Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Feb. 28, 2014 | Jun. 28, 2013 |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'AMYRIS, INC. | ' | ' |
Entity Central Index Key | '0001365916 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 76,802,434 | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $107.70 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $6,868 | $30,592 |
Short-term investments | 1,428 | 97 |
Accounts receivable, net of allowance of $479 and $481, respectively | 7,734 | 3,846 |
Related party accounts receivable | 484 | 0 |
Inventories, net | 10,888 | 6,034 |
Prepaid expenses and other current assets | 9,518 | 8,925 |
Total current assets | 36,920 | 49,494 |
Property, plant and equipment, net | 140,591 | 163,121 |
Restricted cash | 1,648 | 955 |
Other assets | 10,585 | 20,112 |
Goodwill and intangible assets | 9,120 | 9,152 |
Total assets | 198,864 | 242,834 |
Current liabilities: | ' | ' |
Accounts payable | 6,512 | 15,392 |
Deferred revenue | 2,222 | 1,333 |
Accrued and other current liabilities | 21,221 | 24,410 |
Capital lease obligation, current portion | 956 | 1,366 |
Debt, current portion | 6,391 | 3,325 |
Total current liabilities | 37,302 | 45,826 |
Capital lease obligation, net of current portion | 287 | 1,244 |
Long-term debt, net of current portion | 56,172 | 61,806 |
Related party debt | 89,499 | 39,033 |
Deferred rent, net of current portion | 10,191 | 8,508 |
Deferred revenue, net of current portion | 5,000 | 4,255 |
Derivative liability | 134,717 | 9,261 |
Other liabilities | 1,544 | 6,672 |
Total liabilities | 334,712 | 176,605 |
Commitments and contingencies (Note 6) | ' | ' |
Stockholders’ equity (deficit): | ' | ' |
Preferred stock - $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock - $0.0001 par value, 200,000,000 and 100,000,000 shares authorized as of December 31, 2013 and 2012; 76,662,812 and 68,709,660 shares issued and outstanding as of December 31, 2013 and 2012, respectively | 8 | 7 |
Additional paid-in capital | 706,253 | 666,233 |
Accumulated other comprehensive loss | -20,087 | -12,807 |
Accumulated deficit | -821,438 | -586,327 |
Total Amyris, Inc. stockholders’ equity (deficit) | -135,264 | 67,106 |
Noncontrolling interest | -584 | -877 |
Total stockholders' equity (deficit) | -135,848 | 66,229 |
Total liabilities and stockholders' equity (deficit) | $198,864 | $242,834 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for Doubtful Accounts | $479 | $481 |
Stockholders' Equity: | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 100,000,000 |
Common stock, shares issued | 76,662,812 | 68,709,660 |
Common Stock, Shares, Outstanding | 76,662,812 | 68,709,660 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenues | ' | ' | ' |
Renewable product sales | $14,428 | $10,802 | $763 |
Related party renewable product sales | 1,380 | 0 | 0 |
Ethanol and ethanol-blended gasoline | 0 | 38,836 | 129,074 |
Total product sales | 15,808 | 49,638 | 129,837 |
Grants and collaborations revenue | 22,664 | 14,281 | 17,154 |
Related party grants and collaborations revenue | 2,647 | 9,775 | 0 |
Total grants and collaborations revenue | 25,311 | 24,056 | 17,154 |
Total revenues | 41,119 | 73,694 | 146,991 |
Cost and operating expenses | ' | ' | ' |
Cost of products sold | 38,253 | 77,314 | 155,615 |
Loss on purchase commitments and write off of production assets | 9,366 | 45,854 | 0 |
Research and development | 56,065 | 73,630 | 87,317 |
Sales, general and administrative | 57,051 | 78,718 | 83,231 |
Total cost and operating expenses | 160,735 | 275,516 | 326,163 |
Loss from operations | -119,616 | -201,822 | -179,172 |
Other income (expense): | ' | ' | ' |
Interest income | 162 | 1,472 | 1,542 |
Interest expense | -9,107 | -4,926 | -1,543 |
Income (loss) from change in fair value of derivative instruments | -84,726 | 1,790 | 0 |
Income (loss) from extinguishment of debt | -19,914 | -920 | 0 |
Other income (expense), net | -2,553 | -646 | 214 |
Total other income (expense) | -116,138 | -3,230 | 213 |
Loss before income taxes | -235,754 | -205,052 | -178,959 |
Benefit (provision) for income taxes | 847 | -981 | -552 |
Net loss | -234,907 | -206,033 | -179,511 |
Net (income) loss attributable to noncontrolling interest | -204 | 894 | 641 |
Net loss attributable to Amyris, Inc. common stockholders | ($235,111) | ($205,139) | ($178,870) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | ($3.12) | ($3.62) | ($3.99) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted (in shares) | 75,472,770 | 56,717,869 | 44,799,056 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Comprehensive loss: | ' | ' | ' |
Net loss | ($234,907) | ($206,033) | ($179,511) |
Change in unrealized loss on investments | 0 | 0 | -5 |
Foreign currency translation adjustment, net of tax | -7,191 | -6,626 | -8,761 |
Total comprehensive loss | -242,098 | -212,659 | -188,277 |
Income (loss) attributable to noncontrolling interest | -204 | 894 | 641 |
Foreign currency translation adjustment attributable to noncontrolling interest | -89 | -257 | -30 |
Comprehensive loss attributable to Amyris, Inc. | ($242,391) | ($212,022) | ($187,666) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficit) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interest [Member] |
In Thousands, except Share data, unless otherwise specified | ||||||
Beginning Balance at Dec. 31, 2010 | $307,548 | $4 | $506,988 | ($202,318) | $2,872 | $2 |
Beginning Balance, shares at Dec. 31, 2010 | ' | 43,847,425 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options, net of restricted stock | 8,492 | 1 | 8,491 | ' | ' | ' |
Issuance of common stock upon exercise of stock options, net of restricted stock, shares | ' | 1,641,439 | ' | ' | ' | ' |
Issuance of common stock upon net exercise of warrants, shares | ' | 77,087 | ' | ' | ' | ' |
Issuance of common stock warrants in connection with equipment financing | 193 | ' | 193 | ' | ' | ' |
Issuance of common stock in connection with Draths business acquisition, shares | ' | 362,319 | ' | ' | ' | ' |
Issuance of common stock in connection with Draths business acquisition | 7,000 | ' | 7,000 | ' | ' | ' |
Shares issued from restricted stock unit settlement, shares | ' | 6,005 | ' | ' | ' | ' |
Fair value of assets and liabilities assigned to noncontrolling interest | 369 | ' | ' | ' | ' | 369 |
Repurchase of common stock | -5 | ' | -5 | ' | ' | ' |
Repurchase of common stock, shares | ' | -1,137 | ' | ' | ' | ' |
Stock-based compensation | ' | ' | 25,492 | ' | ' | ' |
Change in unrealized loss on investments | -5 | ' | ' | ' | -5 | ' |
Foreign currency translation adjustment, net of tax | -8,761 | ' | ' | ' | -8,791 | 30 |
Net loss | -179,511 | ' | ' | -178,870 | ' | -641 |
Ending Balance at Dec. 31, 2011 | 160,812 | 5 | 548,159 | -381,188 | -5,924 | -240 |
Ending Balance, shares at Dec. 31, 2011 | ' | 45,933,138 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options, net of restricted stock | 1,509 | ' | 1,509 | ' | ' | ' |
Issuance of common stock upon exercise of stock options, net of restricted stock, shares | ' | 1,441,676 | ' | ' | ' | ' |
Issuance of common stock warrants in connection with equipment financing | 0 | ' | ' | ' | ' | ' |
Stock issued during period | 89,682 | 2 | 89,680 | ' | ' | ' |
Stock issued during period, shares | ' | 21,040,717 | ' | ' | ' | ' |
Recovery of shares from Draths escrow | ' | -5,402 | ' | ' | ' | ' |
Shares issued from restricted stock unit settlement | -588 | ' | -588 | ' | ' | ' |
Shares issued from restricted stock unit settlement, shares | ' | 299,584 | ' | ' | ' | ' |
Repurchase of common stock | ' | ' | ' | ' | ' | ' |
Repurchase of common stock, shares | ' | -53 | ' | ' | ' | ' |
Stock-based compensation | 27,473 | ' | 27,473 | ' | ' | ' |
Change in unrealized loss on investments | 0 | ' | ' | ' | ' | ' |
Foreign currency translation adjustment, net of tax | -6,626 | ' | ' | ' | -6,883 | 257 |
Net loss | -206,033 | ' | ' | -205,139 | ' | -894 |
Ending Balance at Dec. 31, 2012 | 66,229 | 7 | 666,233 | -586,327 | -12,807 | -877 |
Ending Balance, shares at Dec. 31, 2012 | 68,709,660 | 68,709,660 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options, net of restricted stock | 1,489 | ' | 1,489 | ' | ' | ' |
Issuance of common stock upon exercise of stock options, net of restricted stock, shares | ' | 777,099 | ' | ' | ' | ' |
Issuance of common stock warrants in connection with equipment financing | 0 | ' | ' | ' | ' | ' |
Stock issued during period | 19,980 | 1 | 19,979 | ' | ' | ' |
Stock issued during period, shares | ' | 6,567,299 | ' | ' | ' | ' |
Shares issued from restricted stock unit settlement | -825 | ' | -825 | ' | ' | ' |
Shares issued from restricted stock unit settlement, shares | ' | 608,754 | ' | ' | ' | ' |
Issuance of common stock warrants in connection with issuance of convertible promissory note | 1,330,000 | ' | ' | ' | ' | ' |
Stock-based compensation | 18,047 | ' | 18,047 | ' | ' | ' |
Change in unrealized loss on investments | 0 | ' | ' | ' | ' | ' |
Foreign currency translation adjustment, net of tax | -7,191 | ' | ' | ' | -7,280 | 89 |
Net loss | -234,907 | ' | ' | -235,111 | ' | 204 |
Ending Balance at Dec. 31, 2013 | ($135,848) | $8 | $706,253 | ($821,438) | ($20,087) | ($584) |
Ending Balance, shares at Dec. 31, 2013 | 76,662,812 | 76,662,812 | ' | ' | ' | ' |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Deficit) (Parentheticals) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Stockholders' Equity [Abstract] | ' | ' |
Stock issuance costs | $21 | $392 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating activities | ' | ' | ' |
Net loss | ($234,907) | ($206,033) | ($179,511) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 16,639 | 14,570 | 11,077 |
Loss on disposal of property, plant and equipment | 176 | 370 | 52 |
Stock-based compensation | 18,047 | 27,473 | 25,492 |
Amortization of premium on investments | 0 | 0 | 630 |
Amortization of debt discount | 3,683 | 838 | 0 |
Loss on extinguishment of debt | 19,914 | 920 | 0 |
Provision for doubtful accounts | 0 | 236 | 245 |
Loss on purchase commitments and write off of production assets | 9,366 | 45,854 | 0 |
Change in fair value of derivative instruments | 84,726 | -1,764 | 0 |
Other noncash expenses | 211 | 159 | 40 |
Changes in assets and liabilities: | ' | ' | ' |
Accounts receivable | -4,365 | 2,837 | -1,975 |
Related party accounts receivable | -484 | 0 | 0 |
Inventories, net | -5,612 | 2,919 | -5,327 |
Prepaid expenses and other assets | -2,743 | 11,239 | -17,250 |
Accounts payable | -2,636 | -11,811 | 15,648 |
Accrued and other liabilities | -9,386 | -35,754 | 53,894 |
Derivative liability | 111 | 0 | 0 |
Deferred revenue | 1,634 | -1,648 | 5,542 |
Deferred rent | -233 | -1,277 | -1,053 |
Net cash used in operating activities | -105,859 | -150,872 | -92,496 |
Investing activities | ' | ' | ' |
Purchase of short-term investments | -2,795 | -8,334 | -67,556 |
Maturities of short-term investments | 1,281 | 0 | 105,000 |
Sales of short-term investments | 0 | 16,503 | 68,106 |
Change in restricted cash | -736 | -955 | 0 |
Payments for business acquisitions | 0 | 0 | -2,934 |
Acquisition of cash in noncontrolling interest | 0 | 0 | 344 |
Investment in unconsolidated joint venture | 0 | 0 | -83 |
Purchase of property, plant and equipment, net of disposals | -8,087 | -56,832 | -81,917 |
Deposits on property, plant and equipment | 0 | -26 | -15,107 |
Net cash provided by (used in) investing activities | -10,337 | -49,644 | 5,853 |
Financing activities | ' | ' | ' |
Proceeds from issuance of common stock, net of repurchases | 309 | 891 | 8,445 |
Proceeds from issuance of common stock in private placements, net of issuance costs | 19,980 | 84,682 | 0 |
Proceeds from equipment financing | 0 | 0 | 3,000 |
Principal payments on capital leases | -1,366 | -3,727 | -2,835 |
Proceeds from debt issued | 10,535 | 78,904 | 37,957 |
Proceeds from debt issued to related party | 65,000 | 30,000 | 0 |
Principal payments on debt | -3,277 | -52,633 | -5,018 |
Payments of offering costs in initial public offering | 0 | 0 | -497 |
Net cash provided by financing activities | 91,181 | 138,117 | 41,052 |
Effect of exchange rate changes on cash and cash equivalents | 1,291 | -2,712 | -1,766 |
Net decrease in cash and cash equivalents | -23,724 | -65,111 | -47,357 |
Cash and cash equivalents at beginning of period | 30,592 | 95,703 | 143,060 |
Cash and cash equivalents at end of period | 6,868 | 30,592 | 95,703 |
Supplemental disclosures of cash flow information: | ' | ' | ' |
Cash paid for interest | 2,978 | 3,399 | 1,412 |
Cash paid for income taxes, net of refunds | 0 | 0 | 0 |
Supplemental disclosures of noncash investing and financing activities: | ' | ' | ' |
Acquisitions of property, plant and equipment under accounts payable, accrued liabilities and notes payable | 2,261 | 2,538 | 3,177 |
Financing of equipment | 0 | 0 | 3,420 |
Warrants issued in connection with equipment financing | 0 | 0 | 193 |
Warrants issued in connection with issuance of convertible promissory notes | 1,330 | 0 | 0 |
Financing of insurance premium under notes payable | 425 | 0 | 0 |
Receivable of proceeds for options exercised | 355 | 0 | 0 |
Capitalized taxes in property, plant and equipment | -8,572 | 0 | 0 |
Debt issued related to an investment in joint venture | 68 | 0 | 0 |
Change in unrealized gain (loss) on investments | 0 | 0 | -5 |
Asset retirement obligation | 0 | 0 | 174 |
Issuance of common stock upon exercise of warrants | 0 | 0 | 3,554 |
Issuance of common stock related to business acquisition | 0 | 0 | 7,000 |
Conversion of other liability to related party debt | 0 | -23,300 | 0 |
Conversion of related party debt to common stock | 0 | 5,000 | 0 |
Transfer of property, plant and equipment to current assets | 0 | 0 | 886 |
Transfer of long term deposits to property, plant and equipment | 0 | 12,218 | 50 |
Acquisition of net assets in noncontrolling interest | $0 | $0 | $25 |
The_Company
The Company | 12 Months Ended | |
Dec. 31, 2013 | ||
The Company [Abstract] | ' | |
The Company | ' | |
The Company | ||
Amyris, Inc. (the “Company”) was incorporated in California on July 17, 2003 and reincorporated in Delaware on June 10, 2010 for the purpose of leveraging breakthroughs in synthetic biology to develop and provide renewable compounds for a variety of markets. The Company is currently building and applying its industrial synthetic biology platform to provide alternatives to select petroleum-sourced products used in specialty chemical and transportation fuel markets worldwide. The Company's first commercialization efforts have been focused on a renewable hydrocarbon molecule called farnesene (Biofene®), which forms the basis for a wide range of products varying from specialty chemical applications to transportation fuels, such as diesel. While the Company's platform is able to use a wide variety of feedstocks, the Company is focused initially on Brazilian sugarcane. In addition, the Company has entered into various contract manufacturing agreements to support commercial production. The Company has established two principal operating subsidiaries, Amyris Brasil Ltda. (formerly Amyris Brasil S.A., or Amyris Brasil) for production in Brazil, and Amyris Fuels, LLC (or Amyris Fuels). Nearly all of the Company's revenues through 2012 came from the sale of ethanol and reformulated ethanol-blended gasoline with substantially all of the remaining revenues coming from collaborations, government grants and sales of renewable products. In the third quarter of 2012, the Company transitioned out of the ethanol and reformulated ethanol-blended gasoline business. The Company does not expect to be able to replace much of the revenue lost in the near term as a result of this transition, while it continues its efforts to establish a renewable products business. | ||
The Company's renewable products business strategy is to focus on direct commercialization of specialty products while moving established commodity products into joint venture arrangements with leading industry partners. To commercialize its products, the Company must be successful in using its technology to manufacture its products at commercial scale and on an economically viable basis (i.e., low per unit production costs). The Company is building its experience producing renewable products at commercial scale. The Company's prospects are subject to risks, expenses and uncertainties frequently encountered by companies in this stage of development. | ||
The Company expects to fund its operations for the foreseeable future with cash and investments currently on hand, with cash inflows from collaboration and grant funding, cash contributions from product sales, and with new debt and equity financings. The Company's planned 2014 and 2015 working capital needs and its planned operating and capital expenditures are dependent on significant inflows of cash from existing collaboration partners and from funds under an existing convertible debt facility, as well as additional funding from new collaborations, and may also require additional funding from debt or equity financings. The Company will continue to need to fund its research and development and related activities and to provide working capital to fund production, storage, distribution and other aspects of its business. The Company's operating plan contemplates capital expenditures of approximately $9.0 million in 2014 and the Company expects to continue to incur costs in connection with its existing contract manufacturing arrangements. | ||
Liquidity | ||
The Company has incurred significant losses since its inception and believes that it will continue to incur losses and negative cash flow from operations into at least 2014. As of December 31, 2013, the Company had an accumulated deficit of $821.4 million and had cash, cash equivalents and short term investments of $8.3 million. The Company has significant outstanding debt and contractual obligations related to purchase commitments, as well as capital and operating leases. As of December 31, 2013, the Company's debt, net of discount of $27.9 million, totaled $152.1 million, of which $6.4 million matures within the next twelve months. In addition, the Company's debt agreements contain various covenants, including restrictions on the Company's business that could cause the Company to be at risk of defaults. Please refer to Note 5, “Debt” and Note 6, “Commitments and Contingencies” for further details regarding the Company's obligations and commitments. | ||
The Company’s operating plan for 2014 contemplates significant reduction in the Company’s net cash outflows, resulting from (i) revenue growth from sales of existing and new products with positive gross margins, (ii) reduced production costs compared to prior periods as a result of manufacturing and technical developments in 2013, (iii) cash inflows from collaborations consistent with levels achieved in 2013 and (iv) operating expenses maintained at reduced levels. | ||
In addition to cash contributions from product sales and debt and equity financings, the Company also depends on collaboration funding to support its operating expenses. While part of this funding is committed based on existing collaboration agreements, the Company will need to identify and obtain funding under additional collaborations that are not yet subject to any definitive agreement or are not yet identified. In addition, some of the Company’s existing collaboration funding is subject to achievement by the Company of milestones or other funding conditions. | ||
If the Company cannot secure sufficient collaboration funding to support its operating expenses in excess of cash contributions from product sales and existing debt and equity financings, it may need to issue additional preferred and/or discounted equity, agree to onerous covenants, grant further security interest in its assets, enter into collaboration and licensing arrangements that require it to relinquish commercial rights, or grant licenses on terms that are not favorable. If the Company fails to secure such funding, the Company could be forced to curtail its operations, which would have a material adverse effect on the Company's ability to continue with its business plans, and the Company's status as a going concern. | ||
If the Company is unable to raise additional financing, or if other expected sources of funding are delayed or not received, the Company would take the following actions as early as the second quarter of 2014 to support its liquidity needs through the remainder of 2014 and into 2015: | ||
• | Effect significant headcount reductions in the United States and in Brazil, particularly with respect to both general and administrative employees and other employees not connected to critical or contracted activities. | |
• | Shift its focus to existing products and customers with significantly reduced investment in new product and commercial development efforts. | |
• | Reduce its expenditures for third party contractors, including consultants, professional advisors and other vendors. | |
• | Suspend operations at its pilot plants and demonstration facilities. | |
• | Reduce or delay uncommitted capital expenditures, including non-essential lab equipment and information technology projects. | |
The contingency cash plan contemplating these actions is designed to save the Company an estimated $25.0 million to $35.0 million over the next twelve months. Implementing this plan could have a material negative impact on the Company's ability to continue its business as currently contemplated, including, without limitation, delays or failures in its ability to: | ||
• | Achieve planned production levels; | |
• | Develop and commercialize products within planned timelines or at planned scales; and | |
• | Continue other core activities. | |
Furthermore, any inability to scale-back operations as necessary, and any unexpected liquidity needs, could create pressure to implement more severe measures. Such measures could have a material adverse effect on the Company's ability to meet contractual requirements, including obligations to maintain manufacturing operations, and increase the severity of the consequences described above. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||
Summary of Significant Accounting Policies | ||||||||||||
Basis of Presentation | ||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions for Form 10-K and Regulations S-X. The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | ||||||||||||
