $ 7.5 | |||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | ||||
Weighted Average Grant-Date Fair Value Options, Exercised | $ 3.28 | |||||
Preferred stock, authorized (in Shares) | 10,000,000 | |||||
Preferred share, par value | $ 0.0001 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 204,254 | 1,056,798 | ||||
Number of Shares, Exercised | (60,000) | |||||
Conversion of Stock, Shares Issued | 1,500,000 | |||||
Dividend paid | $ 0 | |||||
Maximum | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Earnout Shares | 3,500,000 | |||||
VWAP Target Price Threshold Days | 30 days | |||||
Minimum | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
VWAP Target Price Threshold Days | 20 days | |||||
Legacy Danimer options | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Weighted Average Grant-Date Fair Value Options, Exercised | $ 3.28 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 208,183 | |||||
Weighted Average Exercise Price of per share (in Dollars per share) | $ 30 | |||||
Number of shares , Exercisable | 30,493 | |||||
Number of Shares, Exercised | 125,492 | (125,492) | ||||
Conversion of Stock, Shares Issued | 279,255 | |||||
Equity Distribution Agreement [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services | 378,057 | 212,604 | ||||
Weighted Average Grant-Date Fair Value Options, Exercised | $ 1.28 | $ 4.15 | ||||
Stock Issued During Period, Value, Issued for Services | $ 0.5 | $ 0.9 | ||||
Payments of Stock Issuance Costs | 1.4 | |||||
Payments for Commissions | 0.1 | |||||
Cash Available for Distributions | $ 98.6 | |||||
Class A common stock [Member] | Equity Distribution Agreement [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Common Stock, Shares Authorized | 100,000,000 |
Equity - Summary of the common
Equity - Summary of the common stock activity (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Balance, beginning of period | 101,804,454 | 100,687,820 |
Issuance of common stock | 1,027,649 | 1,116,634 |
Balance, end of period | 102,832,103 | 101,804,454 |
Equity - Earnout Shares (Detail
Equity - Earnout Shares (Details) | Dec. 31, 2023 $ / shares shares |
December 31, 2025 First [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares | shares | 2,500,000 |
VWAP Target | $ / shares | $ 20 |
December 31, 2025 Second [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares | shares | 1,000,000 |
VWAP Target | $ / shares | $ 25 |
Equity - Schedule of Antidiluti
Equity - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 38,210,403 | 40,394,237 |
Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 22,250,040 | 22,250,040 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,257,704 | 11,844,644 |
Private Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,914,525 | 3,914,525 |
Senior Secured Term Loan Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,500,000 | 0 |
Restricted Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,034,872 | 2,209,288 |
Performance Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 127,770 | 50,251 |
Legacy Danimer options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 125,492 | 125,489 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Fulfillment costs to cost of revenue | $ 1.1 | $ 0.5 |
Contract assets recorded related to fulfillment costs, gross | 1.3 | 3.2 |
Contract assets recorded related to fulfillment costs | $ 1.1 | $ 1.9 |
Accounts Receivable [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable, percentage | 92% | 87% |
Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total revenues | 65% | 40% |
Revenue [Member] | Customer Three [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total revenues | 10% | |
Revenue [Member] | Customer Two [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total revenues | 10% | |
Research and Development Arrangement [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract assets recorded related to fulfillment costs | $ 3.7 | $ 2.8 |
Contract assets recorded related to fulfillment costs, non-current | $ 0.7 | |
Contract with customer liability revenue recognized | $ 2.1 |
Revenue (Details) - Changes in
Revenue (Details) - Changes in the R&D contract Asset and Liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Contract With Customer Asset Reserves Recorded | $ 0 | $ (1,216) |
Beginning balance, Contract Liabilities | 0 | |
Ending balance, Contract Liabilities | $ (1,000) | $ 0 |
Revenue (Details) - Summary of
Revenue (Details) - Summary of Revenue Information by Major Geographic Area - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total revenues | $ 46,684 | $ 53,218 |
