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 |
(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
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.
Large accelerated filer |
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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, 2023, the registrant had
Table of Contents
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PART I. |
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Item 1. |
3 |
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Condensed Consolidated Balance Sheets |
3 |
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Condensed Consolidated Statements of Operations |
4 |
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Condensed Consolidated Statements of Stockholders' Equity |
5 |
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Condensed Consolidated Statements of Cash Flows |
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Notes to Condensed Consolidated Financial Statements |
7 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
20 |
Item 3. |
26 |
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Item 4. |
26 |
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PART II. |
27 |
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Item 1. |
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Item 1A. |
Risk Factors |
27 |
Item 2. |
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Item 6. |
27 |
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28 |
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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 and the ongoing conflict in Ukraine (each of 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 Part I, Item 2, 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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2023 |
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2022 |
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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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Restricted cash, current |
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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, net |
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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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Right-of-use assets |
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Leverage loans receivable |
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Restricted cash |
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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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Deferred revenue |
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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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( |
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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.
3
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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2023 |
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2022 |
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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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Loss on sale of assets |
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Total costs and expenses |
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Loss from operations |
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( |
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( |
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Nonoperating income (expense): |
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Gain (loss) on remeasurement of private warrants |
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( |
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Interest, net |
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( |
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( |
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Other, net |
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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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( |
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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.
4
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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2023 |
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2022 |
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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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Warrants issued with Senior Secured Term Loan |
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Stock issued under stock compensation plans |
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Shares retained for employee taxes |
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( |
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Costs related to warrants |
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( |
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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.
5
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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2023 |
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2022 |
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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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Stock-based compensation |
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Depreciation and amortization |
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(Gain) loss on remeasurement of private warrants |
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( |
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Amortization of debt issuance costs |
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Accounts receivable reserves |
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( |
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Inventory reserves |
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Deferred income taxes |
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( |
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( |
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Amortization of right-of-use assets and lease liability |
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( |
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( |
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Loss on disposal of assets |
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Other |
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Changes in operating assets and liabilities |
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Accounts receivable |
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( |
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Other receivables |
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Inventories, net |
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( |
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Prepaid expenses and other current assets |
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Contract assets |
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( |
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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 liabilities |
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( |
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Other long-term liabilities |
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( |
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Unearned revenue and contract liabilities |
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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 and intangible assets |
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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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Principal payments on long-term debt |
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( |
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( |
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Proceeds from employee stock purchase plan |
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Proceeds from exercise of stock options |
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Employee taxes related to stock-based compensation |
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( |
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Cost related to warrants |
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( |
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Net cash provided by financing activities |
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Net increase (decrease) in cash and cash equivalents and restricted cash |
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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, net of interest capitalized |
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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 purchases of PP&E |
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$ |
( |
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$ |
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Warrants issued with Senior Secured Term Loan |
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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.
6
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 (“Closing Date”), Live Oak consummated a business combination (“Business Combination”) with Meredian Holdings Group, Inc. (“MHG” or “Legacy Danimer”), with Legacy Danimer surviving the merger as a wholly owned subsidiary of Live Oak. The Business Combination was accounted for as a reverse recapitalization, meaning that Legacy Danimer was treated as the accounting acquirer and Live Oak was treated as the accounting acquiree. Effectively, the Business Combination was treated as the equivalent of Legacy Danimer issuing stock for the net assets of Live Oak, accompanied by a recapitalization. In connection with the Business Combination, Live Oak changed its name to Danimer Scientific, Inc. On August 11, 2021, we closed the acquisition of Novomer, Inc. (integrated into our business as “Danimer Catalytic Technologies”).
Financial Statements
The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and consolidate all assets and liabilities of the Company and its wholly owned subsidiaries. GAAP requires us to make certain estimates and assumptions in recording assets, liabilities, sales and expenses as well as in the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. All intercompany transactions and balances have been eliminated. Certain reclassifications have been made to previously reported amounts to conform to the current presentation. In preparing these condensed consolidated financial statements, we have considered and, where appropriate, included the effects of the COVID-19 pandemic on our operations. The pandemic continues to provide significant challenges to the U.S. and global economies.
We do
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. Fair Value Considerations
GAAP defines “fair value” as the price we would receive to sell an asset in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer. GAAP also sets forth a framework for measuring fair value utilizing a three-tier hierarchy based on the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.
The three levels of the fair value hierarchy are as follows:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities;
Level 2 - Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and
Level 3 - Unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
7
Level 1
The carrying amounts of our cash and cash equivalents and restricted cash were measured using quoted market prices in active markets and represent Level 1 investments. Our other financial instruments such as accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their short maturities. Additionally, our Senior Secured Term Loan approximates its fair value due to its recent issuance. The March 31, 2023 fair value of our Convertible Notes (See Note 11), based on trades made around that date, was approximately $
We value our restricted stock and restricted stock units without market-based vesting provisions on the respective grant dates, at the closing price of a share of our common stock on the grant dates.
