o
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
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(I.R.S. Employer |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 10, 2022, the registrant had
Table of Contents
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PART I. |
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Item 1. |
2 |
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Condensed Consolidated Balance Sheets |
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Condensed Consolidated Statements of Operations |
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Condensed Consolidated Statements of Stockholders' Equity |
4 |
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Condensed Consolidated Statements of Cash Flows |
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Notes to Condensed Consolidated Financial Statements |
6 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
18 |
Item 3. |
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Item 4. |
25 |
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PART II. |
26 |
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Item 1. |
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Item 1A. |
Risk Factors |
26 |
Item 2. |
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Item 6. |
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27 |
FORWARD-LOOKING STATEMENTS
Certain statements contained herein, as well as in other filings we make with the United States Securities and Exchange Commission (“SEC”) and other written and oral information we release, regarding our future performance constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may relate to, among other things, the impact on our business, operations and financial results of the COVID-19 pandemic (which, among other things, may affect many of the items listed below); the demand for our products and services; revenue growth; effects of competition; supply chain and technology initiatives; inventory and in-stock positions; state of the economy; state of the credit markets, including mortgages, home equity loans, and consumer credit; impact of tariffs; demand for credit offerings; management of relationships with our employees, suppliers and vendors, and customers; international trade disputes, natural disasters, public health issues (including pandemics and related quarantines, shelter-in-place orders, and similar restrictions), and other business interruptions that could disrupt supply or delivery of, or demand for, our products or services; continuation of equity programs; net earnings performance; earnings per share; capital allocation and expenditures; liquidity; return on invested capital; expense leverage; stock-based compensation expense; commodity price inflation and deflation; the ability to issue debt on terms and at rates acceptable to us; the impact and expected outcome of investigations, inquiries, claims, and litigation; the effect of accounting charges; the effect of adopting certain accounting standards; the impact of regulatory changes; financial outlook; and the integration of acquired companies into our organization and the ability to recognize the anticipated synergies and benefits of those acquisitions.
Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events. You should not rely on our forward-looking statements. These statements are not guarantees of future performance and are subject to future events, risks and uncertainties – many of which are beyond our control, dependent on the actions of third parties, or currently unknown to us – as well as potentially inaccurate assumptions that could cause actual results to differ materially from our expectations and projections. These risks and uncertainties include, but are not limited to, those described in Part II, Item 1A, "Risk Factors" and elsewhere in this report and as also may be described from time to time in future reports we file with the SEC. You should read such information in conjunction with our Condensed Consolidated Financial Statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. There also may be other factors that we cannot anticipate or that are not described in this report, generally because we do not currently perceive them to be material. Such factors could cause results to differ materially from our expectations.
Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements other than as required by law. You are advised, however, to review any further disclosures we make on related subjects in our periodic filings with the SEC.
2
PART I—FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
DANIMER SCIENTIFIC, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
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March 31, |
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December 31, |
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(in thousands, except share and per share data) |
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2022 |
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2021 |
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Assets: |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Other receivables, net |
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Inventories, net |
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Prepaid expenses and other current assets |
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Contract assets |
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Total current assets |
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Property, plant and equipment, net |
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Intangible assets, net |
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Goodwill |
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Right-of-use assets |
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Leverage loans receivable |
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Restricted cash |
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Loan fees |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders' Equity: |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Unearned revenue and contract liabilities |
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Current portion of lease liability |
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Current portion of long-term debt, net |
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Total current liabilities |
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Private warrants liability |
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Long-term lease liability, net |
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Long-term debt, net |
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Deferred income taxes |
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Other long-term liabilities |
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Total liabilities |
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$ |
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$ |
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Stockholders' equity: |
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Common stock, $ |
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$ |
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$ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
DANIMER SCIENTIFIC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Months Ended March 31, |
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(in thousands, except share and per share data) |
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2022 |
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2021 |
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Revenue: |
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Products |
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$ |
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$ |
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Services |
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Total revenue |
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Costs and expenses: |
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Cost of revenue |
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Selling, general and administrative |
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Research and development |
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Total costs and expenses |
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Loss from operations |
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Nonoperating (expense) income: |
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Gain (loss) on remeasurement of private warrants |
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Interest, net |
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( |
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( |
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Loss on loan extinguishment |
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( |
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Other, net |
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( |
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Total nonoperating income (expense): |
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( |
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Loss before income taxes |
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( |
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Income taxes |
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Net loss |
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$ |
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$ |
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Basic and diluted net loss per share |
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$ |
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$ |
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Weighted average number of shares used to compute |
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Basic and diluted net loss per share |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
DANIMER SCIENTIFIC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
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Three Months Ended |
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March 31, |
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(in thousands) |
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2022 |
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2021 |
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Common stock: |
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Balance, beginning of period |
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$ |
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$ |
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Issuance of common stock |
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Balance, end of period |
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Additional paid-in capital: |