Domestic | ||
Total revenues | 44,418 | 45,802 |
Germany | ||
Total revenues | 1,386 | 2,906 |
Poland | ||
Total revenues | 232 | 311 |
Belgium | ||
Total revenues | 201 | 3,052 |
Austria | ||
Total revenues | 107 | 888 |
All Other Countries | ||
Total revenues | $ 340 | $ 259 |
Stock-based Compensation - (Add
Stock-based Compensation - (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) [Line Items] | |||
Weighted Average Grant-Date Fair Value , Vested | $ 1.34 | $ 1.81 | |
Stock-based compensation | $ 19.2 | $ 19.2 | |
Number of Shares, Granted | 204,254 | 1,056,798 | |
Issuance of common stock | 1,027,649 | 1,116,634 | |
Unrecognized compensation cost related to nonvested stock options grant (in Dollars) | $ 2.1 | ||
Weighted-average over period | 1 year 7 months 6 days | ||
Third anniversary [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Common stock equals or exceeds (in Dollars per share) | $ 24.2 | ||
2020 Incentive Plan [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Share-based compensation, remained authorized for Issuance | 4,823,519 | 1,657,240 | |
2020 ESPP [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Share-based compensation, authorized shares | 2,571,737 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Discount from Market Price, Offering Date | 15% | ||
Number of remaining shares | 2,306,519 | ||
Issuance of common stock | 182,037 | 78,168 | |
Cash Settled Options [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Number of Shares, Granted | 1,050,000 | 972,222 | |
Employee Stock Option [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Long term liability | $ 0.4 | $ 0.1 | |
Stock options | 2,571,737 | 312,258 | |
Restricted Shares | |||
Stock-Based Compensation (Details) [Line Items] | |||
Stock-based compensation | $ 0.6 | ||
Market Based Restricted Shares | |||
Stock-Based Compensation (Details) [Line Items] | |||
Stock-based compensation | 18.5 | $ 18.5 | |
Long term liability | $ 0.3 | ||
Restricted stock shares | 754,818 | ||
Number of Shares, Granted | 1,517,840 | 1,517,840 | |
Market Based Restricted Shares | Maximum [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Stock-based compensation | $ 0.1 | 0.3 | |
Performance Based Restricted Stock Units [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Vesting description | the vesting dates, which we anticipate will be in February 2024, March 2025, and February 2026, respectively. We are currently assuming 100% attainment of our 2025 metrics and 0% attainment of our 2023 and 2024 metrics. All of these performance shares remained outstanding at December 31, 2023. | ||
Long term liability | $ 0.1 | 0.3 | |
Recognized related compensation expense | $ 0.1 | $ 0.2 | |
Performance Based Restricted Stock Units [Member] | Maximum [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Vesting percentage | 100% | ||
Performance Based Restricted Stock Units [Member] | Minimum [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Vesting percentage | 50% | ||
Restricted Stock Units (RSUs) [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Weighted Average Grant-Date Fair Value , Vested | $ 37.09 | $ 37.09 | |
Stock-based compensation | $ 0.9 | ||
Number of Shares, Granted | 159,072 | 191,751 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 55,839 | $ 56,768 |
Cost of revenue [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 10 | 60 |
Selling, general and administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 48,760 | 49,387 |
Research & development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 7,069 | $ 7,321 |
Share based compensation - Sche
Share based compensation - Schedule of Service-Based Restricted Stock And RSU Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Beginning Balance | 11,844,644 | 10,589,010 |
Number of Shares, Granted | 204,254 | 1,056,798 |
Number of Shares Forfeited | (219,457) | (53,422) |
Number of Shares, Ending Balance | 9,257,704 | 11,844,644 |
Weighted Average Grant-Date Fair Value , Beginning Balance | $ 14.23 | $ 14.85 |
Weighted Average Grant-Date Fair Value Granted | 2.58 | 3.99 |
Weighted Average Grant-Date Fair Value , Vested | 1.34 | 1.81 |
Weighted Average Grant-Date Fair Value, Ending Balance | $ 11.27 | $ 14.23 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Beginning Balance | 691,448 | 1,011,892 |
Number of Shares, Granted | 159,072 | 191,751 |
Number of Shares Vested | (578,970) | (505,945) |
Number of Shares Forfeited | (6,250) | |