Principles of Consolidations | ||||||||||||
The Company has interests in joint venture entities that are variable interest entities (“VIEs”). Determining whether to consolidate a variable interest entity requires judgment in assessing (i) whether an entity is a VIE and (ii) if the Company is the entity’s primary beneficiary and thus required to consolidate the entity. To determine if the Company is the primary beneficiary of a VIE, the Company evaluates whether it has (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company’s evaluation includes identification of significant activities and an assessment of its ability to direct those activities based on governance provisions and arrangements to provide or receive product and process technology, product supply, operations services, equity funding and financing and other applicable agreements and circumstances. The Company’s assessment of whether it is the primary beneficiary of its VIEs requires significant assumptions and judgment. | ||||||||||||
The consolidated financial statements of the Company include the accounts of Amyris, Inc., its subsidiaries and two consolidated VIEs with respect to which the Company is considered the primary beneficiary, after elimination of intercompany accounts and transactions. Disclosure regarding the Company’s participation in the VIEs is included in Note 7, " Joint Venture and Noncontrolling Interest." | ||||||||||||
Use of Estimates | ||||||||||||
In preparing the consolidated financial statements, management must make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||
Concentration of Credit Risk | ||||||||||||
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, short term investments and accounts receivable. The Company places its cash equivalents and investments with high credit quality financial institutions and, by policy, limits the amount of credit exposure with any one financial institution. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash and cash equivalents and short-term investments. | ||||||||||||
The Company performs ongoing credit evaluation of its customers, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary. | ||||||||||||
Customers representing 10% or greater of accounts receivable were as follows: | ||||||||||||
December 31, | ||||||||||||
Customers | 2013 | 2012 | ||||||||||
Customer B | 27 | % | * | |||||||||
Customer C | 14 | % | 44 | % | ||||||||
Customer D | * | 22 | % | |||||||||
Customer E | ** | 14 | % | |||||||||
Customer F | 27 | % | * | |||||||||
______________ | ||||||||||||
* No outstanding balance | ||||||||||||
** Less than 10% | ||||||||||||
Customers representing 10% or greater of revenues were as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
Customers | 2013 | 2012 | 2011 | |||||||||
Customer A | * | 13 | % | 11 | % | |||||||
Customer B | 15 | % | * | * | ||||||||
Customer C | 10 | % | ** | ** | ||||||||
Customer E | 20 | % | ** | ** | ||||||||
Customer F | 12 | % | ** | * | ||||||||
Customer G | * | ** | 14 | % | ||||||||
Customer H | ** | 13 | % | * | ||||||||
______________ | ||||||||||||
* Not a customer | ||||||||||||
** Less than 10% | ||||||||||||
Fair Value of Financial Instruments | ||||||||||||
The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Where available, fair value is based on or derived from observable market prices or other observable inputs. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. | ||||||||||||
The carrying amounts of certain financial instruments, such as cash equivalents, short term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The fair values of the notes payable, loan payable, convertible notes and credit facility are based on the present value of expected future cash flows and assumptions about current interest rates and the creditworthiness of the Company. | ||||||||||||
The Company estimate the fair value of the compound embedded derivatives for the convertible promissory notes to Total (refer to Note 5, "Debt" for further details) using the Monte Carlo simulation valuation model that combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, probability of a change of control and the trading information of the Company's common stock into which the notes are convertible. | ||||||||||||
The Company estimates the fair value of the compound embedded derivative for the Tranche I Notes using the binomial lattice model in order to estimate the fair value of the embedded derivative in the Tranche I convertible notes. A binomial lattice model generates two probable outcomes - one up and another down - arising at each point in time, starting from the date of valuation until the maturity date. A lattice model was initially used to determine if the convertible notes would be converted, called or held at each decision point. Within the lattice model, the following assumptions are made: (i) the convertible notes will be converted early if the conversion value is greater than the holding value; or (ii) the convertible notes will be called if the holding value is greater than both (a) redemption price and (b) the conversion value at the time. If the convertible notes are called, then the holder will maximize their value by finding the optimal decision between (1) redeeming at the redemption price and (2) converting the convertible notes. Using this lattice method, the Company fair valued the embedded derivatives using the "with-and-without method", where the fair value of the convertible notes including the embedded derivatives is defined as the "with", and the value of the convertible notes excluding the embedded derivatives is defined as the "without". This method estimates the fair value of the embedded derivative by looking at the difference in the fair values between the convertible notes with the embedded derivative and the fair value of the convertible notes without the embedded derivative. The lattice model uses the stock price, conversion rate, conversion price, maturity date, risk-free interest rate, estimated stock volatility and estimated credit spread. | ||||||||||||
Changes in the inputs into these valuation models have a significant impact in the estimated fair value of the embedded derivatives. For example, a decrease (increase) in the estimated credit spread for the Company results in an increase (decrease) in the estimated fair value of the embedded derivatives. Conversely, a decrease (increase) in the stock price results in a decrease (increase) in the estimated fair value of the embedded derivatives. The changes during 2013 in the fair value of the bifurcated compound embedded derivative is primarily related to the change in price of the Company's underlying common stock and is reflected in the consolidated statements of operations as “Income (loss) from change in fair value of derivative instruments.” | ||||||||||||
Cash and Cash Equivalents | ||||||||||||
All highly liquid investments purchased with an original maturity date of 90 days or less at the date of purchase are considered to be cash equivalents. Cash and cash equivalents consist of money market funds and certificates of deposit. | ||||||||||||
Accounts Receivable | ||||||||||||
The Company maintains an allowance for doubtful accounts receivable for estimated losses resulting from the inability of its customers to make required payments. The Company determines this allowance based on specific doubtful account identification and management judgment on estimated exposure. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues collection of the receivable. | ||||||||||||
Investments | ||||||||||||
Investments with original maturities greater than 90 days that mature less than 1 year from the consolidated balance sheet date are classified as short-term investments. The Company classifies investments as short-term or long-term based upon whether such assets are reasonably expected to be realized in cash or sold or consumed during the normal cycle of business. The Company invests its excess cash balances primarily in certificates of deposit. Certificates of deposits that have maturities greater than 90 days that mature less than one year from the consolidated balance sheet date are classified as short term investments. The Company classifies all of its investments as available-for-sale and records such assets at estimated fair value in the consolidated balance sheets, with unrealized gains and losses, if any, reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Debt securities are adjusted for amortization of premiums and accretion of discounts and such amortization and accretion are reported as a component of interest income. Realized gains and losses and declines in value that are considered to be other-than-temporary are recognized in the statements of operations. The cost of securities sold is determined on the specific identification method. There were no significant realized gains or losses from sales of debt securities during the years ended December 31, 2013, 2012 and 2011. As of December 31, 2013 and 2012, the Company did not have any other-than-temporary declines in the fair value of its debt securities. | ||||||||||||
Restricted Cash | ||||||||||||
Cash accounts that are restricted to withdrawal or usage are presented as restricted cash. As of December 31, 2013 and 2012, the Company had $1.6 million and $1.0 million, respectively, of restricted cash held by a bank in a certificate of deposit as collateral under a facility lease and bank guarantees. | ||||||||||||
Inventories | ||||||||||||
Inventories, which consist of farnesene-derived products, as well as ethanol and reformulated ethanol-blended gasoline, are stated at the lower of cost or market and categorized as finished goods, work-in-process or raw material inventories. During the quarter ended September 30, 2012, the Company sold its remaining inventory of ethanol and reformulated ethanol-blended gasoline as it transitioned out of this business. The Company evaluates the recoverability of its inventories based on assumptions about expected demand and net realizable value. If the Company determines that the cost of inventories exceeds its estimated net realizable value, the Company records a write-down equal to the difference between the cost of inventories and the estimated net realizable value. If actual net realizable values are less favorable than those projected by management, additional inventory write-downs may be required that could negatively impact the Company's operating results. If actual net realizable values are more favorable, the Company may have favorable operating results when products that have been previously written down are sold in the normal course of business. The Company also evaluates the terms of its agreements with its suppliers and establishes accruals for estimated losses on adverse purchase commitments as necessary, applying the same lower of cost or market approach that is used to value inventory. Cost is computed on a first-in, first-out basis. Inventory costs include transportation costs incurred in bringing the inventory to its existing location. | ||||||||||||
Derivative Instruments | ||||||||||||
The Company makes limited use of derivative instruments, which includes currency interest rate swap agreements to manage the Company's exposure to foreign currency exchange rate fluctuations and interest rate fluctuations related to the Company's Banco Pine S.A. loan (discussed below under Note 5, "Debt"). Through the third quarter of 2012, the Company held futures positions on the New York Mercantile Exchange and the CME/Chicago Board of Trade to mitigate the risks related to the price volatility of ethanol and reformulated ethanol-blended gasoline but, as of September 30, 2012, the Company had transitioned out of that business and no longer held such derivative instruments. The Company does not engage in speculative derivative activities, and the purpose of its activity in derivative commodity instruments is to manage the financial risk posed by physical transactions and inventory. Changes in the fair value of the derivative contracts are recognized immediately in the consolidated statements of operations. | ||||||||||||
Embedded Derivatives Related to Convertible Notes | ||||||||||||
Embedded derivatives that are required to be bifurcated from the underlying debt instrument (i.e. host) are accounted for and valued as a separate financial instrument. The Company evaluated the terms and features of the convertible notes payable and identified compound embedded derivatives (a conversion option that contains a “make-whole interest” provision and down round conversion price adjustment provisions) requiring bifurcation and accounting at fair value because the economic and contractual characteristics of the embedded derivatives met the criteria for bifurcation and separate accounting due to the conversion option containing a “make-whole interest” provision, that requires cash payment for forgone interest upon a change of control and down round conversion price adjustment provisions. | ||||||||||||
Asset Retirement Obligations | ||||||||||||
The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. In addition, asset retirement cost is added to the carrying amount of the associated asset and this additional carrying amount is amortized over the life of the asset. The Company’s asset retirement obligations were associated with its commitment to return property subject to an operating lease in Brazil to its original condition upon lease termination. In October 2012, this operating lease was amended which included an amendment to the terms of restitution of the property under lease. As a result of this amendment, the Company no longer has asset retirement obligations and therefore reversed the previously accrued liabilities. | ||||||||||||
As of December 31, 2013 and 2012, the Company had no asset retirement obligations. The related leasehold improvements are being amortized to depreciation expense over the term of the lease or the useful life of the assets, whichever is shorter. Related amortization expense was zero, $0.2 million, and $0.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||
The change in the asset retirement obligation is summarized below (in thousands): | ||||||||||||
Balance at December 31, 2010 | $ | 984 | ||||||||||
Additions | 166 | |||||||||||
Foreign currency impacts and other adjustments | (133 | ) | ||||||||||
Accretion expenses recorded during the period | 112 | |||||||||||
Balance at December 31, 2011 | $ | 1,129 | ||||||||||
Additions | — | |||||||||||
Foreign currency impacts and other adjustments | (98 | ) | ||||||||||
Accretion expenses recorded during the period | 91 | |||||||||||
Reversals | (1,122 | ) | ||||||||||
Balance at December 31, 2012 | $ | — | ||||||||||
Property, Plant and Equipment, net | ||||||||||||
Property, plant and equipment, net are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. | ||||||||||||
Depreciation and amortization periods for the Company’s property, plant and equipment are as follows: | ||||||||||||
Machinery and equipment | 7-15 years | |||||||||||
Buildings | 15 years | |||||||||||
Computers and software | 3-5 years | |||||||||||
Furniture and office equipment | 5 years | |||||||||||
Vehicles | 5 years | |||||||||||
Buildings and leasehold improvements are amortized on a straight-line basis over the terms of the lease, or the useful life of the assets, whichever is shorter. | ||||||||||||
Computers and software includes internal-use software that is acquired to meet the Company’s needs. Amortization commences when the software is ready for its intended use and the amortization period is the estimated useful life of the software, generally 3 to 5 years. Capitalized costs primarily include contract labor and payroll costs of the individuals dedicated to the installation of internal-use software. | ||||||||||||
Impairment of Long-Lived Assets | ||||||||||||
Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or the estimated useful life is no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to their estimated fair values. Fair value is estimated based on discounted future cash flows. There were $7.7 million, $6.4 million and zero, respectively, of impairment charges recorded during the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||
Goodwill and Intangible Assets | ||||||||||||
Goodwill represents the excess of the cost over the fair value of net assets acquired from business combinations. Intangible assets are comprised primarily of in-process research and development (or IPR&D). The Company makes significant judgments in relation to the valuation of goodwill and intangible assets resulting from business combinations. | ||||||||||||
There are several methods that can be used to determine the estimated fair value of the IPR&D acquired in a business combination. We used the "income method," which applies a probability weighting that considers the risk of development and commercialization, to the estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, pricing of similar products, and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets will be amortized over the remaining useful life or written off, as appropriate. | ||||||||||||
Goodwill and intangible assets with indefinite lives are assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstance warrant such a review. When required, a comparison of fair value to the carrying amount of assets is performed to determine the amount of any impairment. | ||||||||||||
The Company evaluates its intangible assets with finite lives for indications of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Intangible assets consist of purchased licenses and permits and are amortized on a straight-line basis over their estimated useful lives. Amortization of intangible assets was zero, $0.4 million and $0.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the Company's overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the intangible asset may be impaired, we make an assessment of the recoverability of the net carrying value of the asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated undiscounted future cash flows of the technology over the remaining amortization period, we reduce the net carrying value of the related intangible asset to fair value and may adjust the remaining amortization period. Any such impairment charge could be significant and could have a material adverse effect on the Company's reported financial results. The Company has not recognized any impairment charges on its intangible assets through December 31, 2013. | ||||||||||||
In-Process Research and Development | ||||||||||||
During 2011, the Company recorded IPR&D of $8.6 million related to the acquisition of Draths. Amounts recorded as IPR&D will begin being amortized upon first sales of the product over the estimated useful life of the technology. In accordance with authoritative guidance, as the technology has not yet been proven, the amortization of the acquired IPR&D has not begun. The Company estimates that it could take up to three years before it will have viable products resulting from the acquired technology. | ||||||||||||
Noncontrolling Interest | ||||||||||||
Changes in noncontrolling interest ownership that do not result in a change of control and where there is a difference between fair value and carrying value are accounted for as equity transactions. In April 2010, the Company entered into a joint venture with São Martinho S.A. (or SMSA), a legal successor by spin-off of Usina São Martinho S.A. The carrying value of the noncontrolling interest from this joint venture is recorded in the equity section of the consolidated balance sheets (see Note 7, "Joint Venture and Noncontrolling Interest"). In January 2011, the Company entered into a production service agreement with Glycotech, Inc. (or Glycotech). The Company has determined that the arrangement with Glycotech qualifies as a VIE. The Company determined that it is the primary beneficiary. The carrying value of the noncontrolling interest from this VIE is recorded in the equity section of the consolidated balance sheets (see Note 7, "Joint Venture and Noncontrolling Interest"). | ||||||||||||
Revenue Recognition | ||||||||||||
The Company recognizes revenue from the sale of farnesene-derived products, delivery of research and development services, and from governmental grants. Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectibility is reasonably assured. | ||||||||||||
If sales arrangements contain multiple elements, the Company evaluates whether the components of each arrangement represent separate units of accounting. | ||||||||||||
Product Sales | ||||||||||||
Beginning in the second quarter of 2011, the Company began to sell farnesene-derived products, which were produced by contracted third parties. Through the third quarter of 2012, the Company also sold ethanol and reformulated ethanol-blended gasoline under short-term agreements at prevailing market prices. As of September 30, 2012, the Company had transitioned out of that business. Ethanol and reformulated ethanol-blended gasoline sales consisted of sales to customers through purchases from third-party suppliers in which the Company took physical control of the ethanol and reformulated ethanol-blended gasoline and accepted risk of loss. The Company's renewable product sales do not include rights of return. Returns are only accepted if the product does not meet product specifications and such nonconformity is communicated to the Company within a set number of days of delivery. The Company offers a two year standard warranty provision for squalane products sold after March 31, 2012, if the products do not meet Company-established criteria as set forth in the Company's trade terms. The Company bases its return reserve on a combination of historical rate of return for the Company's squalane products and historical returns for companies in the cosmetics industry since the Company did not have a full two years of historical return data. Revenues are recognized, net of discounts and allowances, once passage of title and risk of loss has occurred and contractually specified acceptance criteria have been met, provided all other revenue recognition criteria have also been met. | ||||||||||||
Grants and Collaborative Revenue | ||||||||||||