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Balance, beginning of period |
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Stock-based compensation expense |
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Fair value of private warrants converted to public warrants |
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Stock issued under stock compensation plans |
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Costs related to warrants |
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Issuance of common stock, net of issuance costs |
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Balance, end of period |
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Accumulated deficit: |
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Balance, beginning of period |
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( |
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( |
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Net loss |
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( |
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( |
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Balance, end of period |
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( |
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( |
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Total stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
DANIMER SCIENTIFIC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Three Months Ended |
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March 31, |
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(in thousands) |
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2022 |
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2021 |
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Cash flows from operating activities: |
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Net loss |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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(Gain) loss on remeasurement of private warrants |
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Stock-based compensation |
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Depreciation and amortization |
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Inventory reserves |
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Deferred income taxes |
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( |
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Loss on write-off of deferred loan costs |
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Amortization of debt issuance costs and debt discounts |
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Amortization of right-of-use assets and lease liability |
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( |
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Other |
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Changes in operating assets and liabilities, net of effects of acquisition: |
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Accounts receivable, net |
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( |
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( |
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Other receivables |
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Inventories, net |
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( |
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( |
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Prepaid expenses and other current assets |
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( |
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Contract assets |
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( |
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Other assets |
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( |
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Accounts payable |
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( |
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Accrued and other long-term liabilities |
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( |
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( |
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Unearned revenue and contract liabilities |
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( |
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( |
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Net cash used in operating activities |
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( |
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( |
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Cash flows from investing activities: |
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Purchases of property, plant and equipment |
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( |
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( |
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Acquisition of Novomer, net of cash acquired |
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( |
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Net cash used in investing activities |
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( |
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( |
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Cash flows from financing activities: |
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Proceeds from long-term debt |
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Cash paid for debt issuance costs |
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( |
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( |
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Proceeds from exercise of stock options |
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Proceeds from employee stock purchase plan |
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Principal payments on long-term debt |
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( |
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( |
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Cost related to warrants |
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( |
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Proceeds from issuance of common stock, net of issuance costs |
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( |
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Net cash provided by (used in) financing activities |
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( |
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Net decrease in cash and cash equivalents and restricted cash |
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( |
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( |
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Cash and cash equivalents and restricted cash-beginning of period |
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Cash and cash equivalents and restricted cash-end of period |
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$ |
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$ |
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Supplemental cash flow information: |
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Cash paid for interest |
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$ |
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$ |
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Cash paid for operating leases |
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$ |
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$ |
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Supplemental non-cash disclosure: |
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Changes in accounts payable and accrued liabilities related to purchase of property, plant and equipment |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
DANIMER SCIENTIFIC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation
Description of Business
Danimer Scientific, Inc., together with its subsidiaries (“Company”, “Danimer”, “we”, “us”, or “our”), is a performance polymer company specializing in bioplastic replacements for traditional petroleum-based plastics. Our common stock is listed on the New York Stock Exchange under the symbol “DNMR”.
The Company (formerly Live Oak Acquisition Corp. (“Live Oak”)), was originally incorporated in the State of Delaware on May 24, 2019 as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses. Live Oak completed its initial public offering in May 2020. On December 29, 2020, Live Oak consummated a business combination (“Business Combination”) pursuant to an Agreement and Plan of Merger, dated as of October 3, 2020 (as amended by Amendment No. 1, dated as of October 8, 2020, and Amendment No. 2, dated as of December 11, 2020 (collectively “Merger Agreement”), by and among Live Oak, Green Merger Corp. (“Merger Sub.”), and Meredian Holdings Group, Inc. (“Legacy Danimer”). Immediately upon consummation of the Business Combination, Merger Sub. merged with and into Legacy Danimer, with Legacy Danimer surviving the merger as a wholly owned subsidiary of Live Oak. In connection with the Business Combination, Live Oak changed its name to Danimer Scientific, Inc.
On August 11, 2021, we closed the acquisition of Novomer, Inc. (integrated into our business as “Danimer Catalytic Technologies”). Our consolidated results include those of Danimer Catalytic Technologies from the acquisition date forward. Refer to Note 2 for further discussion of the acquisition.
Financial Statements
The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and consolidate all assets and liabilities of the Company and its wholly owned subsidiaries. GAAP requires us to make certain estimates and assumptions in recording assets, liabilities, sales and expenses as well as in the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. All intercompany transactions and balances have been eliminated. Certain reclassifications have been made to previously reported amounts to conform to the current presentation. In preparing these condensed consolidated financial statements, we have considered and, where appropriate, included the effects of the COVID-19 pandemic on our operations. The pandemic continues to provide significant challenges to the U.S. and global economies.
Since we do
Recently Issued Accounting Pronouncements
There have been no new accounting pronouncements not yet effective that we believe will have a significant effect, or potential significant effect, on our condensed consolidated financial statements.
Note 2. Business Combination
Danimer Catalytic Technologies
On August 11, 2021, we acquired all of the outstanding shares of Novomer, Inc., a privately held company, in exchange for $
Danimer Catalytic Technologies uses its proprietary thermal catalytic conversion process to produce a unique type of PHA, referred to under its brand name as Rinnovo, that can be incorporated into some of our products as a complement to our existing PHA polymer at reduced cost.