Number of Shares, Ending Balance | 271,550 | 691,448 |
Weighted Average Grant-Date Fair Value , Beginning Balance | $ 28.51 | $ 37.09 |
Weighted Average Grant-Date Fair Value Granted | 2.99 | 4.93 |
Weighted Average Grant-Date Fair Value , Vested | 37.09 | 37.09 |
Weighted Average Grant-Date Fair Value Forfeited | 0 | |
Weighted Average Grant-Date Fair Value, Ending Balance | $ 4.4 | $ 28.51 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of stock option activity under our equity plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Beginning Balance | 11,844,644 | 10,589,010 | |
Number of Shares, Granted | 204,254 | 1,056,798 | |
Number of Shares, Exercised | (60,000) | ||
Number of Shares Forfeited | (219,457) | (53,422) | |
Number of Shares ,Transferred from liability-based awards | (2,571,737) | 312,258 | |
Number of Shares, Ending Balance | 9,257,704 | 11,844,644 | 10,589,010 |
Number of shares , Exercisable | 7,768,505 | ||
Number of Shares, Vested and expected to vest | 9,257,704 | ||
Weighted Average Grant-Date Fair Value , Beginning Balance | $ 14.23 | $ 14.85 | |
Weighted Average Grant-Date Fair Value Granted | 2.58 | 3.99 | |
Weighted Average Grant-Date Fair Value Options, Exercised | 3.28 | ||
Weighted Average Grant-Date Fair Value Transferred from liability-based awards | 2.68 | ||
Weighted Average Grant-Date Fair Value, Ending Balance | 11.27 | $ 14.23 | $ 14.85 |
Weighted Average Grant-Date Fair Value Exercisable | 11.45 | ||
Weighted Average Grant-Date Fair Value Vested and expected to vest | $ 11.27 | ||
Weighted Average Remaining Contractual Term (Years), Restated Balance | 5 years 4 months 17 days | 6 years 8 months 15 days | 7 years 4 months 20 days |
Weighted Average Remaining Contractual Term , Exercisable | 4 years 10 months 28 days | ||
Weighted Average Remaining Contractual Term , Vested and expected to vest | 5 years 4 months 17 days | ||
Weighted Average Remaining Contractual Term , Vested and expected to vest | 4 years 10 months 28 days | ||
Aggregate Intrinsic Value , Begining Balance | $ 0 | $ 22,473,835 | |
Aggregate Intrinsic Value , Exercised | 99,600 | ||
Aggregate Intrinsic Value , Ending Balance | $ 0 | $ 0 | $ 22,473,835 |
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Beginning Balance | 691,448 | 1,011,892 | |
Number of Shares, Granted | 159,072 | 191,751 | |
Number of Shares Vested | 578,970 | 505,945 | |
Number of Shares Forfeited | (6,250) | ||
Number of Shares, Ending Balance | 271,550 | 691,448 | 1,011,892 |
Weighted Average Grant-Date Fair Value , Beginning Balance | $ 28.51 | $ 37.09 | |
Weighted Average Grant-Date Fair Value Granted | 2.99 | 4.93 | |
Weighted Average Grant-Date Fair Value Forfeited | 0 | ||
Weighted Average Grant-Date Fair Value, Ending Balance | $ 4.4 | $ 28.51 | $ 37.09 |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of Performance-Based Restricted Stock Units (Details) - Performance Based Restricted Stock Units [Member] $ / shares in Units, $ in Millions | 12 Months Ended | |||
Feb. 28, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) Numbers $ / shares shares | Jul. 23, 2021 USD ($) Numbers $ / shares shares | Dec. 31, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Performance based Restricted Stock Units Cash Setteable | shares | 920,641 | |||
Performance based Restricted Stock Units Share Setteable | shares | 127,770 | |||
Tranche One [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Grant date fair value of stock granted | $ / shares | $ 2.58 | $ 5.86 | $ 18.24 | |
Performance based Restricted Stock Units Cash Setteable | shares | 192,500 | 131,909 | 28,783 | |
Performance based Restricted Stock Units Share Setteable | shares | 38,759 | 15,075 | 0 | |
Tranche Two [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Grant date fair value of stock granted | $ / shares | $ 2.58 | $ 5.86 | $ 18.24 | |
Performance based Restricted Stock Units Cash Setteable | shares | 192,500 | 131,909 | 28,783 | |
Performance based Restricted Stock Units Share Setteable | shares | 38,760 | 15,075 | 0 | |
Tranche Three [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Grant date fair value of stock granted | $ / shares | $ 5.86 | $ 18.24 | ||
Performance based Restricted Stock Units Cash Setteable | shares | 175,880 | 38,377 | ||
Performance based Restricted Stock Units Share Setteable | shares | 20,101 | 0 | ||
2025 | Neat PHA Revenue Metric [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Revenue | $ 202 | |||
2025 | Neat PHA Revenue Metric [Member] | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Revenue | 177 | |||