Revenue from collaborative research services is recognized as the services are performed consistent with the performance requirements of the contract. In cases where the planned levels of research services fluctuate over the research term, the Company recognizes revenue using the proportionate performance method based upon actual efforts to date relative to the amount of expected effort to be incurred by the Company. When up-front payments are received and the planned levels of research services do not fluctuate over the research term, revenue is recorded on a ratable basis over the arrangement term, up to the amount of cash received. When up-front payments are received and the planned levels of research services fluctuate over the research term, revenue is recorded using the proportionate performance method, up to the amount of cash received. Where arrangements include milestones that are determined to be substantive and at risk at the inception of the arrangement, revenue is recognized upon achievement of the milestone and is limited to those amounts whereby collectibility is reasonably assured. | ||||||||||||
Government grants are agreements that generally provide cost reimbursement for certain types of expenditures in return for research and development activities over a contractually defined period. Revenues from government grants are recognized in the period during which the related costs are incurred, provided that the conditions under which the government grants were provided have been met and only perfunctory obligations are outstanding. Under the Defense Advanced Research Projects Agency (or DARPA) contract signed in June 2012, the Company received funding based on achievement of program milestones. Accordingly, the Company recognized revenue using the proportionate performance method based upon actual efforts to date relative to the amount of expected effort to be incurred, up to the amount of verified payable milestones. | ||||||||||||
Cost of Products Sold | ||||||||||||
Cost of products sold includes production costs of farnesene-derived products, which include cost of raw materials, amounts paid to contract manufacturers and period costs including inventory write-downs resulting from applying lower-of-cost-or-market inventory valuation. Cost of farnesene-derived products sold also includes certain costs related to the scale-up in production of such products. Through the third quarter of 2012, cost of products sold consisted primarily of cost of purchased ethanol and reformulated ethanol-blended gasoline, terminal fees paid for storage and handling, transportation costs between terminals and changes in the fair value of derivative commodity instruments. The Company transitioned out of its ethanol and gasoline business in the quarter ended September 30, 2012. | ||||||||||||
Shipping and handling costs charged to customers are recorded as revenues. Shipping costs are included in cost of products sold. Such charges were not significant in any of the periods presented. | ||||||||||||
Costs of Start-Up Activities | ||||||||||||
Start-up activities are defined as those one-time activities related to opening a new facility, introducing a new product or service, conducting business in a new territory, conducting business with a new class of customer or beneficiary, initiating a new process in an existing facility, commencing some new operation or activities related to organizing a new entity. All the costs associated with start-up activities related to a potential facility are expensed and recorded within selling, general and administrative expenses until the facility is considered viable by management, at which time costs would be considered for capitalization based on authoritative accounting literature. | ||||||||||||
Research and Development | ||||||||||||
Research and development costs are expensed as incurred and include costs associated with research performed pursuant to collaborative agreements and government grants. Research and development costs consist of direct and indirect internal costs related to specific projects as well as fees paid to others that conduct certain research activities on the Company’s behalf. | ||||||||||||
Debt Extinguishment | ||||||||||||
The Company accounts for the income or loss from extinguishment of debt in accordance with ASC 470, "Debt", which indicates that for all extinguishment of debt, the difference between the reacquisition price and the net carrying amount of the debt being extinguished should be recognized as gain or loss when the debt is extinguished. The gain or loss from debt extinguishment is recorded in the consolidated statements of operations under "other income (expense)" as "income (loss) from extinguishment of debt". | ||||||||||||
Income Taxes | ||||||||||||
The Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax basis of the Company’s assets and liabilities and their financial statement reported amounts. In addition, deferred tax assets are recorded for the future benefit of utilizing net operating losses and research and development credit carryforwards. A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized. | ||||||||||||
The Company recognizes and measures uncertain tax positions in accordance with Income Taxes subtopic 05-6 of ASC 740, which prescribes a recognition threshold and measurement process for recording uncertain tax positions taken, or expected to be taken in a tax return, in the consolidated financial statements. Additionally, the guidance also prescribes treatment for the derecognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. The Company accrues for the estimated amount of taxes for uncertain tax positions if it is more likely than not that the Company would be required to pay such additional taxes. An uncertain tax position will not be recognized if it has a less than 50% likelihood of being sustained. | ||||||||||||
Currency Translation | ||||||||||||
The Company consider the local currency to be the functional currency of the Company’s wholly-owned subsidiary in Brazil and of the Company's joint venture. Accordingly, asset and liability accounts of those operations are translated into United States dollars using the current exchange rate in effect at the balance sheet date and equity accounts are translated into United States dollars using historical rates. The revenues and expenses are translated using the exchange rates in effect when the transactions occur. Gains and losses from foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in the consolidated balance sheets. | ||||||||||||
Stock-Based Compensation | ||||||||||||
The Company accounts for stock-based compensation arrangements with employees using a fair value method which requires the recognition of compensation expense for costs related to all stock-based payments including stock options. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant using an option pricing model. The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted, which is expensed on a straight-line basis over the vesting period. The Company accounts for restricted stock unit awards issued to employees based on the fair market value of the Company’s common stock. | ||||||||||||
The Company accounts for stock options issued to nonemployees based on the estimated fair value of the awards using the Black-Scholes option pricing model. The Company accounts for restricted stock units issued to nonemployees based on the fair market value of the Company’s common stock. The measurement of stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest, and the resulting change in value, if any, is recognized in the Company’s consolidated statements of operations during the period the related services are rendered. | ||||||||||||
Comprehensive Income (Loss) | ||||||||||||
Comprehensive income (loss) represents all changes in stockholders’ equity (deficit) except those resulting from investments or contributions by stockholders. The Company’s foreign currency translation adjustments represent the components of comprehensive income (loss) excluded from the Company’s net loss and have been disclosed in the consolidated statements of comprehensive loss for all periods presented. | ||||||||||||
The components of accumulated other comprehensive loss are as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Foreign currency translation adjustment, net of tax | $ | (20,087 | ) | $ | (12,807 | ) | ||||||
Total accumulated other comprehensive loss | $ | (20,087 | ) | $ | (12,807 | ) | ||||||
Net Loss Attributable to Common Stockholders and Net Loss per Share | ||||||||||||
The Company computes net loss per share in accordance with ASC 260, “Earnings per Share.” Basic net loss per share of common stock is computed by dividing the Company’s net loss attributable to Amyris, Inc. common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is computed by giving effect to all potentially dilutive securities, including stock options, restricted stock units, common stock warrants, using the treasury stock method or the as converted method, as applicable. For all periods presented, basic net loss per share was the same as diluted net loss per share because the inclusion of all potentially dilutive securities outstanding was anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss are the same for each period presented. | ||||||||||||
The following table presents the calculation of basic and diluted net loss per share of common stock attributable to Amyris, Inc. common stockholders (in thousands, except share and per share amounts): | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Net loss attributable to Amyris, Inc. common stockholders | $ | (235,111 | ) | $ | (205,139 | ) | $ | (178,870 | ) | |||
Denominator: | ||||||||||||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted | 75,472,770 | 56,717,869 | 44,799,056 | |||||||||
Net loss per share attributable to common stockholders, basic and diluted | $ | (3.12 | ) | $ | (3.62 | ) | $ | (3.99 | ) | |||
The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Period-end stock options to purchase common stock | 8,409,605 | 8,946,592 | 8,377,016 | |||||||||
Convertible promissory notes (1) | 42,905,005 | 10,370,391 | — | |||||||||
Period-end common stock subject to repurchase | — | 51 | 7,929 | |||||||||
Period-end common stock warrants | 1,021,087 | 21,087 | 26,223 | |||||||||
Period-end restricted stock units | 2,316,437 | 2,550,799 | 375,189 | |||||||||
Total | 54,652,134 | 21,888,920 | 8,786,357 | |||||||||
______________ | ||||||||||||
(1) | The potentially dilutive effect of convertible promissory notes were computed based on conversion ratios in effect as of December 31, 2013. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price if certain condition fails to occur, which could potentially increase the dilutive shares outstanding. | |||||||||||
Recent Accounting Pronouncements | ||||||||||||
In December 2011, the International Accounting Standards Board and the FASB issued common disclosure requirements that are intended to enhance comparability between financial statements prepared on the basis of GAAP and those prepared in accordance with International Financial Reporting Standards. In January 2013, the FASB issued an accounting standard update to limit the scope of the new balance sheet offsetting disclosures to derivative instruments, repurchase agreements, and securities lending transactions to the extent that they are offset in the financial statement or subject to an enforceable master netting arrangement or similar arrangement. While this guidance does not change existing offsetting criteria in GAAP or the permitted balance sheet presentation for items meeting the criteria, it requires an entity to disclose both net and gross information about assets and liabilities that have been offset and the related arrangements. Required disclosures under this new guidance should be provided retrospectively for all comparative periods presented. This new guidance is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those years. The adoption of this guidance did not have a material effect on the Company's consolidated financial statements. | ||||||||||||
In July 2012, the FASB issued an amended accounting standard update to simplify how entities test indefinite-lived intangible assets for impairment which improve consistency in impairment testing requirements among long-lived asset categories. The amended guidance permits an assessment of qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. For assets in which this assessment concludes it is more likely than not that the fair value is more than its carrying value, then the amended guidance eliminates the requirement to perform quantitative impairment testing as outlined in the previously issued standards. The amended guidance is effective for fiscal years beginning after September 15, 2012 and early adoption was permitted. The adoption of the amended guidance did not have an impact on the Company's consolidated financial statements. | ||||||||||||
In February 2013, in connection with the accounting standard related to the presentation of the Statement of Comprehensive Income, the FASB issued an accounting standard update to improve the reporting of reclassifications out of accumulated other comprehensive income of various components. This guidance requires companies to present either parenthetically on the face of the financial statements or in the notes, significant amounts reclassified from each component of accumulated other comprehensive income and the income statement line items affected by the reclassification. This standard is effective for interim periods and fiscal years beginning after December 15, 2012. The adoption of this guidance did not have a material effect the Company's consolidated financial statements. | ||||||||||||
In July 2013, the FASB issued an amended accounting standard update on the financial statement presentation of unrecognized tax benefits. The amended guidance provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The new guidance becomes effective for the Company on January 1, 2014 and will be applied prospectively to unrecognized tax benefits that exist at the effective date with retrospective applications permitted. The Company's current presentation of unrecognized tax benefits conforms with the amended guidance. Accordingly, there will be no impact to the Company resulting from the guidance. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||
The inputs to the valuation techniques used to measure fair value are classified into the following categories: | ||||||||||||||||
Level 1: Quoted market prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. | ||||||||||||||||
Level 3: Unobservable inputs that are not corroborated by market data. | ||||||||||||||||
As of December 31, 2013, the Company’s financial assets and financial liabilities are presented below at fair value and were classified within the fair value hierarchy as follows (in thousands): | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Balance as of December 31, 2013 | |||||||||||||
Financial Assets | ||||||||||||||||
Money market funds | $ | 398 | $ | — | $ | — | $ | 398 | ||||||||
Certificates of deposit | 1,428 | — | — | 1,428 | ||||||||||||
Total financial assets | $ | 1,826 | $ | — | $ | — | $ | 1,826 | ||||||||
Financial Liabilities | ||||||||||||||||
Loans payable | $ | — | $ | 18,491 | $ | — | $ | 18,491 | ||||||||
Credit facilities | — | 7,571 | — | 7,571 | ||||||||||||
Convertible notes | — | — | 131,952 | 131,952 | ||||||||||||
Compound embedded derivative liability | — | — | 131,117 | 131,117 | ||||||||||||
Currency interest rate swap derivative liability | — | 3,600 | — | 3,600 | ||||||||||||
Total financial liabilities | $ | — | $ | 29,662 | $ | 263,069 | $ | 292,731 | ||||||||
The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The fair values of money market funds are based on fair values of identical assets. The fair values of the loans payable, convertible notes, credit facilities and currency interest rate swaps are based on the present value of expected future cash flows and assumptions about current interest rates and the creditworthiness of the Company. Market risk associated with the fixed and variable rate long-term debt relates to the potential reduction in fair value and negative impact to future earnings, respectively, from an increase in interest rates. | ||||||||||||||||
The carrying amounts of certain financial instruments, such as cash equivalents, short term investments, accounts receivable, accounts payable, accrued liabilities and notes payable, approximate fair value due to their relatively short maturities, and low market interest rates, if applicable. The fair values of the loans payable, convertible notes and credit facilities are based on the present value of expected future cash flows and assumptions about current interest rates and the creditworthiness of the Company. | ||||||||||||||||
The Company’s financial assets and financial liabilities as of December 31, 2012 are presented below at fair value and were classified within the fair value hierarchy as follows (in thousands): | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Balance as of December 31, 2012 | |||||||||||||
Financial Assets | ||||||||||||||||
Money market funds | $ | 15,847 | $ | — | $ | — | $ | 15,847 | ||||||||
Certificates of deposit | 757 | — | — | 757 | ||||||||||||
Total financial assets | 16,604 | $ | — | $ | — | $ | 16,604 | |||||||||
Financial Liabilities | ||||||||||||||||
Notes payable | $ | — | $ | 1,676 | $ | — | $ | 1,676 | ||||||||
Loans payable | — | 20,707 | — | 20,707 | ||||||||||||
Credit facilities | — | 11,503 | — | 11,503 | ||||||||||||
Convertible notes | — | — | 62,522 | 62,522 | ||||||||||||
Compound embedded derivative liability | — | — | 7,894 | 7,894 | ||||||||||||
Currency interest rate swap derivative liability | — | 1,367 | — | 1,367 | ||||||||||||
Total financial liabilities | $ | — | $ | 35,253 | $ | 70,416 | $ | 105,669 | ||||||||
The following table provides a reconciliation of the beginning and ending balances for the convertible notes measured at fair value using significant unobservable inputs (Level 3) (in thousands): | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Balance at January 1 | $ | 62,522 | $ | — | ||||||||||||
Additions to convertible notes | 72,570 | 73,300 | ||||||||||||||
Change in fair value of convertible notes | (3,140 | ) | (10,778 | ) | ||||||||||||
Balance at December 31 | $ | 131,952 | $ | 62,522 | ||||||||||||
Derivative Instruments | ||||||||||||||||
The following table provides a reconciliation of the beginning and ending balances for the compound embedded derivative liability measured at fair value using significant unobservable inputs (Level 3) (in thousands): | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Balance at January 1 | $ | 7,894 | $ | — | ||||||||||||
Transfers in to Level 3 net of cancellation (1) | 40,901 | 11,025 | ||||||||||||||
Total (income) loss from change in fair value of derivative liability | 82,322 | (3,131 | ) | |||||||||||||
Balance at December 31 | $ | 131,117 | $ | 7,894 | ||||||||||||
______________ | ||||||||||||||||
(1) Includes $0.8 million removal of derivative liability related to debt extinguishment. | ||||||||||||||||
The compound embedded derivative liability, represents the fair value of the equity conversion option and a "make-whole" provision of outstanding Total and Tranche I convertible promissory notes (see Note 5, "Debt"). There is no current observable market for this type of derivative and, as such, the Company determined the fair value of the embedded derivative using a Monte Carlo simulation valuation model for the Total Notes and the binomial lattice model for the Tranche I Notes. A Monte Carlo simulation valuation model combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, probability of a change of control and the trading information of the Company's common stock into which the notes are convertible. A binomial lattice model generates two probable outcomes - one up and another down - arising at each point in time, starting from the date of valuation until the maturity date. A lattice model was initially used to determine if the convertible notes would be converted, called or held at each decision point. Within the lattice model, the following assumptions are made: (i) the convertible notes will be converted early if the conversion value is greater than the holding value; or (ii) the convertible notes will be called if the holding value is greater than both (a) redemption price and (b) the conversion value at the time. If the convertible notes are called, then the holder will maximize their value by finding the optimal decision between (1) redeeming at the redemption price and (2) converting the convertible notes. Using this lattice method, the Company valued the embedded derivative using the "with-and-without method", where the fair value of the convertible notes including the embedded derivative is defined as the "with", and the fair value of the convertible notes excluding the embedded derivative is defined as the "without". This method estimates the fair value of the embedded derivative by looking at the difference in the values between the convertible notes with the embedded derivative and the fair value of the convertible notes without the embedded derivative. The lattice model uses the stock price, conversion price, maturity date, risk-free interest rate, estimated stock volatility and estimated credit spread. The Company marks the compound embedded derivative to market due to the conversion price not being indexed to the Company's own stock. Except for the "make-whole interest" provision included in the conversion option, which is only required to be settled in cash upon a change of control at the noteholder's option, the compound embedded derivative will be settled in either cash or shares. As of December 31, 2013, the Company has sufficient common stock available to settle the conversion option in shares.As of December 31, 2013 and 2012, included in Derivative Liability on the consolidated balance sheet is the Company's compound embedded derivative liability of $131.1 million and $7.9 million, respectively, which represents the fair value of the equity conversion option and a "make-whole" provision relating to the outstanding senior secured convertible promissory notes issued to Total as described above. | ||||||||||||||||