6
The table below sets forth the preliminary fair values of assets acquired and liabilities assumed including the adjustments recorded in the three months ended March 31, 2022:
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December 31, |
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March 31, |
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(in thousands) |
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2021 |
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Adjustments |
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2022 |
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Cash and restricted cash |
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$ |
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$ |
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$ |
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Property, plant and equipment |
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Other assets acquired |
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Right-of-use asset |
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Acquired technology |
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Goodwill |
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Deferred tax liability |
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( |
) |
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( |
) |
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Lease liability |
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( |
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( |
) |
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Liabilities assumed |
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( |
) |
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( |
) |
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( |
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Contingent purchase price payable |
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( |
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( |
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Total preliminary purchase price |
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$ |
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$ |
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$ |
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We have recognized the assets acquired and liabilities assumed at their estimated acquisition date fair values, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill.
The accounting for the business combination is based on currently available information and is considered preliminary. The final accounting for the business combination may differ materially from that presented above as future events may provide additional information about the realizability of other assets or the existence of other liabilities at the acquisition date. In addition, income tax returns for 2021 have yet to be filed, and we are validating certain state income tax allocations, which could result in changes to acquisition-date deferred tax liability.
The preliminary estimated goodwill is attributable to the strategic opportunities and synergies that we expect to arise from the acquisition and the value of its existing workforce. The goodwill is not deductible for federal income tax purposes.
The following table compares pro forma revenue and loss from operations for the combined entity for the three months ended March 31, 2021 as if the acquisition had taken place on January 1, 2021 to actual results for the three months ended March 31, 2022. These pro forma results do not necessarily reflect what the combined entity's results would have been had the acquisition taken place at that time, and this pro forma financial information may not be useful in predicting our future financial results. The actual results might have differed significantly from the pro forma amounts reflected herein due to a variety of factors. The following includes pro forma adjustments to reflect amortization of acquired technology intangible assets. We do not disclose pro forma impact related to income taxes or earnings-per-share as we do not believe those are useful to the reader in our situation.
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Three Months Ended March 31, |
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(in thousands) |
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2022 |
|
|
2021 |
|
||
Revenue |
|
$ |
|
|
$ |
|
||
Loss from operations |
|
|
( |
) |
|
|
( |
) |
During the three months ended March 31, 2022, Danimer Catalytic Technologies incurred $
Note 3. Fair Value Considerations
Fair value is defined as the price we would receive to sell an asset in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.
The three levels of the fair value hierarchy are as follows:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities;
Level 2 - Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data;
7
Level 3 - Unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
Level 1
The carrying amounts of our cash and cash equivalents and restricted cash were measured using quoted market prices in active markets and represent Level 1 investments. Our other financial instruments such as accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their short maturities. The carrying value of our long-term debt instruments also approximates fair value due to their recent issuance and/or near-term maturities.
We value our restricted stock that does not include market or performance factors at the closing price of a share of our common stock on the grant date, or $
We value our restricted stock with performance factors at the closing price of a share of our common stock on each period end date, or $
Level 2
We value our restricted stock that contain a market-based vesting provision using a Monte Carlo simulation, which takes into account a large number of potential stock price scenarios over time and incorporates varied assumptions about volatility and exercise behavior for those various scenarios. These assumptions are based on market data but cannot be directly observed. A fair value is determined for each potential outcome. There were
Level 3
We use the Black-Scholes option pricing model to value stock options, including ESPP awards, and our outstanding warrants to purchase shares of our common stock at an exercise price of $
The following table sets forth the fair values we calculated and the ranges of values used in our Black Scholes calculations for stock options, other than ESPP awards.
|
|
March 31, |
|
Three Months Ended March 31, |
||
|
|
2022 |
|
2022 |
|
2021 |
Share prices of our common stock |
|
$ |
|
$ |
|
$ |
Expected volatilities |
|
|
|
|||
Risk-free rates of return |
|
|
|
|||
Expected option terms (years) |
|
|
|
|||
Calculated option values |
|
$ |
|
$ |
|
$ |
The table below sets forth the inputs we used in our Black Scholes models for Private Warrants valuations and the fair values determined.
|
|
March 31, |
|
|
December 31, 2021 |
|
||
Share price of our common stock |
|
$ |
|
|
$ |
|
||
Expected volatility |
|
|
% |
|
|
% |
||
Risk-free rate of return |
|
|
% |
|
|
% |
||
Expected warrant term (years) |
|
|
|
|
|
|
||
Fair value determined per warrant |
|
$ |
|
|
$ |
|
8
Note 4. Inventories, net
Inventories, net consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||
(in thousands) |
|
2022 |
|
|
2021 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods and related items |
|
|
|
|
|
|
||
Total inventories, net |
|
$ |
|
|
$ |
|
At March 31, 2022 and December 31, 2021, finished goods and related items included $
Note 5. Property, Plant and Equipment, net
Property, plant and equipment, net, consisted of the following:
(in thousands) |
|
Estimated Useful Life (Years) |
|
March 31, 2022 |
|
|