2025 | EBITDA Metric [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Adjusted EBITDA | 44 | |||
2025 | EBITDA Metric [Member] | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Adjusted EBITDA | $ 36 | |||
2024 | PHA Production Capacity Metric [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Neat Capacity | Numbers | 81 | |||
2024 | PHA Production Capacity Metric [Member] | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Neat Capacity | Numbers | 68 | |||
2024 | Neat PHA Revenue Metric [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Revenue | $ 189 | |||
2024 | Neat PHA Revenue Metric [Member] | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Revenue | 151 | |||
2024 | EBITDA Metric [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Adjusted EBITDA | 13.8 | |||
2024 | EBITDA Metric [Member] | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Adjusted EBITDA | $ 9.2 | |||
2023 | PHA Production Capacity Metric [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Neat Capacity | Numbers | 90 | |||
2023 | PHA Production Capacity Metric [Member] | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Neat Capacity | Numbers | 75 | |||
2023 | EBITDA Metric [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Adjusted EBITDA | $ 65 | |||
2023 | EBITDA Metric [Member] | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Adjusted EBITDA | $ 45 | |||
2023 | ROE [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Return on Equity | 9% | |||
2023 | ROE [Member] | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Return on Equity | 5% |
Leases Additional Information (
Leases Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessor, Lease, Description [Line Items] | ||
Remaining Lease Term | 15 years | |
Increase in right-of-use asset | $ 100 | |
Increase in Lease Liability | $ 100 | |
Incremental borrowing rate percentage | 14.40% | 11.50% |
Right-of-use assets | $ 19,160 | $ 19,028 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating lease costs - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Total operating lease cost | $ 3,691 | $ 3,511 |
Cost of revenue [Member] | ||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Total operating lease cost | 2,642 | 2,506 |
Selling, general and administrative [Member] | ||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Total operating lease cost | 135 | 469 |
Research and development [Member] | ||
Operating Leases (Details) - Schedule of operating lease costs [Line Items] | ||
Total operating lease cost | $ 914 | $ 536 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of undiscounted future lease payments under operating leases $ in Thousands | Dec. 31, 2023 USD ($) |
Schedule of undiscounted future lease payments under operating leases [Abstract] | |
2024 | $ 3,720 |
2025 | 3,720 |
2026 | 3,725 |
2027 | 3,732 |
2028 | 3,732 |
Thereafter | 101,068 |
Total lease payments | 119,697 |
Less: Interest | (94,433) |
Present value of lease liability | $ 25,264 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | $ 80 | |
Deferred income taxes | (199) | $ (814) |
Valuation allowance | 26,301 | 22,435 |
Uncertain tax positions or related interest or penalties | 0 | 0 |
Accrued interest or penalties | 0 | 0 |
federal [Member] | ||
Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | 307,000 | 226,000 |
State [Member] | ||
Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | 250,000 | $ 223,000 |
Research and development tax credit carryforwards | $ 4,800 | |
Minimum [Member] | ||
Income Taxes (Details) [Line Items] | ||
Operating loss carryforwards, expiration year | 2028 | |
Maximum [Member] | ||
Income Taxes (Details) [Line Items] | ||
Operating loss carryforwards, expiration year | 2036 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of components of our income tax expense (benefit) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current tax expense | ||
Federal | $ 510 | $ 0 |
State | 8 | 4 |
Total current expense | 518 | 4 |
Deferred tax benefit | ||
Federal | (199) | (587) |
State | 0 | (227) |
Total deferred benefit | (199) | (814) |
Total income tax benefit | $ 319 | $ (810) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of a reconciliation of income tax provision - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of a reconciliation of income tax provision [Abstract] | ||
Federal income tax benefit at statutory federal rate | $ (32,582) | $ (37,919) |
State income tax benefit, net of federal taxes | (1,925) | (2,363) |