In June 2012, the Company entered into a loan agreement with Banco Pine S.A. (or Banco Pine) under which Banco Pine provided the Company with a short term loan (referred to as the Banco Pine Bridge Loan) (see Note 5, "Debt"). At the time of the Bridge Loan, the Company also entered into a currency interest rate swap arrangement with Banco Pine with respect to the repayment of R$22.0 million (approximately US$9.4 million based on the exchange rate as of December 31, 2013). The swap arrangement exchanges the principal and interest payments under the Banco Pine loan of R$22.0 million entered into in July 2012 for alternative principal and interest payments that are subject to adjustment based on fluctuations in the foreign exchange rate between the U.S. dollar and Brazilian real. The swap has a fixed interest rate of 3.94%. Changes in the fair value of the swap are recognized in “Income (loss) from change in fair value of derivative instruments" in the consolidated statements of operations. | ||||||||||||||||
Derivative instruments measured at fair value as of December 31, 2013 and 2012, and their classification on the consolidated balance sheets and consolidated statements of operations, are presented in the following tables (in thousands except contract amounts): | ||||||||||||||||
Liability as of | ||||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||
Type of Derivative Contract | Quantity of | Fair Value | Quantity of | Fair Value | ||||||||||||
Short | Short | |||||||||||||||
Contracts | Contracts | |||||||||||||||
Currency interest rate swap, included as net liability in derivative liability | 1 | $ | 3,600 | 1 | $ | 1,367 | ||||||||||
Income | Years Ended December 31, | |||||||||||||||
Type of Derivative Contract | Statement Classification | 2013 | 2012 | 2011 | ||||||||||||
Gain (Loss) Recognized | ||||||||||||||||
Regulated fixed price futures contracts | Cost of products sold | $ | — | $ | (288 | ) | $ | (2,365 | ) | |||||||
Currency interest rate swap | Income (loss) from change in fair value of derivative instruments | $ | (2,233 | ) | $ | (1,367 | ) | $ | — | |||||||
Balance_Sheet_Components
Balance Sheet Components | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Balance Sheet Components [Abstract] | ' | |||||||
Balance Sheet Components | ' | |||||||
Balance Sheet Components | ||||||||
Inventories, net | ||||||||
Inventories, net is comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Raw materials | $ | 1,796 | $ | 1,574 | ||||
Work-in-process | 7,292 | 1,771 | ||||||
Finished goods | 1,800 | 2,689 | ||||||
Inventories, net | $ | 10,888 | $ | 6,034 | ||||
Prepaid Expenses and Other Current Assets | ||||||||
Prepaid expenses and other current assets is comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Advances to contract manufacturers | $ | 7 | $ | 784 | ||||
Manufacturing catalysts | 1,536 | 1,895 | ||||||
Recoverable VAT and other taxes | 5,125 | 4,167 | ||||||
Other | 2,850 | 2,079 | ||||||
Prepaid expenses and other current assets | $ | 9,518 | $ | 8,925 | ||||
Property, Plant and Equipment, net | ||||||||
Property, plant and equipment, net is comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Leasehold improvements | $ | 39,034 | $ | 39,290 | ||||
Machinery and equipment | 96,585 | 105,162 | ||||||
Computers and software | 8,509 | 8,232 | ||||||
Furniture and office equipment | 2,535 | 2,467 | ||||||
Buildings | 7,148 | 5,888 | ||||||
Vehicles | 488 | 575 | ||||||
Construction in progress | 41,387 | 45,372 | ||||||
$ | 195,686 | $ | 206,986 | |||||
Less: accumulated depreciation and amortization | (55,095 | ) | (43,865 | ) | ||||
Property, plant and equipment, net | $ | 140,591 | $ | 163,121 | ||||
The Company's first, purpose-built, large-scale Biofene production plant in southeastern Brazil commenced operations in December 2012. This plant is located at Brotas in the state of São Paulo, Brazil and is adjacent to an existing sugar and ethanol mill, Paraíso Bioenergia. The Company's construction in progress consists primarily of the upfront plant design and the initial construction of a second large-scale production plant in Brazil, located at the SMSA sugar and ethanol mill (also in the state of São Paulo, Brazil). | ||||||||
Property, plant and equipment, net includes $3.4 million and $9.1 million of machinery and equipment under capital leases as of December 31, 2013 and 2012, respectively. Accumulated amortization of assets under capital leases totaled $1.5 million and $4.1 million as of December 31, 2013 and 2012, respectively. | ||||||||
Depreciation and amortization expense, including amortization of assets under capital leases, was $16.6 million, $14.2 million and $10.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||
The Company capitalizes interest costs incurred to construct plant and equipment. The capitalized interest is recorded as part of the depreciable cost of the asset to which it relates to and is amortized over the asset's estimated useful life. Interest cost capitalized as of December 31, 2013 and 2012 was $0.5 million and $0.6 million, respectively. | ||||||||
Other Assets | ||||||||
Other assets are comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Deposits on property and equipment, including taxes | $ | 1,970 | $ | 2,363 | ||||
Advances to contract manufacturers, net of current portion(1) | — | 2,222 | ||||||
Recoverable taxes from Brazilian government entities | 6,599 | 13,597 | ||||||
Other | 2,016 | 1,930 | ||||||
Total other assets | $ | 10,585 | $ | 20,112 | ||||
______________ | ||||||||
(1) | At December 31, 2012, the amount of $2.2 million relates to the non-current unamortized portion of equipment costs funded by the Company to a contract manufacturer. The related amortization was offset against purchases of inventory during 2013. | |||||||
Accrued and Other Current Liabilities | ||||||||
Accrued and other current liabilities are comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Professional services | $ | 2,279 | $ | 824 | ||||
Accrued vacation | 2,274 | 2,673 | ||||||
Payroll and related expenses | 5,066 | 5,809 | ||||||
Tax-related liabilities | 825 | 851 | ||||||
Deferred rent, current portion | 1,111 | 1,448 | ||||||
Accrued interest(1) | 3,176 | 965 | ||||||
Contractual obligations to contract manufacturers | 4,241 | 9,952 | ||||||
Customer advances | — | 970 | ||||||
Other(1) | 2,249 | 918 | ||||||
Total accrued and other current liabilities | $ | 21,221 | $ | 24,410 | ||||
_________ | ||||||||
(1) | Certain reclassifications of prior period amounts have been made to conform to the current period presentation. Such reclassifications did not materially change previously reported consolidated financial statements. | |||||||
Derivative Liability | ||||||||
Derivative liability is comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Fair market value of swap obligations | $ | 3,600 | $ | 1,367 | ||||
Fair value of compound embedded derivative liability(1) | 131,117 | 7,894 | ||||||
Total derivative liability | $ | 134,717 | $ | 9,261 | ||||
______________ | ||||||||
(1) | The compound embedded derivative liability represents the fair value of the equity conversion features or "make-whole provision" features included in the outstanding Total and Tranche I convertible promissory notes (see Note 3, "Fair value of financial instruments" and Note 5, "Debt"). |
Debt
Debt | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||
Debt | ' | |||||||||||||||||||
Debt | ||||||||||||||||||||
Debt is comprised of the following (in thousands): | ||||||||||||||||||||
December 31, | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Credit facilities | $ | 8,767 | $ | 12,409 | ||||||||||||||||
Notes payable | — | 1,572 | ||||||||||||||||||
Convertible notes | 28,537 | 25,000 | ||||||||||||||||||
Related party convertible notes | 89,499 | 39,033 | ||||||||||||||||||
Loans payable | 25,259 | 26,150 | ||||||||||||||||||
Total debt | 152,062 | 104,164 | ||||||||||||||||||
Less: current portion | (6,391 | ) | (3,325 | ) | ||||||||||||||||
Long-term debt | $ | 145,671 | $ | 100,839 | ||||||||||||||||
FINEP Credit Facility | ||||||||||||||||||||
In November 2010, the Company entered into the FINEP Credit Facility. This FINEP Credit Facility was extended to partially fund expenses related to the Company’s research and development project on sugarcane-based biodiesel (“FINEP Project”) and provided for loans of up to an aggregate principal amount of R$6.4 million (approximately US$2.7 million based on the exchange rate as of December 31, 2013) which is secured by a chattel mortgage on certain equipment of the Company as well as by bank letters of guarantee. All available credit under this facility was fully drawn. | ||||||||||||||||||||
Interest on loans drawn under the FINEP Credit Facility is fixed at 5% per annum. In case of default under or non-compliance with the terms of the agreement, the interest on loans will be dependent on the long-term interest rate as published by the Central Bank of Brazil (such rate, the “TJLP”). If the TJLP at the time of default is greater than 6%, then the interest will be 5% plus a TJLP adjustment factor, otherwise the interest will be at 11% per annum. In addition, a fine of up to 10% shall apply to the amount of any obligation in default. Interest on late balances will be 1% interest per month, levied on the overdue amount. Payment of the outstanding loan balance is being made in 81 monthly installments, which commenced in July 2012 and extends through March 2019. Interest on loans drawn and other charges are paid on a monthly basis and commenced in March 2011. As of December 31, 2013 and 2012, the total outstanding loan balance under this credit facility was R$5.2 million (approximately US$2.2 million based on the exchange rate as of December 31, 2013) and R$6.4 million (approximately US$3.1 million based on exchange rate as of December 31, 2012), respectively. | ||||||||||||||||||||
The FINEP Credit Facility contains the following significant terms and conditions: | ||||||||||||||||||||
• | The Company was required to share with FINEP the costs associated with the FINEP Project. At a minimum, the Company was required to contribute from its own funds approximately R$14.5 million (approximately US$6.2 million based on the exchange rate as of December 31, 2013) of which R$11.1 million was contributed prior to the release of the second disbursement. All four disbursements were completed and the Company has fulfilled all of its cost sharing obligations; | |||||||||||||||||||
• | After the release of the first disbursement, prior to any subsequent drawdown from the FINEP Credit Facility, the Company was required to provide bank letters of guarantee of up to R$3.3 million in aggregate (approximately US$1.4 million based on the exchange rate as of December 31, 2013). On December 17, 2012 and prior to release of the second disbursement on December 26, 2012, the Company obtained the required bank letter of guarantees from Banco ABC Brasil S.A. (or ABC); | |||||||||||||||||||
• | Amounts disbursed under the FINEP Credit Facility were required to be used towards the FINEP Project within 30 months after the contract execution. | |||||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||
In December 2010, the Company established a revolving credit facility with a financial institution that provided for loans and standby letters of credit of up to an aggregate principal amount of $10.0 million with a sublimit of $5.0 million on standby letters of credit. Interest on loans drawn under this revolving credit facility was equal to (i) the Eurodollar Rate plus 3.0%; or (ii) the Prime Rate plus 0.5%. In case of default or non-compliance with the terms of the agreement, the interest on loans was Prime Rate plus 2.0%. The credit facility was collateralized by a first priority security interest in certain of the Company's present and future assets. In April 2012, the Company repaid $7.7 million of its outstanding loans under the Credit Facility. In May 2012, the Company entered into a letter agreement with the bank amending the credit facility agreement to reduce the committed amount under the credit facility from $10.0 million to approximately $2.3 million, and the letters of credit sublimit from $5.0 million to approximately $2.3 million. The amendment also modified the current ratio covenant to require a ratio of current assets to current liabilities of at least $1.3:1 (as compared to 2:1 in the Credit Facility), and required the Company to maintain unrestricted cash of at least $15.0 million in its account with the Bank. In June 2012, the credit facility was terminated and, as of December 31, 2012, no loans or letters of credit were outstanding. | ||||||||||||||||||||
BNDES Credit Facility | ||||||||||||||||||||
In December 2011, the Company entered into the BNDES Credit Facility in the amount of R$22.4 million (approximately US$9.6 million based on the exchange rate as of December 31, 2013). This BNDES Credit Facility was extended as project financing for a production site in Brazil. The credit line is divided into an initial tranche for up to approximately R$19.1 million reais and an additional tranche of approximately R$3.3 million that becomes available upon delivery of additional guarantees. The credit line is available for 12 months from the date of the Credit Facility, subject to extension by the lender. | ||||||||||||||||||||
The principal of the loans under the BNDES Credit Facility is required to be repaid in 60 monthly installments, with the first installment due in January 2013 and the last due in December 2017. Interest will be due initially on a quarterly basis with the first installment due in March 2012. From and after January 2013, interest payments will be due on a monthly basis together with principal payments. The loaned amounts carry interest of 7% per annum. Additionally, there is a credit reserve charge of 0.1% on the unused balance from each credit installment from the day immediately after it is made available through its date of use, when it is paid. | ||||||||||||||||||||
The BNDES Credit Facility is collateralized by a first priority security interest in certain of the Company's equipment and other tangible assets totaling R$24.9 million (approximately US$10.6 million based on the exchange rate as of December 31, 2013). The Company is a parent guarantor for the payment of the outstanding balance under the BNDES Credit Facility. Additionally, the Company was required to provide a bank guarantee equal to 10% of the total approved amount (R$22.4 million in total debt) available under this Credit Facility. For advances of the second tranche (above R$19.1 million), the Company is required to provide additional bank guarantees equal to 90% of each such advance, plus additional Company guarantees equal to at least 130% of such advance. The BNDES Credit Facility contains customary events of default, including payment failures, failure to satisfy other obligations under this credit facility or related documents, defaults in respect of other indebtedness, bankruptcy, insolvency and inability to pay debts when due, material judgments, and changes in control of Amyris Brasil. If any event of default occurs, the Lender may terminate its commitments and declare immediately due all borrowings under the facility. As of December 31, 2013 and 2012, the Company had R$15.3 million (approximately US$6.5 million based on the exchange rate as of December 31, 2013) and R$19.1 million (approximately US$9.3 million based on the exchange rate as of December 31, 2012), respectively, in outstanding advances under the BNDES Credit Facility. | ||||||||||||||||||||
Notes Payable | ||||||||||||||||||||
During the period between May 2008 and October 2008, the Company entered into notes payable agreements with the lessor of its headquarters under which it borrowed a total of $3.3 million for the purchase of tenant improvements, bearing an interest rate of 9.5% per annum and to be repaid over a period of 55 to 120 months. As of December 31, 2013 and 2012, a principal amount of zero and $1.6 million, respectively, was outstanding under these notes payable. In June 2013, as part of the April 30, 2013 Amendment to the Company's operating lease for its headquarters, the Company recorded the elimination of these notes payable as a lease incentive and recorded approximately $1.4 million to deferred rent liability in the consolidated balance sheet. The deferred rent liability is being amortized to expense over the remaining lease term. | ||||||||||||||||||||
Convertible Notes | ||||||||||||||||||||
In February 2012, the Company completed the sale of senior unsecured convertible promissory notes in an aggregate principal amount of $25.0 million pursuant to a securities purchase agreement, between the Company and certain investment funds affiliated with Fidelity Investments Institutional Services Company, Inc. (referred to as the Fidelity Securities Purchase Agreement). The offering consisted of the sale of 3% senior unsecured convertible promissory notes with a March 1, 2017 maturity date and an initial conversion price equal to $7.0682 per share of the Company's common stock, subject to proportional adjustment for adjustments to outstanding common stock and anti-dilution provisions in case of dividends and distributions (referred to as the Fidelity Notes). As of December 31, 2013, the Fidelity Notes were convertible into an aggregate of up to 3,536,968 shares of the Company's common stock. The note holders have a right to require repayment of 101% of the principal amount of the Fidelity Notes in an acquisition of the Company, and the notes provide for payment of unpaid interest on conversion following such an acquisition if the note holders do not require such repayment. The Fidelity Securities Purchase Agreement and Fidelity Notes include covenants regarding payment of interest, maintaining the Company's listing status, limitations on debt, maintenance of corporate existence, and filing of SEC reports. The Fidelity Notes include standard events of default resulting in acceleration of indebtedness, including failure to pay, bankruptcy and insolvency, cross-defaults, material adverse effect clauses and breaches of the covenants in the Fidelity Securities Purchase Agreement and Fidelity Notes, with default interest rates and associated cure periods applicable to the covenant regarding SEC reporting. Furthermore, the Fidelity Notes include restrictions on the amount of debt the Company is permitted to incur. With exceptions for certain existing debt, refinancing of such debt and certain other exclusions and waivers, the Fidelity Notes provide that the Company's total outstanding debt at any time cannot exceed the greater of $200.0 million or 50% of its consolidated total assets and its secured debt cannot exceed the greater of $125.0 million or 30% of its consolidated total assets. In connection with the Company’s closing of a short-term bridge loan for $35.0 million in October 2013, holders of the Fidelity Notes waived compliance with the debt limitations outlined above as to the $35.0 million bridge loan and the August 2013 Financing. In consideration for such waiver, the Company granted to holders of the Fidelity Notes or their affiliates, the right to purchase up to an aggregate of $7.6 million worth of convertible promissory notes in the first tranche of the August 2013 Financing. | ||||||||||||||||||||
In October 2013, the Company amended the August 2013 SPA (see Note 1, "The Company") to include the Fidelity Entities in the first tranche convertible promissory notes. Pursuant to the amendment agreement the Company sold senior convertible notes with an aggregate principal amount of $7.6 million to the Fidelity Entities.The Tranche I Notes are due sixty months from the date of issuance and will be convertible into the Company’s common stock at a conversion price equal to $2.44, subject to adjustment as described below. The Tranche I Notes are convertible at the option of the holder: (i) at any time after 18 months from the date of the August 2013 SPA, (ii) on a change of control of the Company and (iii) upon the occurrence of an event of default. The conversion price of the Tranche I Notes will be reduced to $2.15 if a specified Company manufacturing plant fails to achieve a total production of 1.0 million liters within a run period of 45 days prior to June 30, 2014, the Company fails to achieve gross margins from product sales of at least 5% prior to June 30, 2014, or the Company reduces the conversion price of certain existing promissory notes held by Total prior to the repayment or conversion of the Tranche I Notes. If either of the production and margin milestones occur, and in addition, the Company reduces the conversion price of certain existing promissory notes held by Total prior to the repayment or conversion of the Tranche I Notes, the conversion price of the Tranche I Notes will be reduced to $1.87. Each Tranche I Note accrues interest from the date of issuance until the earlier of the date that such Tranche I Note is converted into the Company’s common stock or is repaid in full. Interest accrues at a rate of 5% per six months, compounded semiannually (with graduated interest rates of 6.5% applicable to the first 180 days and 8% applicable thereafter as the sole remedy should the Company fail to maintain NASDAQ listing status or at 6.5% for all other defaults). Interest for the first 30 months is payable in kind and added to the principal every six-months and thereafter, the Company may continue to pay interest in kind by adding to the principal every six-months or may elect to pay interest in cash. The Tranche I Notes may be prepaid by the Company after 30 months from the issuance date and initial interest payment; thereafter the Company has the option to prepay the Tranche I Notes every six months at the date of payment of the semi-annual coupon. | ||||||||||||||||||||
As of December 31, 2013 and 2012, principal amount of $32.6 million and $25.0 million, respectively, were outstanding under these convertible notes. | ||||||||||||||||||||
Related Party Convertible Notes | ||||||||||||||||||||
In July 2012, the Company entered into an agreement with Total that expanded Total's investment in the Biofene collaboration with the Company, provided new structure for a joint venture (referred to as the Fuels JV) to commercialize the products encompassed by the diesel and jet fuel research and development program (or, the Program), and established a convertible debt structure for the collaboration funding from Total (referred to as the July 2012 Agreements). | ||||||||||||||||||||