We re-value our restricted stock units that include a cash settlement feature each month at the closing price of a share of our common stock on the last trading day of the month, or $
Level 2
We valued our restricted stock awards that contain a market-based vesting provision on the grant date using a Monte Carlo simulation, which takes into account a large number of potential stock price scenarios over time and incorporates varied assumptions about volatility and exercise behavior for those various scenarios. These assumptions are based on market data but cannot be directly observed. A fair value is estimated for each potential outcome and these fair values are averaged to arrive at an overall fair value.
Level 3
We value our stock options, including our ESPP (See Note 14), and Private Warrants (See Note 10) using the Black-Scholes option pricing model on the respective grant dates. We re-value the Private Warrants and any stock options with a cash-settlement feature each period end. Since our stock price history as a publicly traded company is shorter in duration than the expected lives of our options (other than ESPP), we use a peer group to assess volatility. We have not paid and do not currently anticipate paying a cash dividend on our common stock, so we have set the expected annual dividend yield to zero for all calculations. We used risk-free rates equal to the U.S. Treasury yield curves in effect as of each valuation date for durations equal to the expected lives of each instrument. We use the simplified method under Staff Accounting Bulletin Topic 14, defined as the mid-point between the vesting period and the contractual term for each option, to determine the expected lives of stock options and we use the remaining contractual life of the warrants as their expected life.
The following table sets forth the calculated fair values and the associated ranges of values we used for period remeasurement and for new grants in our Black Scholes calculations for stock options, other than ESPP.
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March 31, |
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Three Months Ended March 31, |
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2023 |
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2023 |
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2022 |
Share prices of our common stock |
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$ |
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$ |
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$ |
Expected volatilities |
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Risk-free rates of return |
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Expected option terms (years) |
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Calculated option values |
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$ |
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$ |
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$ |
The following table sets forth the fair values we calculated and the inputs we used in our Black Scholes models for Private Warrants.
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March 31, |
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December 31, |
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2023 |
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2022 |
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Share prices of our common stock |
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$ |
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$ |
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Expected volatilities |
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% |
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% |
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Risk-free rates of return |
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% |
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% |
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Expected warrant term (years) |
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||
Calculated Private Warrant values |
|
$ |
|
|
$ |
|
||
8
Note 3. Restricted Cash
Restricted cash consists of cash with legal restrictions on its use. We have presented restricted cash separately from cash and cash equivalents as follows:
|
|
March 31, |
|
|
December 31, |
|
||
(in thousands) |
|
2023 |
|
|
2022 |
|
||
Restricted cash, current: |
|
|
|
|
|
|
||
Senior Secured Term Loan collateral reserve |
|
$ |
|
|
$ |
|
||
Subordinated Term Loan repayment escrow |
|
|
|
|
|
|
||
Total restricted cash, current |
|
$ |
|
|
$ |
|
||
Restricted cash, noncurrent |
|
|
|
|
|
|
||
Senior Secured Term Loan interest reserve |
|
$ |
|
|
$ |
|
||
New Market Tax Credit deposits |
|
|
|
|
|
|
||
Total restricted cash, noncurrent |
|
$ |
|
|
$ |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Total cash and cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
||
Senior Secured Term Loan collateral reserve represents the balance held in a restricted account until certain lender releases were obtained, as required by our Senior Secured Term Loan (see Note 11). We obtained these releases on April 28, 2023 and moved this cash to our unrestricted bank accounts as of that date.
Subordinated Term Loan repayment escrow represents the balance held in escrow for the repayment of the remaining balance of our Subordinated Term Loan (see Note 11). On April 17, 2023, this escrow balance was applied against the Subordinated Term Loan outstanding balance and the debt was extinguished.
Senior Secured Term Loan interest reserve represents the balance held in a restricted account for the payment of interest as it becomes due under the Senior Secured Term Loan.
New Market Tax Credit deposits represent deposits required under our New Markets Tax Credit (See Note 11) arrangements for future interest and expense payments.
Note 4. Inventories, net
Inventories, net consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||
(in thousands) |
|
2023 |
|
|
2022 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods and related items |
|
|
|
|
|
|
||
Total inventories, net |
|
$ |
|
|
$ |
|
||
At March 31, 2023 and December 31, 2022, finished goods and related items included $
9
Note 5. Property, Plant and Equipment, net
Property, plant and equipment, net, consisted of the following:
|
|
|
|
March 31, |
|
|
December 31, |
|
||
(in thousands) |
|
Estimated Useful Life (Years) |
|
2023 |
|
|
2022 |
|
||
Land and improvements |
|
|
$ |
|
|
$ |
|
|||
Leasehold improvements |
|
|
|
|
|
|
|
|||
Buildings |
|
|
|
|
|
|
|
|||
Machinery and equipment |
|
|||||||||