Gain on measurement of private warrants | (44) | (1,967) |
Revisions to prior years’ estimates | (896) | (4,052) |
Stock-based compensation | 3,877 | 3,803 |
Other permanent differences | 21 | 29 |
Impairment of goodwill | 0 | 13,159 |
Officers' salary 162(m) limitation | 7,199 | 5,378 |
Change In State Rates | (532) | 687 |
General business credits | (1,100) | 0 |
Valuation allowance | 26,301 | 22,435 |
Total income tax benefit | $ 319 | $ (810) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of components of net deferred tax assets and liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred income tax assets | ||
Net operating loss carryforwards | $ 76,855 | $ 58,374 |
Stock-based compensation | 6,877 | 6,860 |
Lease liability | 5,779 | 6,067 |
Capitalized research and development | 5,152 | 3,678 |
Interest expense limitation | 4,808 | 4 |
Tax credits | 4,834 | 926 |
Inventory reserve | 1,334 | 673 |
Allowance for doubtful accounts | 230 | 579 |
Deferred revenue | 160 | 0 |
Contribution and AMT carryforwards | 40 | 37 |
Other | 0 | 19 |
Gross deferred tax assets | 106,069 | 77,217 |
Deferred income tax liabilities | ||
Right-of-use assets | (4,383) | (4,536) |
Depreciation and amortization | 27,771 | 25,267 |
Gross deferred income tax liabilities | (32,154) | (29,803) |
Valuation allowance | (73,915) | (47,614) |
Net deferred income tax liabilities | $ 0 | $ (200) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred income tax assets valuation allowance - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of deferred income tax assets valuation allowance [Abstract] | ||
Beginning Balance | $ 47,614 | $ 25,179 |
Additions | 26,301 | 22,435 |
Amounts Utilized | 0 | 0 |
Ending Balance | $ 73,915 | $ 47,614 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Employee contributions, percentage | 100% | |
Eligible employee’s compensation, percentage | 4% | |
Total company matching expense | $ 0.8 | $ 0.8 |
Supplemental Cash Flows - Suppl
Supplemental Cash Flows - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest, net of interest capitalized | $ 23,165 | $ 395 |
Cash paid for operating leases | 3,719 | 3,543 |
Supplemental non-cash disclosure: | ||
Changes in accounts payable and accrued liabilities related to purchase of property, plant and equipment | (9,929) | (12,055) |
Financing of notes payable | 2,088 | 3,266 |
Adjustment to Liability Classified Awards | (770) | 0 |
Warrants issued with Senior Secured Term Loan | 510 | 0 |
Inventory consumed in constructing property, plant and equipment | $ 0 | $ 3,034 |
Supplemental Cash Flows - Recon
Supplemental Cash Flows - Reconciliation of cash and cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Supplemental Cash Flow Information [Abstract] | ||
Cash and cash equivalents | $ 59,170 | $ 62,792 |
Total cash and cash equivalents and restricted cash | $ 59,200 |
Commitments and Contingencies A
Commitments and Contingencies Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Royalty per share (in Pounds per share) | $ / shares | $ 0.05 |
Weight of PHA Sold (in Pounds) | $ | $ 500 |
Decrease royalty per share (in Pounds per share) | $ / shares | $ 0.025 |
Royalties amount | $ | $ 0.5 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 25, 2024 | Dec. 31, 2023 | Mar. 17, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | ||||
Shares authorized for offering purchase and sale | 200,000,000 | 200,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Outstanding warrants to purchase shares | 3,914,525 | 3,914,525 | ||
Senior Secured Term Loan [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants exercise price | $ 7.5 | |||
Subsequent Event [Member] | Pre-Funded Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants exercise price | $ 0.0001 | |||
Common stock, par value (in Dollars per share) | 0.9999 | |||
Subsequent Event [Member] | Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants exercise price | $ 1.33 | |||
Gross proceeds of warrants | $ 15 | |||
Subsequent Event [Member] | Class A common stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares authorized for offering purchase and sale | 11,250,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Percentage of outstanding common stock | 9.99% | |||
Subsequent Event [Member] | Class A common stock [Member] | Pre-Funded Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares authorized for offering purchase and sale | 15,000,000 | |||
Common stock, par value (in Dollars per share) | $ 1 | |||
Outstanding warrants to purchase shares | 3,750,000 |