The purchase agreement for the notes related to the funding from Total (referred to as the Total Purchase Agreement) provides for the sale of an aggregate of $105.0 million in notes as follows: | ||||||||||||||||||||
• | As part of an initial closing under the purchase agreement (which initial closing was completed in two installments), (i) on July 30, 2012, the Company sold a 1.5% Senior Unsecured Convertible Note due March 2017 to Total in the face amount of $38.3 million, including $15.0 million in new funds and $23.3 million in previously-provided diesel research and development funding by Total, and (ii) on September 14, 2012, the Company sold another note (in the same form) for $15.0 million in new funds from Total. | |||||||||||||||||||
• | At a second closing under the Total Purchase Agreement (also completed in two installments) the Company sold additional notes for an aggregate of $30.0 million in new funds from Total ($10.0 million in June 2013 and $20.0 million in July 2013). | |||||||||||||||||||
• | The Total Purchase Agreement provides that additional notes may be sold in subsequent closings in July 2014 (for cash proceeds to the Company of $21.7 million, which would be settled in an initial installment of $10.85 million payable at such closing and a second installment of $10.85 million payable in January 2015). | |||||||||||||||||||
The notes issued have a maturity date of March 1, 2017, an initial conversion price equal to $7.0682 per share for the notes issued under the initial closing and an initial conversion price equal $3.08 per share for the notes issued under the second closing. The notes bear interest of 1.5% per annum (with a default rate of 2.5%), accruing from the date of funding and payable at maturity or on conversion or a change of control where Total exercises the right to require the Company to repay the notes. Accrued interest is cancelled if the notes are cancelled based on a “Go” decision (see Note 8, "Significant Agreements"). The agreements contemplate that the research and development efforts under the Program may extend through 2016, with a series of “Go/No Go” decisions (see Note 8, "Significant Agreements") by Total through such date tied to funding by Total. | ||||||||||||||||||||
The notes become convertible into the Company's common stock (i) within 10 trading days prior to maturity (if they are not cancelled as described above prior to their maturity date), (ii) on a change of control of the Company, (iii) if Total is no longer the largest stockholder of the Company following a “No-Go” decision (subject to a six-month lock-up with respect to any shares of common stock issued upon conversion), and (iv) on a default by the Company. If Total makes a final “Go” decision, then the notes will be exchanged by Total for equity interests in the Fuels JV, after which the notes will not be convertible and any obligation to pay principal or interest on the notes will be extinguished. If Total makes a “No-Go” decision, outstanding notes will remain outstanding and become payable at maturity. | ||||||||||||||||||||
In connection with the December 2012 private placement described below (see Note 10, "Stockholders Equity"), Total elected to participate in the private placement by exchanging approximately $5.0 million of its $53.3 million in senior unsecured convertible promissory notes into 1,677,852 of the Company's common stock at $2.98 per share. As such, $5.0 million of the outstanding $53.3 million in senior unsecured convertible promissory notes was cancelled. The cancellation of the debt was treated as an extinguishment of debt in accordance with the guidance outlined in ASC 470-50. As a result of the exchange and cancellation of the $5.0 million debt the Company recorded a loss from extinguishment of debt of $0.9 million. | ||||||||||||||||||||
In March 2013, the Company entered into a letter agreement with Total (referred to as the March 2013 Letter Agreement) under which Total agreed to waive its right to cease its participation in the parties' fuels collaboration at the July 2013 decision point and committed to proceed with the July 2013 funding tranche of $30.0 million (subject to the Company's satisfaction of the relevant closing conditions for such funding in the Total Purchase Agreement). As consideration for this waiver and commitment, the Company agreed to: | ||||||||||||||||||||
• | Reduce the conversion price for the senior unsecured convertible promissory notes to be issued in connection with such funding from $7.0682 per share to a price per share equal to the greater of (i) the consolidated closing bid price of the Company's common stock on the date of the letter agreement, plus $0.01, and (ii) $3.08 per share, provided that the conversion price would not be reduced by more than the maximum possible amount permitted under the rules of NASDAQ such that the new conversion price would require the Company to obtain stockholder consent; and | |||||||||||||||||||
• | Grant Total a senior security interest in the Company's intellectual property, subject to certain exclusions and subject to release by Total when the Company and Total enter into final documentation regarding the establishment of the Fuels JV. | |||||||||||||||||||
In addition to the waiver by Total described above, Total also agreed that, at the Company's request and contingent upon the Company meeting its obligations described above, it would pay advance installments of the amounts otherwise payable at the July 2013 closing. Specifically, if the Company requested such advance installments, subject to certain closing conditions and delivery of certifications regarding the Company's cash levels, Total was obligated to fund $10.0 million no later than May 15, 2013, and an additional $10.0 million no later than June 15, 2013, with the remainder to be funded on the original July 2013 closing date. | ||||||||||||||||||||
In June 2013, the Company sold and issued a 1.5% Senior Unsecured Convertible Note to Total in the face amount of $10.0 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement as discussed above. In accordance with the March 2013 Letter Agreement, this convertible note has an initial conversion price equal to $3.08 per share of the Company's common stock. The Company did not request the May advance of $10.0 million, but did request the June advance (as described above), under which this convertible note was issued. | ||||||||||||||||||||
In July 2013, the Company sold and issued a 1.5% Senior Unsecured Convertible Note to Total in the face amount of $20.0 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement as discussed above. This purchase and sale completed Total's commitment to purchase $30.0 million of such notes by July 2013. In accordance with the March 2013 Letter Agreement, this convertible note has an initial conversion price equal to $3.08 per share of Company common stock. | ||||||||||||||||||||
The conversion prices of the notes issued under the Total Purchase Agreement are subject to adjustment for proportional adjustments to outstanding common stock and under anti-dilution provisions in case of certain dividends and distributions. Total has a right to require repayment of 101% of the principal amount of the notes in the event of a change of control of the Company and the notes provide for payment of unpaid interest on conversion following such a change of control if Total does not require such repayment. The purchase agreement and notes include covenants regarding payment of interest, maintenance of the Company's listing status, limitations on debt, maintenance of corporate existence, and filing of SEC reports. The notes include standard events of default resulting in acceleration of indebtedness, including failure to pay, bankruptcy and insolvency, cross-defaults, and breaches of the covenants in the purchase agreement and notes, with added default interest rates and associated cure periods applicable to the covenant regarding SEC reporting. Furthermore, the notes include restrictions on the amount of debt the Company is permitted to incur. With exceptions for certain existing debt, refinancing of such debt and certain other exclusions and waivers, the notes provide that the Company's total outstanding debt at any time cannot exceed the greater of $200.0 million or 50% of its consolidated total assets and its secured debt cannot exceed the greater of $125.0 million or 30% of its consolidated total assets. In connection with the Company’s closing of a short-term bridge loan for $35.0 million in October 2013, Total waived compliance with the debt limitations outlined above as to the $35.0 million bridge loan and the August 2013 Financing. | ||||||||||||||||||||
In connection with the August 2013 Financing, the Company entered into the August 2013 SPA (see Note 1, "The Company") with Total and Temasek to sell up to $73.0 million in convertible promissory notes in private placements, with such notes to be sold and issued over a period of up to 24 months from the date of signing. The August 2013 SPA provided for the August 2013 Financing to be divided into two tranches (the first tranche for $42.6 million and the second tranche for $30.4 million), each with differing closing conditions. Of the total possible purchase price in the financing, $60.0 million to be paid in the form of cash by Temasek ($35.0 million in the first tranche and up to $25.0 million in the second tranche) and $13.0 million to be paid by the exchange and cancellation of outstanding convertible promissory notes held by Total in connection with its exercise of pro rata rights ($7.6 million in the first tranche and $5.4 million in the second tranche). The August 2013 SPA included requirements that the Company meet certain production milestones before the second tranche would become available, obtain stockholder approval prior to completing any closing of the transaction, and issue a warrant to Temasek to purchase 1,000,000 shares of the Company's common stock at an exercise price of $0.01 per share, exercisable only if Total converts preexisting promissory notes with a certain per share conversion price. In September 2013, the Company's stockholders approved the August 2013 Financing. | ||||||||||||||||||||
In September 2013, the Company entered into a bridge loan agreement with an existing investor to provide additional cash availability of up to $5.0 million. As of December 31, 2013, the Company had not drawn any funds from the agreement and the facility expired in October 2013 in accordance with its terms. | ||||||||||||||||||||
In October 2013, the Company sold and issued the Temasek Bridge Note to Temasek for a bridge loan of $35.0 million. The Temasek Bridge Note was due on February 2, 2014 and accrued interest at a rate of 5.5% each four months from October 4, 2013. The note was cancelled on October 16, 2013 as payment for Temasek’s purchase of the first tranche convertible note in the August 2013 Financing. As a result of the exchange and cancellation of the $35.0 million Temasek Bridge Note and the $9.2 million Total convertible note for the Tranche I Notes, the Company recorded a loss from extinguishment of debt of $19.9 million. | ||||||||||||||||||||
In October 2013, the Company amended the August 2013 SPA (see Note 1, "The Company") to include Fidelity Entities in the first tranche convertible promissory notes in the principal amount of $7.6 million, and to proportionally increase the amount acquired by exchange and cancellation of outstanding convertible promissory notes held by Total in connection with its exercise of pro rata rights to $14.6 million ($9.2 million in the first tranche and up to $5.4 million in the second tranche). Also in October 2013, the Company completed the closing of the Tranche I Notes of the August 2013 Financing, issuing a total of $51.8 million in convertible promissory notes for cash proceeds of $7.6 million and cancellation of outstanding convertible promissory notes of $44.2 million, of which $35.0 million resulted from cancellation of the Temasek Bridge Note. The Tranche I Notes are due sixty months from the date of issuance and will be convertible into the Company’s common stock at a conversion price equal to $2.44, subject to adjustment as described below. The Tranche I Notes are convertible at the option of the holder: (i) at any time after 18 months from the date of the August 2013 SPA, (ii) on a change of control of the Company and (iii) upon the occurrence of an event of default. The conversion price of the Tranche I Notes will be reduced to $2.15 if a specified Company manufacturing plant fails to achieve a total production of 1.0 million liters within a run period of 45 days prior to June 30, 2014, the Company fails to achieve gross margins from product sales of at least 5% prior to June 30, 2014, or the Company reduces the conversion price of certain existing promissory notes held by Total prior to the repayment or conversion of the Tranche I Notes. If either of the production and margin milestones occur, and in addition, the Company reduces the conversion price of certain existing promissory notes held by Total prior to the repayment or conversion of the Tranche I Notes, the conversion price of the Tranche I Notes will be reduced to $1.87. Each Tranche I Note accrues interest from the date of issuance until the earlier of the date that such Tranche I Note is converted into the Company’s common stock or is repaid in full. Interest accrues at a rate of 5% per six months, compounded semiannually (with graduated interest rates of 6.5% applicable to the first 180 days and 8% applicable thereafter as the sole remedy should the Company fail to maintain NASDAQ listing status or at 6.5% for all other defaults). Interest for the first 30 months is payable in kind and added to the principal every six-months and thereafter, the Company may continue to pay interest in kind by adding to the principal every six-months or may elect to pay interest in cash. The Tranche I Notes may be prepaid by the Company after 30 months from the issuance date and initial interest payment; thereafter the Company has the option to prepay the Tranche I Notes every six months at the date of payment of the semi-annual coupon. | ||||||||||||||||||||
The convertible promissory notes issuable in the second tranche of the August 2013 Financing (referred to as the Tranche II Notes) would be due 5 years after the date of the issuance of the first Tranche II Notes and would be subject to a conversion price equal to $2.87, subject to adjustment as described below. Specifically, the Tranche II Notes would be convertible at the option of the holder (i) at any time 12 months after issuance, (ii) on a change of control of the Company, and (iii) upon the occurrence of an event of default. Each Tranche II Notes will accrue interest from the date of issuance until the earlier of the date that such Tranche II Notes is converted into the Company's common stock or repaid in full. Interest will accrue at a rate per annum equal to 10%, compounded annually (with graduated interest rates of 13% applicable to the first 180 days and 16% applicable thereafter as the sole remedy should the Company fail to maintain NASDAQ listing status or at a rate equal to 12% for all other defaults). Interest for the first 36 months shall be payable in kind and added to the principal every year following the issue date and thereafter, the Company may continue to pay interest in kind by adding to the principal on every year anniversary of the issue date or may elect to pay interest in cash. | ||||||||||||||||||||
In addition to the conversion price adjustments set forth above, the conversion prices of the Tranche I Notes and Tranche II Notes are subject to further adjustment (i) according to proportional adjustments to outstanding common stock of the Company in case of certain dividends and distributions, (ii) according to anti-dilution provisions, and (iii) with respect to notes held by any purchaser other than Total, in the event that Total exchanges existing convertible notes for new securities of the Company in connection with future financing transactions in excess of its pro rata amount. Notwithstanding the foregoing, holders of a majority of the principal amount of the notes outstanding at the time of conversion may waive any anti-dilution adjustments to the conversion price. The purchasers have a right to require repayment of 101% of the principal amount of the notes in the event of a change of control of the Company and the notes provide for payment of unpaid interest on conversion following such a change of control if the purchasers do not require such repayment. The August 2013 SPA, Tranche I Notes and Tranche II Notes include covenants regarding payment of interest, maintenance of the Company’s listing status, limitations on debt and on certain liens, maintenance of corporate existence, and filing of SEC reports. The notes include standard events of default resulting in acceleration of indebtedness, including failure to pay, bankruptcy and insolvency, cross-defaults, and breaches of the covenants in the August 2013 SPA, Tranche I Notes and Tranche II Notes, with default interest rates and associated cure periods applicable to the covenant. | ||||||||||||||||||||
In December 2013, in connection with the execution of the Shareholders Agreement, License Agreement and related documents (collectively, referred to as the JV Documents) entered into by and among Amyris, Total and Total Amyris BioSolutions B.V. (or JVCO) relating to the establishment of JVCO (see Note 7, "Joint Venture and Noncontrolling Interest"), Amyris has agreed to (i) exchange the $69.0 million outstanding Total unsecured convertible notes and issue a replacement 1.5% senior secured convertible notes, in principal amounts equal to the principal amount of each cancelled note (the “Replacement Notes”) and (ii) to grant to Total a security interest in and lien on all Amyris’ rights, title and interest in and to Amyris’ shares in the capital of JVCO. Any Securities to be purchased and sold at the Third Closing (see Note 8, "Significant Agreements") by Total shall be 1.5% senior secured convertible notes shall have a conversion price of $7.0682. As a consequence of executing the JV Documents and forming JVCO, the Second Amendment of the August 2013 SPA and Restated Intellectual Property Security Agreement dated as of October 16, 2013, executed by Amyris in favor of Total, Temasek, and certain entities affiliated with Fidelity Investments, under which the Company granted a security interest in all of Amyris’ intellectual property was automatically terminated effective as of December 2, 2013 upon Total’s and the Company’s joint written notice to Temasek. | ||||||||||||||||||||
In December 2013, the Company placed a $3.0 million of senior unsecured convertible notes under the second tranche of August 2013 Financing to funds affiliated with Wolverine Asset Management (or Wolverine) and elected to call $25.0 million in additional funds from Temasek pursuant to its previous commitment to purchase such amount of convertible promissory notes in the second tranche. Additionally, in December 2013, the Company agreed to sell approximately $6.0 million of convertible promissory notes in the second tranche to Total through cancellation of the same amount of principal of previously outstanding convertible notes held by Total in respect of Total’s preexisting contractual right to maintain its pro rata ownership position through such cancellation. The second tranche funding closed in the first quarter of 2014. | ||||||||||||||||||||
As of December 31, 2013 and 2012, $89.5 million and $39.0 million, respectively, was outstanding under these convertible notes, net of debt discount of $27.9 million and $9.3 million, respectively. The debt discount is the result of the bifurcation of the equity conversion option and "make-whole" provision features associated with outstanding debt. For the year ended December 31, 2013, 2012 and 2011, the Company recorded loss from extinguishment of debt from the exchange and cancellation of related party convertible notes of $19.9 million, $0.9 million, and zero, respectively. | ||||||||||||||||||||
Loans Payable | ||||||||||||||||||||
In December 2009, the Company entered into a loans payable agreement with the lessor of its Emeryville pilot plant under which it borrowed a total of $0.3 million, bearing an interest rate of 10.0% per annum and to be repaid over a period of 96 months. As of December 31, 2013 and 2012, a principal amount of zero and $0.2 million, respectively, was outstanding under the loan. In June 2013, as part of the April 30, 2013 amendment entered into regarding the Company's operating lease for its headquarters, the Company recorded the elimination of this loan payable as a lease incentive and recorded approximately $0.2 million to deferred rent liability in the consolidated balance sheet. The deferred rent liability is being amortized to expense over the remaining lease term. | ||||||||||||||||||||
In December 2011, the Company entered into a loan agreement with Banco Pine under which Banco Pine provided the Company with a short term loan of R$35.0 million (approximately US$14.9 million based on the exchange rate as of December 31, 2013). Such loan was an advance on an anticipated July 2012 financing from Nossa Caixa Desenvolvimento, ("Nossa Caixa"), the Sao Paulo State development bank, and Banco Pine, under which Banco Pine and Nossa Caxia would provide the Company with loans of up to approximately R$52.0 million (approximately US$25.6 million based on the exchange rate as of December 31, 2013) as financing for capital expenditures relating to the Company's manufacturing facility in Brotas. The interest rate for the loan was 119.2% of the Brazilian interbank lending rate (approximately 12.3% on an annualized basis). The principal and interest due on the principal under the loan agreement, as amended, matured and was repaid on August 15, 2012. | ||||||||||||||||||||
In June 2012, the Company entered into a separate loan agreement with Banco Pine under which Banco Pine provided the Company with a Banco Pine Bridge Loan of R$52.0 million (approximately US$25.6 million based on the exchange rate as of September 30, 2012 the time of loan repayment). The interest rate for the Banco Pine Bridge Loan was 0.4472% monthly (approximately 5.5% on an annualized basis). The principal and interest due under the bridge loan matured and were required to be repaid on September 19, 2012, subject to extension by Banco Pine. At the time of this bridge loan, the Company entered into a currency interest rate swap arrangement with the lender for R$22.0 million (approximately US$9.4 million based on the exchange rate as of December 31, 2013). The interest rate swap arrangement exchanged the principal and interest payments under the Banco Pine Loan of R$22.0 million entered into in July 2012 for alternative principal and interest payments that were subject to adjustment based on fluctuations in the foreign exchange rate between the U.S. dollar and Brazilian real. The swap had a fixed interest rate of 3.94%. In July 2012, the Company repaid the Banco Pine Bridge Loan. | ||||||||||||||||||||
In July 2012, the Company entered into a Note of Bank Credit and a Fiduciary Conveyance of Movable Goods Agreement (together, referred to as the July 2012 Bank Agreements) with each of Nossa Caixa and Banco Pine. Under the July 2012 Bank Agreements, the Company pledged certain farnesene production assets as collateral for the loans of R$52.0 million. The Company's total acquisition cost for such pledged assets was approximately R$68.0 million (approximately US$29.0 million based on the exchange rate as of December 31, 2013). The Company is a also a parent guarantor for the payment of the outstanding balance under these loan agreements. Under the July 2012 Bank Agreements, the Company could borrow an aggregate of R$52.0 million (approximately US$22.2 million based on the exchange rate as of December 31, 2013) as financing for capital expenditures relating to the Company's manufacturing facility located in Brotas, Brazil. Specifically, Banco Pine, agreed to lend R$22.0 million and Nossa Caixa agreed to lend R$30.0 million. The funds for the loans are provided by BNDES, but are guaranteed by the lenders. The loans have a final maturity date of July 15, 2022 and bear a fixed interest rate of 5.5% per year. The loans are also subject to early maturity and delinquency charges upon occurrence of certain events including interruption of manufacturing activities at the Company's manufacturing facility in Brotas, Brazil for more than 30 days, except during sugarcane off-season. For the first two years that the loans are outstanding, the Company is required to pay interest only on a quarterly basis. After August 15, 2014, the Company is required to pay equal monthly installments of both principal and interest for the remainder of the term of the loans. As of December 31, 2013 and 2012, a principal amount of $22.2 million and $25.4 million, respectively, was outstanding under these loan agreements. | ||||||||||||||||||||
In October 2012, the Company entered into a loans payable agreement with a lender under which it borrowed $0.6 million to pay the insurance premiums of certain schedule of policies. The loan is payable in nine monthly installments of principal and interest. Interest accrued at a rate of 3.24% per annum. The loan was settled in 2013. In October 2013, the Company entered into another loan amounting to $0.6 million to pay for the current insurance premiums under the same terms. As of December 31, 2013 and 2012, the outstanding unpaid loan balance was $0.4 million and $0.4 million, respectively. | ||||||||||||||||||||
In March 2013, the Company entered into an export financing agreement with ABC for approximately $2.5 million a one-year-term to fund exports through March 2014. This loan is collateralized by future exports from the Company's subsidiary in Brazil. As of December 31, 2013, the principal amount outstanding under this agreement was $2.5 million. | ||||||||||||||||||||
Letters of Credit | ||||||||||||||||||||
In June 2012, the Company entered into a letter of credit agreement for $1.0 million under which it provided a letter of credit to the landlord for its headquarters in Emeryville, California in order to cover the security deposit on the lease. This letter of credit is secured by a certificate of deposit. Accordingly, the Company has $0.9 million as restricted cash as of December 31, 2013 and 2012. | ||||||||||||||||||||
Future minimum payments under the debt agreements as of December 31, 2013 are as follows (in thousands): | ||||||||||||||||||||
Years ending December 31: | Related Party Convertible Debt | Convertible Debt | Notes Payable | Loans Payable | Credit Facility | |||||||||||||||
2014 | $ | — | $ | 760 | $ | — | $ | 5,753 | $ | 2,552 | ||||||||||
2015 | — | 765 | — | 3,848 | 2,420 | |||||||||||||||
2016 | — | 760 | — | 3,700 | 2,288 | |||||||||||||||
2017 | 73,687 | 25,125 | — | 3,547 | 2,155 | |||||||||||||||
2018 | 72,381 | 12,331 | — | 3,396 | 445 | |||||||||||||||
Thereafter | — | — | — | 10,817 | 107 | |||||||||||||||
Total future minimum payments | 146,068 | 39,741 | — | 31,061 | 9,967 | |||||||||||||||
Less: amount representing interest(1) | (56,569 | ) | (11,204 | ) | — | (5,802 | ) | (1,200 | ) | |||||||||||
Present value of minimum debt payments | 89,499 | 28,537 | — | 25,259 | 8,767 | |||||||||||||||
Less: current portion | — | — | — | (4,333 | ) | (2,058 | ) | |||||||||||||
Noncurrent portion of debt | $ | 89,499 | $ | 28,537 | $ | — | $ | 20,926 | $ | 6,709 | ||||||||||
(1) Including debt discount of $27.9 million related to the embedded derivative associated with the related party convertible debt which will be accreted to interest expense under the effective interest method over the term of the convertible debt. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||
Commitments and Contingencies | ' | |||||||||||
Commitments and Contingencies | ||||||||||||
Lease Obligations | ||||||||||||
The Company leases certain facilities and finances certain equipment under operating and capital leases, respectively. Operating leases include leased facilities and capital leases include leased equipment (see Note 4, "Balance Sheet Components"). The Company recognizes rent expense on a straight-line basis over the noncancellable lease term and records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. Where leases contain escalation clauses, rent abatements, and/or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applies them in the determination of straight-line rent expense over the lease term. The Company has noncancellable operating lease agreements for office, research and development, and manufacturing space that expire at various dates, with the latest expiration in February 2031. Rent expense under operating lease was $4.8 million, $4.9 million and $4.8 million, for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||
In December 2011, the Company executed an equipment financing agreement for $3.0 million for certain qualifying manufacturing and laboratory equipment. Pursuant to the equipment financing agreement, the Company financed the equipment with transactions representing capital leases. This sales/leaseback transaction resulted in a $1.3 million unrealized loss which is being amortized over the life of the assets under lease. Accordingly, a capital lease liability was recorded at the present value of the future lease payments of $1.2 million and $2.2 million during the years ended December 31, 2013 and 2012, respectively. The incremental borrowing rate used to determine the present values of the future lease payments was 6.5%. The lease obligations expire on January 1, 2015. In connection with the capital lease entered into in 2011, the Company issued a warrant to purchase shares of the Company's common stock (see Note 10, "Stockholder's Equity"). | ||||||||||||
In 2007, the Company entered into an operating lease for its headquarters in Emeryville, California, with a term of ten years commencing in May 2008. As part of the operating lease agreement, the Company received a tenant improvements allowance of $11.4 million. The Company recorded the allowance as deferred rent and associated expenditures as leasehold improvements that are being amortized over the shorter of their estimated useful life or the term of the lease. In connection with the operating lease, the Company elected to defer a portion of the monthly base rent due under the lease and entered into notes payable agreements with the lessor for the purchase of certain tenant improvements. In October 2010, the Company amended its lease agreement with the lessor of its headquarters, to lease up to approximately 22,000 square feet of research and development and office space. In return for the removal of the early termination clause in its amended lease agreement, the Company received approximately $1.0 million from the lessor in December 2010. In April 2013, the Company amended its lease agreement for its headquarters in Emeryville, California (referred to as the Lease Amendment). The Lease Amendment provided for an extension of the lease term to May 2023, a modification of the base rent and elimination of the Company's loans and notes payable to the lessor of approximately $1.6 million (see Note 5, "Debt"). In addition, per the terms of the Lease Amendment, the Company also received a rent credit of approximately $71,000 per month for the period of June 2013 through December 2013 and a rent credit of approximately $42,000 per month for the full year of 2014. | ||||||||||||
In March 2011, the Company entered into an operating lease on real property owned by Paraíso Bioenergia S.A. (“Paraíso Bioenergia”) in Brazil. In conjunction with a supply agreement (see Note 8, "Significant Agreements") with the same entity, the land is being used by the Company for its Biofene production plant in Brotas. This lease has a term of 15 years commencing in March 2011 with an estimated annual rent payment of approximately $116,000. | ||||||||||||
In August 2011, the Company notified the lessor of its leased office facilities in Brazil of the Company's termination of its existing lease effective November 30, 2011. At the same time, the Company entered into an operating lease for new office facilities in Campinas, Brazil. The new lease has a term of 5 years commencing in November 2011 with an estimated annual rent payment of approximately $367,000. | ||||||||||||
In October 2012, an operating lease associated with the Company's pilot plant in Brazil was amended. As a result of this amendment, the Company's operating lease was extended and the new expiration is October 2015 and included an amendment to the terms of restitution of the property under lease. As a result of this amendment, the Company no longer has asset retirement obligations and therefore reversed the previously accrued liabilities. | ||||||||||||
Future minimum payments under the Company's lease obligations as of December 31, 2013, are as follows (in thousands): | ||||||||||||
Years ending December 31: | Capital | Operating | Total Lease Obligations | |||||||||
Leases | Leases | |||||||||||
2014 | $ | 1,006 | $ | 6,404 | $ | 7,410 | ||||||
2015 | 289 | 6,622 | 6,911 | |||||||||
2016 | — | 6,600 | 6,600 | |||||||||
2017 | — | 6,580 | 6,580 | |||||||||
2018 | — | 6,667 | 6,667 | |||||||||
Thereafter | — | 32,259 | 32,259 | |||||||||
Total future minimum lease payments | 1,295 | $ | 65,132 | $ | 66,427 | |||||||
Less: amount representing interest | (52 | ) | ||||||||||
Present value of minimum lease payments | 1,243 | |||||||||||
Less: current portion | (956 | ) | ||||||||||
Long-term portion | $ | 287 | ||||||||||
Guarantor Arrangements | ||||||||||||
The Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification period is for the officer's or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any future amounts paid. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. Accordingly, the Company had no liabilities recorded for these agreements as of December 31, 2013 and 2012. | ||||||||||||
The Company entered into the FINEP Credit Facility to finance a research and development project on sugarcane-based biodiesel (see Note 5, "Debt"). The FINEP Credit Facility is guaranteed by a chattel mortgage on certain equipment of the Company. The Company's total acquisition cost for the equipment under this guarantee is approximately R$6.0 million (approximately US$2.6 million based on the exchange rate as of December 31, 2013). | ||||||||||||
The Company entered into the BNDES Credit Facility to finance a production site in Brazil (see Note 5, "Debt").The BNDES Credit Facility is collateralized by a first priority security interest in certain of the Company's equipment and other tangible assets with a total acquisition cost of R$24.9 million (approximately US$10.6 million based on the exchange rate as of December 31, 2013). The Company is a parent guarantor for the payment of the outstanding balance under the BNDES Credit Facility. Additionally, the Company is required to provide certain bank guarantees under the BNDES Credit Facility. Accordingly, the Company has a $0.7 million and zero as restricted cash as of December 31, 2013 and 2012, respectively. | ||||||||||||
The Company entered into loan agreements and security agreement where the Company pledged certain farnesene production assets as collateral (the fiduciary conveyance of movable goods) with each of Nossa Caixa and Banco Pine (see Note 5, "Debt"). The Company's total acquisition cost for the farnesene production assets pledged as collateral under these agreements is approximately R$68.0 million (approximately US$29.0 million based on the exchange rate as of December 31, 2013). The Company is also a parent guarantor for the payment of the outstanding balance under these loan agreements. | ||||||||||||
The Company has an export financing agreement for approximately $2.5 million for a one-year term to fund exports through March 2014. This loan is collateralized by future exports from the Company's subsidiary in Brazil. | ||||||||||||
Under an operating lease agreement for its office facilities in Brazil, which commenced on November 15, 2011, the Company is required to maintain restricted cash or letters of credit equal to 3 months of rent of approximately R$0.2 million (approximately US$0.1 million based on the exchange rate as of December 31, 2013) in the aggregate as a guarantee that the Company will meet its performance obligations under such operating lease agreement. | ||||||||||||
In October 2013, the Company entered into a letter agreement with Total relating to the Temasek Bridge Note and to the closing of the August 2013 Financing (referred to as the Amendment Agreement) (see Note 5, "Debt"). In the August 2013 Financing, the Company was required to provide the purchasers under the August 2013 SPA with a security interest in the Company’s intellectual property if Total still held such security interest as of the initial closing of the August 2013 Financing. Under the terms of a previous Intellectual Property Security Agreement by and between the Company and Total (referred to as the Security Agreement), the Company had previously granted a security interest in favor of Total to secure the obligations of the Company under certain convertible promissory notes issued and issuable to Total under the Company’s purchase agreement with Total Purchase Agreement. The Security Agreement provides that such security interest will terminate if Total and the Company enter into certain agreements relating to the formation of the Fuels JV. To get Total to (i) permit the Company to grant the security interest under the Temasek Bridge Note and the August 2013 Financing and (ii) waive a secured debt limitation contained in the outstanding convertible promissory notes held by Total (the “Total Securities”), the Company entered into the Amendment Agreement. Under the Amendment Agreement, the Company agreed to reduce, effective December 2, 2013, the conversion price for the Total Securities issued in 2012 (approximately $48.3 million of which are outstanding as of the date hereof) from $7.0682 per share to $2.20, the market price per share of the Company’s Common Stock as of the signing of the Amendment Agreement, as determined in accordance with applicable NASDAQ rules, unless the Company and Total enter into the JV Agreements on or prior to December 2, 2013. | ||||||||||||
In December 2013, in connection with the execution of JV Documents entered into by and among Amyris, Total and JVCO relating to the establishment of the JVCO (see Note 5, "Debt" and Note 7, "Joint Venture and Noncontrolling Interest"), Amyris agreed to exchange the $69.0 million outstanding Total unsecured convertible notes and issue replacement 1.5% senior secured convertible notes, in principal amounts equal to the principal amount of each Replacement Notes and grant a security interest to Total in and lien on all Amyris’ rights, title and interest in and to Amyris’ shares in the capital of the JVCO. | ||||||||||||
Purchase Obligations | ||||||||||||
As of December 31, 2013, the Company had $9.6 million in purchase obligations which included $8.9 million in non-cancellable contractual obligations and construction commitments, of which $4.0 million have been accrued as loss on purchase commitments. | ||||||||||||
Other Matters | ||||||||||||
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but will only be recorded when one or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against and by the Company or unasserted claims that may result in such proceedings, the Company's management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. | ||||||||||||
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. | ||||||||||||
In May 2013, a securities class action complaint was filed against the Company and its CEO, John G. Melo, in the U.S. District Court for the Northern District of California. In October 2013, the lead plaintiffs filed a consolidated amended complaint. The complaint, as amended, sought unspecified damages on behalf of a purported class that would comprise all individuals who acquired the Company's common stock between April 29, 2011 and February 8, 2012. The complaint alleged securities law violations based on the Company's commercial projections during that period. In December 2013, the Company filed a motion to dismiss the complaint. In March 2014, the court issued an order granting the Company's motion to dismiss with leave to amend the complaint. The Company believes the complaint lacks merit, and intends to defend itself vigorously. Because the case is at a very early stage and no specific monetary demand has been made, it is not possible for us to estimate the potential loss or range of potential losses for the case. | ||||||||||||
In August 2013, a complaint entitled Steve Shannon, derivatively on behalf of Amyris, Inc. v. John G. Melo et al and Amyris, Inc., was filed against the Company as nominal defendant in the United States District Court for the Northern District of California. The lawsuit seeks unspecified damages on behalf of the Company from certain of its current and former officers, directors and employees and alleges these defendants breached their fiduciary duties to the Company and unjustly enriched themselves by making allegedly false and misleading statements and omitting certain material facts in the Company's securities filings. Because this purported stockholder derivative action is based on substantially the same facts as the securities class action described above, the two actions have been related and will be heard by the same judge. By stipulation of the parties, the case has been stayed until the Company either files an answer in the securities class action or the securities action is dismissed with prejudice. The Company does not believe the claims in the complaint have merit, and intends to defend itself vigorously. Because the case is at a very early stage and no specific monetary demand has been made, it is not possible to estimate the potential loss or range of potential losses for the case. | ||||||||||||
The Company is subject to disputes and claims that arise or have arisen in the ordinary course of business and that have not resulted in legal proceedings or have not been fully adjudicated. Such matters that may arise in the ordinary course of business are subject to many uncertainties and outcomes are not predictable with assurance. Therefore, if one or more of these legal disputes or claims resulted in settlements or legal proceedings that were resolved against the Company for amounts in excess of management’s expectations, the Company’s consolidated financial statements for the relevant reporting period could be materially adversely affected. |
Joint_Ventures_and_Noncontroll
Joint Ventures and Noncontrolling Interest | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Joint Ventures and Noncontrolling Interest [Abstract] | ' | |||||||
Joint Ventures and Noncontrolling Interest | ' | |||||||
Joint Venture and Noncontrolling Interest | ||||||||
SMA Indústria Química S.A. | ||||||||
In April 2010, the Company established SMA Indústria Química (or SMA), a joint venture with SMSA, to build a production facility in Brazil. SMA is located at the SMSA mill in Pradópolis, São Paulo state. The joint venture agreements establishing SMA have a 20 year initial term. | ||||||||
SMA is managed by a three member executive committee, of which the Company appoints two members, one of whom is the plant manager who is the most senior executive responsible for managing the construction and operation of the facility. SMA is governed by a four member board of directors, of which the Company and SMSA each appoint two members. The board of directors has certain protective rights which include final approval of the engineering designs and project work plan developed and recommended by the executive committee. | ||||||||
The joint venture agreements require the Company would fund the construction costs of the new facility and SMSA would reimburse the Company up to RS$61.8 million (approximately US$26.4 million based on the exchange rate as of December 31, 2013) of the construction costs after SMA commences production. After commercialization, the Company would market and distribute Amyris renewable products produced by SMA and SMSA would sell feedstock and provide certain other services to SMA. The cost of the feedstock to SMA would be a price that is based on the average return that SMSA could receive from the production of its current products, sugar and ethanol. The Company would be required to purchase the output of SMA for the first four years at a price that guarantees the return of SMSA’s investment plus a fixed interest rate. After this four year period, the price would be set to guarantee a break-even price to SMA plus an agreed upon return. | ||||||||
Under the terms of the joint venture agreements, if the Company becomes controlled, directly or indirectly, by a competitor of SMSA, then SMSA has the right to acquire the Company’s interest in SMA. If SMSA becomes controlled, directly or indirectly, by a competitor of the Company, then the Company has the right to sell its interest in SMA to SMSA. In either case, the purchase price shall be determined in accordance with the joint venture agreements, and the Company would continue to have the obligation to acquire products produced by SMA for the remainder of the term of the supply agreement then in effect even though the Company would no longer be involved in SMA’s management. | ||||||||
The Company has a 50% ownership interest in SMA. The Company has identified SMA as a variable interest entity (or VIE) pursuant to the accounting guidance for consolidating VIEs because the amount of total equity investment at risk is not sufficient to permit SMA to finance its activities without additional subordinated financial support, as well as because the related commercialization agreement provides a substantive minimum price guarantee. Under the terms of the joint venture agreement, the Company directs the design and construction activities, as well as production and distribution. In addition, the Company has the obligation to fund the design and construction activities until commercialization is achieved. Subsequent to the construction phase, both parties equally fund SMA for the term of the joint venture. Based on those factors, the Company was determined to have the power to direct the activities that most significantly impact SMA’s economic performance and the obligation to absorb losses and the right to receive benefits. Accordingly, the financial results of SMA are included in the Company’s consolidated financial statements and amounts pertaining to SMSA’s interest in SMA are reported as noncontrolling interests in subsidiaries. | ||||||||
The Company completed a significant portion of the construction of the new facility in 2012. The Company suspended construction of the facility in order to focus on completing and operating the Company's smaller production facility in Brotas, Brazil. In February 2014, the Company entered into an amendment to the joint venture agreement with SMSA which updates and documents certain preexisting business plan requirements related to the start-up of construction at the joint venture operated plant and sets forth, among other things, (i) the extension of the deadline for the commencement of operations at the joint venture operated plant to no later than 18 months following the construction of the plant, which shall occur no later than March 31, 2017, and (ii) the extension of an option held by SMSA to build a second large-scale farnesene production facility to no later than December 31, 2018 with the commencement of operations at such second facility to occur no later than April 1, 2019. | ||||||||
Novvi S.A. | ||||||||
In June 2011, the Company entered into joint venture agreements with Cosan Combustíveis e Lubrificantes S.A. and Cosan S.A. Industria e Comércio (such Cosan entities, collectively or individually, “Cosan”), related to the formation of a joint venture to focus on the worldwide development, production and commercialization of base oils made from Biofene for the automotive, commercial and industrial lubricants markets (referred to as the Original JV Agreement). The parties originally envisioned operating their joint venture through Novvi S.A., a Brazilian entity jointly owned by Cosan and Amyris Brasil. | ||||||||
Under the Original JV Agreement and related agreements, the Company and Cosan each owned 50% of the Novvi S.A. and each party would share equally in any costs and any profits ultimately realized by Novvi S.A. The joint venture agreement had an initial term of 20 years from the date of the Original JV Agreement, subject to earlier termination by mutual written consent or by a non-defaulting party in the event of specified defaults by the other party. The shareholders' agreement had an initial term of 10 years from the date of the agreement, subject to earlier termination if either the Company or Cosan ceases to own at least 10% of the voting stock of Novvi S.A. Since its formation, Novvi S.A. had minimal operating activities while the Company and Cosan continued to determine and finalize the strategy and operating activities for the joint venture. Upon determination by the Company and Cosan that the joint venture should be operated out of a US entity, the operating activities of Novvi S.A. ceased. The Company has identified that Novvi S.A. is a VIE and determined that the power to direct activities, which most significantly impact the economic success of the joint venture, is equally shared between the Company and Cosan. Accordingly, the Company is not the primary beneficiary and therefore accounts for its investment in Novvi S.A. under the equity method of accounting. | ||||||||
In March 2013, the Company, Amyris Brasil and Cosan entered into a termination agreement to terminate the Original JV Agreement. In addition, Amyris Brasil agreed to sell, its 50% ownership in Novvi S.A. for approximately R$22,000 (approximately US$9,391 based on the exchange rate as of December 31, 2013) which represented the current value of its 50% equity ownership in Novvi S.A., a now-dormant company, to Cosan. Upon the consummation of the transaction with the shares transferring from Amyris Brasil to Cosan, the Novvi S.A. shareholders agreement automatically terminated. | ||||||||
Novvi LLC | ||||||||
In September 2011, the Company and Cosan US, Inc. (or Cosan U.S.) formed Novvi LLC, a U.S. entity that is jointly owned by the Company and Cosan U.S. (or Novvi). In March 2013, the Company and Cosan U.S. entered into agreements to (i) expand their base oils joint venture to also include additives and lubricants and (ii) operate their joint venture exclusively through Novvi. Specifically, the parties entered into an Amended and Restated Operating Agreement for Novvi (referred to as the Operating Agreement), which sets forth the governance procedures for Novvi and the joint venture and the parties' initial contribution. The Company also entered into an IP License Agreement with Novvi (referred to as the IP License Agreement) under which the Company granted Novvi (i) an exclusive (subject to certain limited exceptions for the Company), worldwide, royalty-free license to develop, produce and commercialize base oils, additives, and lubricants derived from Biofene for use in automotive and industrial lubricants markets and (ii) a non-exclusive, royalty free license, subject to certain conditions, to manufacture Biofene solely for its own products. In addition, both the Company and Cosan U.S. granted Novvi certain rights of first refusal with respect to alternative base oil and additive technologies that may be acquired by the Company or Cosan U.S. during the term of the IP License Agreement. Under these agreements, the Company and Cosan U.S. will each own 50% of Novvi and each party will share equally in any costs and any profits ultimately realized by the joint venture. Novvi is governed by a six member Board of Managers (or the Board Managers), with three managers represented by each investor. The Board of Managers appoints the officers of Novvi, who are responsible for carrying out the daily operating activities of Novvi as directed by the Board of Managers. The IP License Agreement has an initial term of 20 years from the date of the agreement, subject to standard early termination provisions such as uncured material breach or a party's insolvency. Under the terms of the Operating Agreement, Cosan U.S. is obligated to fund its 50% ownership share of Novvi in cash in the amount of $10.0 million and the Company is obligated to fund its 50% ownership share of Novvi through the granting of an IP License to develop, produce and commercialize base oils, additives, and lubricants derived from Biofene for use in the automotive, commercial and industrial lubricants markets which has been agreed upon by Cosan U.S. and Amyris valued at $10.0 million. In March 2013, the Company measured its initial contribution of intellectual property to Novvi at the Company's carrying value of the licenses granted under the IP License Agreement, which was zero. Additional funding requirements to finance the ongoing operations of Novvi are expected to happen through revolving credit or other loan facilities provided by unrelated parties (i.e. such as financial institutions); cash advances or other credit or loan facilities provided by the Company and Cosan U.S. or their affiliates; or additional capital contributions by the Company and Cosan U.S. | ||||||||
The Company has identified Novvi as a VIE and determined that the power to direct activities, which most significantly impact the economic success of the joint venture (i.e. continuing research and development, marketing, sales, distribution and manufacturing of Novvi products), is equally shared between the Company and Cosan U.S. Accordingly, the Company is not the primary beneficiary and therefore accounts for its investment in Novvi under the equity method of accounting. The Company will continue to reassess its primary beneficiary analysis of Novvi if there are changes in events and circumstances impacting the power to direct activities that most significantly affect Novvi's economic success. Under the equity method, the Company's share of profits and losses are included in “Other income (expense), net” in the consolidated statements of operations. For the year ended December 31, 2013, the Company recorded no amounts for its share of Novvi's net loss as the carrying amount of the Company's investment in Novvi was zero and losses in excess of the carrying amount were offset by the accretion of the Company's share in the basis difference resulting from the parties' initial contribution. The Company recorded $2.6 million of revenue from the research and development activities that it has performed on behalf of Novvi and recognized $1.1 million in product sales from Novvi for the year ended December 31, 2013. | ||||||||
Total Amyris BioSolutions B.V. | ||||||||
In November 2013, the Company and Total Energies Nouvelles Activités USA (formerly known as Total Gas & Power USA, SAS, or Total), formed Total Amyris BioSolutions B.V., a private company with limited liability incorporated under the laws of the Netherlands (or JVCO). The common equity of JVCO is jointly owned (50%/50%) by the Company and Total, and the preferred equity of JVCO is 100% owned by the Company. The Parties have agreed that JVCO’s purpose is limited to executing the License Agreement and maintaining such licenses under it, unless and until either (i) Total elects to go forward with either the full (diesel and jet fuel) JVCO commercialization program or the jet fuel component of the JVCO commercialization program (a “Go Decision”), (ii) Total elects to not continue its participation in the R&D Program and JVCO (a “No-Go Decision”), or (iii) Total exercises any of its rights to buy out the Company’s interest in JVCO. Following a Go Decision, the articles and shareholders’ agreement would be amended and restated to be consistent with the shareholders’ agreement contemplated by the July 2012 Agreements (see Note 5, "Debt" and Note 8, "Significant Agreements"). | ||||||||
The JVCO has an initial capitalization of €0.1 million (approximately US$0.1 million based on the exchange rate as of December 31, 2013). The Company has identified JVCO as a VIE and determined that the Company is not the primary beneficiary and therefore accounts for its investment in JVCO under the equity method of accounting. Under the equity method, the Company's share of profits and losses are included in "Other income (expense), net" in the consolidated statements of operations. No later than six months prior to July 31, 2016, the Company and Total shall amend the July 2012 Agreements to reflect the corporate structure of JVCO, amend and restate the articles of association of JVCO, finalize and agree on a five-year plan and an initial budget, maximize economic viability and value of JVCO and enter into the Total license agreement. The Company will reevaluate its assessment in 2016 based on the specific terms of the final shareholders' agreement. | ||||||||
Glycotech | ||||||||
In January 2011, the Company entered into a production service agreement (referred to as the Glycotech Agreement) with Glycotech, Inc. (or Glycotech), under which Glycotech provides process development and production services for the manufacturing of various Company products at its leased facility in Leland, North Carolina. The Company products manufactured by Glycotech are owned and distributed by the Company. Pursuant to the terms of the production Glycotech Agreement, the Company is required to pay the manufacturing and operating costs of the Glycotech facility, which is dedicated solely to the manufacture of Amyris products. The initial term of the Glycotech Agreement was for a two year period commencing on February 1, 2011 and the Glycotech Agreement renews automatically for successive one-year terms, unless terminated by the Company. Concurrent with the Glycotech Agreement, the Company also entered into a Right of First Refusal Agreement with the lessor of the facility and site leased by Glycotech (or the ROFR Agreement). Per conditions of the ROFR Agreement, the lessor agreed not to sell the facility and site leased by Glycotech during the term of the Glycotech Agreement. In the event that the lessor is presented with an offer to sell or decides to sell an adjacent parcel, the Company has the right of first refusal to acquire it. | ||||||||
The Company has determined that the arrangement with Glycotech qualifies as a VIE. The Company determined that it is the primary beneficiary of this arrangement since it has the power through the management committee over which it has majority control to direct the activities that most significantly impact Glycotech's economic performance. In addition, the Company is required to fund 100% of Glycotech's actual operating costs for providing services each month while the facility is in operation under the production service agreement. Accordingly, the Company consolidates the financial results of Glycotech. As of December 31, 2013, the carrying amounts of the consolidated VIE's assets and liabilities were not material to the Company's consolidated financial statements. | ||||||||
The table below reflects the carrying amount of the assets and liabilities of the two consolidated VIEs for which the Company is the primary beneficiary. As of December 31, 2013, the assets include $21.6 million in property, plant and equipment, $3.9 million in other assets and $0.3 million in current assets. The liabilities include $0.1 million in accounts payable and accrued current liabilities and $0.1 million in loan obligations by Glycotech to its shareholders that are non-recourse to the Company. The creditors of each consolidated VIE have recourse only to the assets of that VIE. | ||||||||
December 31, | ||||||||
(In thousands) | 2013 | 2012 | ||||||
Assets | $ | 25,730 | $ | 29,564 | ||||
Liabilities | $ | 229 | $ | 355 | ||||
The change in noncontrolling interest for the years ended December 31, 2013 and 2012 is summarized below (in thousands): | ||||||||
2013 | 2012 | |||||||
Balance at January 1 | $ | (877 | ) | $ | (240 | ) | ||
Addition to noncontrolling interest | — | — | ||||||
Foreign currency translation adjustment | 89 | 257 | ||||||
Loss attributable to noncontrolling interest | 204 | (894 | ) | |||||
Balance at December 31 | $ | (584 | ) | $ | (877 | ) |
Significant_Agreements
Significant Agreements | 12 Months Ended | |
Dec. 31, 2013 | ||
Significant Agreements [Abstract] | ' | |
Significant Agreements | ' | |
Significant Agreements | ||
Research and Development Activities | ||
Total Collaboration Agreement | ||
In June 2010, the Company entered into a technology license, development, research and collaboration agreement (referred to as the Collaboration Agreement”) with Total Gas & Power USA Biotech, Inc., an affiliate of Total S.A. (Total S.A. and its relevant affiliates, collectively, “Total”). The Collaboration Agreement sets forth the terms for the research, development, production and commercialization of certain to-be-determined chemical and/or fuel products made through the use of the Company’s synthetic biology platform. The Collaboration Agreement established a multiphased process through which projects are identified, screened, studied for feasibility, and ultimately selected as a project for development of an identified lead compound using an identified microbial strain. Under the terms of the Collaboration Agreement, Total funded up to the first $50.0 million in research and development costs for the selected projects; thereafter the parties share such costs equally. Amyris has agreed to dedicate the laboratory resources needed for collaboration projects. Total also plans to second employees at Amyris to work on the projects. Once a development project has commenced, the parties are obligated to work together exclusively to develop the lead compound during the project development phase. After a development project is completed, the Company and Total expect to form one or more joint ventures to commercialize any products that are developed, with costs and profits to be shared on an equal basis, provided that if Total has not achieved profits from sales of a joint venture product equal to the amount of funding it provided for development plus an agreed upon rate of return within three years of commencing sales, then Total will be entitled to receive all profits from sales until this rate of return has been achieved. Each party has certain rights to independently produce commercial quantities of these products under certain circumstances, subject to paying royalties to the other party. Total has the right of first negotiation with respect to exclusive commercialization arrangements that the Company would propose to enter into with certain third parties, as well as the right to purchase any of the Company’s products on terms no less favorable than those offered to or received by the Company from third parties in any market where Total or its affiliates have a significant market position. | ||
The Collaboration Agreement has an initial term of twelve years and is renewable by mutual agreement by the parties for additional three year periods. Neither the Company nor Total has the right to terminate the agreement voluntarily. The Company and Total each have the right to terminate the agreement in the event the other party commits a material breach, is the subject of certain bankruptcy proceedings or challenges a patent licensed to it under the Collaboration Agreement. Total also has the right to terminate the Collaboration Agreement in the event the Company undergoes a sale or change of control to certain entities. If the Company terminates the Collaboration Agreement due to a breach, bankruptcy or patent challenge by Total, all licenses the Company has granted to Total terminate except licenses related to products for which Total has made a material investment and licenses related to products with respect to which binding commercialization arrangements have been approved, which will survive subject, in most cases, to the payment of certain royalties by Total to the Company. Similarly, if Total terminates the Collaboration Agreement due to a breach, bankruptcy or patent challenge by the Company, all licenses Total has granted to the Company terminate except licenses related to products for which the Company has made a material investment, certain grant-back licenses and licenses related to products with respect to which binding commercialization arrangements have been approved, which will survive subject, in most cases, to the payment of certain royalties to Total by the Company. On expiration of the Collaboration Agreement, or in the event the Collaboration Agreement is terminated for a reason other than a breach, bankruptcy or patent challenge by one party, licenses applicable to activities outside the collaboration generally continue with respect to intellectual property existing at the time of expiration or termination subject, in most cases, to royalty payments. There are circumstances under which certain of the licenses granted to Total will survive on a perpetual, royalty-free basis after expiration or termination of the Collaboration Agreement. Generally these involve licenses to use the Company’s synthetic biology technology and core metabolic pathway for purposes of either independently developing further improvements to marketed collaboration technologies or products or the processes for producing them within a specified scope agreed to by the Company and Total prior to the time of expiration or termination, or independently developing early stage commercializing products developed from collaboration compounds that met certain performance criteria prior to the time the agreement expired or was terminated and commercializing products related to such compounds. After the Collaboration Agreement expires, the Company may be obligated to provide Total with ongoing access to Amyris laboratory facilities to enable Total to complete research and development activities that commenced prior to termination. | ||
In June 2010, concurrent with the Collaboration Agreement, the Company issued 7,101,548 shares of Series D preferred stock to Total for aggregate proceeds of approximately $133.0 million at a per share price of $18.75, which was lower than the per share fair value of common stock as determined by management and the Board of Directors. Due to the fact the Collaboration Agreement and the issuance of shares to Total occurred concurrently, the terms of both the Collaboration Agreement and the issuance of preferred stock were evaluated to determine whether their separately stated pricing was equal to the fair value of services and preferred stock. The Company determined that the fair value of Series D preferred stock was $22.68 at the time of issuance, and therefore, the Company measured the preferred stock initially at its fair value with a corresponding reduction in the consideration for the services under the Collaboration Agreement. As revenue from the Collaboration Agreement will be generated over a period of time based on the performance requirements, the Company recorded the difference between the fair value and consideration received for the Series D preferred stock of $27.9 million as a Deferred Charge Asset within "Other Assets" on the balance sheet at the time of issuance which will be recognized as a reduction to revenue in proportion to the total estimated revenue under the collaboration agreement. As of December 31, 2013 and 2012, the Company has recognized a cumulative reduction of $27.9 million and $27.9 million, respectively, against the deferred charge asset. | ||
As a result of recording the Series D preferred stock at its fair value, the effective conversion price was greater than the fair value of common stock as determined by management and the Board of Directors. Therefore, no beneficial conversion feature was recorded at the time of issuance. The Company further determined that the conversion option with a contingent reduction in the conversion price upon a qualified IPO was a potential contingent beneficial feature and, as a result, the Company calculated the intrinsic value of such conversion option upon occurrence of the qualified IPO. The Company determined that a contingent beneficial conversion feature existed and the Company recorded a charge within the equity section of its balance sheet, which impacted earnings per share for the year ended December 31, 2010, based upon the price at which shares were offered to the public in the IPO in relation to the adjustment provisions provided for the Series D preferred stock. | ||
In connection with Total’s equity investment, the Company agreed to appoint a person designated by Total to serve as a member of the Company’s Board of Directors in the class subject to the latest reelection date, and to use reasonable efforts, consistent with the Board of Directors’ fiduciary duties, to cause the director designated by Total to be re-nominated by the Board of Directors in the future. These membership rights terminate upon the earlier of Total holding less than half of the shares of common stock originally issuable upon conversion of the Series D preferred stock or a sale of the Company. | ||
The Company also agreed with Total that, so long as Total holds at least 10% of the Company’s voting securities, the Company will notify Total if the Company’s Board of Directors seeks to cause the sale of the Company or if the Company receives an offer to be acquired. In the event of such decision or offer, the Company must provide Total with all information given to an offering party and certain other information, and Total will have an exclusive negotiating period of fifteen business days in the event the Board of Directors authorizes the Company to solicit offers to buy the Company, or five business days in the event that the Company receives an unsolicited offer to be acquired. This exclusive negotiation period will be followed by an additional restricted negotiation period of ten business days, during which the Company will be obligated to negotiate with Total and will be prohibited from entering into an agreement with any other potential acquirer. Total has also entered into a standstill agreement pursuant to which it agreed for a period of three years not to acquire in excess of the greater of 20% of the number of shares of Series D preferred stock purchased by Total (during the initial two years) or 30% (during the third year) of the Company’s common stock without the prior consent of the Company's Board of Directors, except that, among other things, if another person acquires more than Total’s then current holdings of the Company’s common stock, then Total may acquire up to that amount plus one share. | ||
In November 2011, the Company and Total entered into an amendment of their Technology License, Development, Research and Collaboration Agreement (referred to as the Amendment). The Amendment provided for an exclusive strategic collaboration for the development of renewable diesel products and contemplated that the parties would establish a joint venture (or the JV) for the production and commercialization of such renewable diesel products on an exclusive, worldwide basis. In addition, the Amendment contemplated providing the JV with the right to produce and commercialize certain other chemical products on a non-exclusive basis. The amendment further provided that definitive agreements to form the JV had to be in place by March 31, 2012 or such other date as agreed to by the parties or the renewable diesel program, including any further collaboration payments by Total related to the renewable diesel program, would terminate. In the second quarter of 2012, the parties extended the deadline to June 30, 2012, and, through June 30, 2012 the parties were engaged in discussions regarding the structure of future payments related to the program, until the amendment was superseded by a further amendment in July 2012. | ||
Pursuant to the Amendment, Total agreed to fund the following amounts: (i) the first $30.0 million in research and development costs related to the renewable diesel program which have been incurred since August 1, 2011, which amount would be in addition to the $50.0 million in research and development funding contemplated by the Collaboration Agreement, and (ii) for any research and development costs incurred following the JV formation date that were not covered by the initial $30.0 million, an additional $10.0 million in 2012 and up to an additional $10.0 million in 2013, which amounts would be considered part of the $50.0 million contemplated by the Collaboration Agreement. In addition to these payments, Total further agreed to fund 50% of all remaining research and development costs for the renewable diesel program under the Amendment. | ||
In July 2012, the Company entered into the July 2012 Agreements with Total that expanded Total's investment in the biofene collaboration to encompass certain joint venture products for use in diesel and jet fuel on a worldwide basis and provide a new structure for the research and development program and formation of the joint venture (or the Fuels JV), to commercialize the products encompassed by the diesel and jet fuel research and development program (the “Program”) and change the structure of the funding from Total to include a convertible debt mechanism (see Note 5, "Debt"). As a part of the July 2012 Agreements, Total's royalty option contingency related to diesel was removed and the jet fuel collaboration was combined with the expanded biofene collaboration. As a result, $46.5 million of payments received from Total that had been recorded as an advance from the collaborator were no longer contingently repayable. Of this amount, $23.3 million was treated as a repayment by the Company and included as part of the senior unsecured convertible promissory note issued to Total in July 2012 and the remaining $23.2 million was recorded as a contract to perform research and development services, which was offset by the reduction of the capitalized deferred charge asset of $14.4 million resulting in the Company recording revenue from a related party of $8.9 million in 2012. | ||
Under the July 2012 Agreements, the Company controls operations and execution of the Program subject to strategic and ultimate decision-making authority by a management committee composed of Company and Total representatives, and Total participates in the ultimate Fuels JV, or receives rights to recover its investment if, at a series of decision points, it decides not to proceed with the project. The agreements contemplate that the parties would grant exclusive manufacturing and commercial licenses to the Fuels JV for the Fuels JV products when the Fuels JV is formed (subject to requirements for the Company to grant the license to Total in the event the Fuels JV is not formed because of a deadlock, followed by an election by the Company to sell to Total the assets it otherwise would have contributed to the Fuels JV, or earlier under certain circumstances), and that the Company would retain the right to make and sell products other than the Fuels JV products. Under the agreements, the Fuels JV licenses would be consistent with the principle that development, production and commercialization of the Fuels JV products in Brazil will remain with the Company unless Total elects, after formation of the Fuels JV, to have such business contributed to the Fuels JV. The agreements also provide that certain Fuels JV non-exclusive products that were contemplated by the November 2011 amendment to the collaboration agreement are no longer to be included in the Fuels JV, but that the parties will explore potential development and commercialization of such products at a later date. | ||
The agreements contemplate that the research and development efforts under the Program may extend through 2016, with a series of “Go/No Go” decisions by Total through such date tied to funding by Total. Each funding tranche involves the issuance of senior unsecured convertible promissory notes by the Company to Total (see Note 5, "Debt"). The agreements provided for cash funding by Total of $15.0 million in July 2012 and an additional $15.0 million in September 2012. Such funding occurred in July and September as contemplated by the agreements. Further, Total funded $30.0 million in July 2013, and, if it chooses to proceed with the Program, will fund an additional $10.85 million in July 2014 and $10.85 million in January 2015 (referred to as the Third Closing). Thirty days following the earlier of the completion of the research and development program or December 31, 2016, Total has a final opportunity to decide whether or not to proceed with the Program. | ||
At either of the decision points tied to the funding described above (in July 2013 or July 2014), if Total decides not to continue to fund the Program (or, at any funding date does not provide funding based on (i) the Company's failure to satisfy a closing condition under the purchase agreement for the notes, or (ii) Total's breach of the purchase agreement), the notes previously issued under the purchase agreement would remain outstanding and become payable by the Company at the maturity date in March 2017, the Program and associated agreements would terminate, all Company rights granted for use in farnesene-based diesel and farnesene-based jet fuel would revert to the Company, and no Fuels JV would be formed to commercialize the Fuels JV products. | ||
In the final “Go/No Go” decision described above, Total may elect to (i) go forward with the full Program (diesel and jet fuel) (a “Go” decision), (ii) not continue its participation in the full Program, or (iii) go forward only with the jet fuel component of the Program, with the following outcomes: | ||
• | For a “Go” decision by Total with respect to the whole Program, the parties would form the Fuels JV and the notes would be cancelled. | |
• | For a “No-Go” decision by Total with respect to the whole Program, the consequences would be as described in the paragraph above regarding a decision by Total not to continue to fund the Program. | |
• | For a decision by Total to proceed with the jet fuel component of the Program and not the diesel component of the Program, 70% of the principal amount outstanding under the notes would remain outstanding and become payable by the Company and 30% of the outstanding principal of such notes would be cancelled, the diesel product would no longer be included in the collaboration, the Fuels JV would not receive rights to products for use in diesel fuels, and the Fuels JV would be formed by the parties to commercialize products for use in jet fuels. | |
The agreements contemplate that the parties will finalize the structure for the Fuels JV as set forth in the agreements and that the Fuels JV, if and when it is formed, would, subject to the conditions described below and absent other agreement, be owned equally (50%/50%) by the Company and Total. Under the agreements, the parties will, prior to the projected completion date, enter into a shareholders' agreement governing the Fuels JV, agree on the budget and business plan for the Fuels JV, and form the Fuels JV. In addition, following a final “Go” decision, the parties would enter into the Fuels JV license agreements, contribution agreements and other agreements required to establish the Fuels JV and enable it to operate. | ||
Within thirty days prior to the final “Go” decision, Total may declare a “deadlock” if the parties fail to come to agreement on various matters relating to the formation of the Fuels JV, at which point Total may (i) elect to declare a “No-Go” decision, which has the consequences described above, or (ii) initiate a process whereby the fair value of the proposed Fuels JV would be determined and the Company would then have the option to: (i) elect to sell to Total the assets that the Company would have been required to contribute to the Fuels JV for an amount equal to 50% of such fair value; (ii) proceed with the formation of the Fuels JV (accepting Total's position with respect to the funding requirement of the Fuels JV) and becoming a 50% owner of the Fuels JV; or (iii) proceed with the formation of the Fuels JV (accepting Total's position with respect to the funding requirements of the Fuels JV), and then sell all or a portion of its 50% interest in the Fuels JV to Total for a price equal to the fair value multiplied by the percentage ownership of the Fuels JV sold to Total. | ||
The agreements provide that the Company would initially retain its ability to develop its diesel and jet fuel business in Brazil, and that Total has an option to require the Company to contribute its Brazil diesel and jet fuel business to the Fuels JV at a price determined pursuant to the agreements. Such option terminates if the Fuels JV is not formed or if Total subsequently buys out the Company's Fuels JV contribution. Furthermore, the option is limited to the jet fuel business if Total opts out of the diesel component of the Program as described above. | ||
Under the agreements, Total has a right to participate in future equity or convertible debt financings of the Company through December 31, 2013 to preserve its pro rata ownership of the Company and thereafter in limited circumstances. The purchase price for the first $30.0 million of purchases under this pro rata right would be paid by cancellation of outstanding notes held by Total. | ||
In connection with the purchase agreement and sale of the Notes, the Company entered into a registration rights agreement. Under such agreement, the Company is obligated to file a registration statement on Form S-3 with the SEC registering the resale of all of the shares of the Company's common stock issuable upon conversion of the notes within twenty days prior to the maturity date of the notes or within 30 days following optional conversion. In addition, the Company is obligated to have the registration statement declared effective within 70-100 days following the filing depending on whether the Company receives comments from the SEC. If the registration statement filing is delayed or the registration statement is not declared effective within the foregoing time frames, the Company is required to make certain monthly payments to the Total. | ||
As a result, $46.5 million of payments received from Total that had been recorded as an advance from the collaborator were no longer contingently repayable. Of this amount, $23.3 million was treated as a repayment by the Company and included as part of the senior unsecured convertible promissory note issued to Total in July 2012 and the remaining $23.2 million was recorded as a contract to perform research and development services, which was offset by the reduction of the capitalized deferred charge asset of $14.4 million resulting in the Company recording revenue from a related party of $8.9 million. | ||
In December 2012, Total elected to participate in a private placement of the Company's common stock by exchanging approximately $5.0 million of its $53.3 million in senior unsecured convertible promissory notes into 1,677,852 shares of the Company's common stock at $2.98 per share. As such, $5.0 million of the outstanding $53.3 million in senior unsecured convertible debt was cancelled. | ||
In March 2013, the Company entered into the March 2013 Letter Agreement under which Total agreed to waive its right and to cease its participation in the fuels collaboration at the July 2013 decision point and committed to proceed with the July 2013 funding tranche of $30.0 million (subject to the Company's satisfaction of the relevant closing conditions for such funding in the Total Purchase Agreement). As consideration for this waiver and commitment, the Company agreed to: | ||
• | Reduce the conversion price for the senior unsecured convertible promissory notes to be issued in connection with such funding from $7.0682 per share to a price per share equal to the greater of (i) the consolidated closing bid price of the Company's common stock on the date of the letter agreement, plus $0.01, and (ii) $3.08 per share, provided that the conversion price would not be reduced by more than the maximum possible amount permitted under the rules of NASDAQ such that the new conversion price would require the Company to obtain stockholder consent; and | |
• | Grant Total a senior security interest in the Company's intellectual property, subject to certain exclusions and subject to release by Total when the Company and Total enter into final documentation regarding the establishment of the Fuels JV. | |
In addition to the waiver by Total described above, Total also agreed that, at the Company's request and contingent upon the Company meeting its obligations described above, it would pay advance installments of the amounts otherwise payable at the July 2013 closing. Specifically, if the Company requested such advance installments, subject to certain closing conditions and delivery of certifications regarding the Company's cash levels, Total was obligated to fund $10.0 million no later than May 15, 2013, and an additional $10.0 million no later than June 15, 2013, with the remainder to be funded on the original July 2013 closing date. | ||
In June 2013, the Company sold and issued a 1.5% Senior Unsecured Convertible Note to Total in the face amount of $10.0 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement as discussed above. In accordance with the March 2013 Letter Agreement, this convertible note has an initial conversion price equal to $3.08 per share of the Company's common stock. The Company did not request the May advance of $10.0 million, but did request the June advance (as described above), under which this convertible note was issued (see Note 5, "Debt"). | ||
In July 2013, the Company sold and issued a 1.5% Senior Unsecured Convertible Note to Total in the face amount of $20.0 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement as discussed above (see Note 5, "Debt"). This purchase and sale completed Total's commitment to purchase $30.0 million of such notes by July 2013. In accordance with the March 2013 Letter Agreement, this convertible note has an initial conversion price equal to $3.08 per share of Company common stock. | ||
The conversion prices of the notes issued under the Total Purchase Agreement are subject to adjustment for proportional adjustments to outstanding common stock and under anti-dilution provisions in case of certain dividends and distributions. Total has a right to require repayment of 101% of the principal amount of the notes in the event of a change of control of the Company and the notes provide for payment of unpaid interest on conversion following such a change of control if Total does not require such repayment. The purchase agreement and notes include covenants regarding payment of interest, maintenance of the Company's listing status, limitations on debt, maintenance of corporate existence, and filing of SEC reports. The notes include standard events of default resulting in acceleration of indebtedness, including failure to pay, bankruptcy and insolvency, cross-defaults, and breaches of the covenants in the purchase agreement and notes, with added default interest rates and associated cure periods applicable to the covenant regarding SEC reporting. Furthermore, the notes include restrictions on the amount of debt the Company is permitted to incur. With exceptions for certain existing debt, refinancing of such debt and certain other exclusions and waivers, the notes provide that the Company's total outstanding debt at any time cannot exceed the greater of $200.0 million or 50% of its consolidated total assets and its secured debt cannot exceed the greater of $125.0 million or 30% of its consolidated total assets. In connection with the Company’s closing of a short-term bridge loan for $35.0 million in October 2013, Total waived compliance with the debt limitations outlined above as to the $35.0 million bridge loan and the August 2013 Financing. | ||
In connection with the August 2013 Financing, the Company entered into the August 2013 SPA (see Note 1, "The Company" and Note 5, "Debt") with Total and Temasek to sell up to $73.0 million in convertible promissory notes in private placements, with such notes to be sold and issued over a period of up to 24 months from the date of signing. The August 2013 SPA provided for the August 2013 Financing to be divided into two tranches (the first tranche for $42.6 million and the second tranche for $30.4 million), each with differing closing conditions. Of the total possible purchase price in the financing, $60.0 million to be paid in the form of cash by Temasek ($35.0 million in the first tranche and up to $25.0 million in the second tranche) and $13.0 million to be paid by the exchange and cancellation of outstanding convertible promissory notes held by Total in connection with its exercise of pro rata rights ($7.6 million in the first tranche and $5.4 million in the second tranche). The August 2013 SPA included requirements that the Company meet certain production milestones before the second tranche would become available, obtain stockholder approval prior to completing any closing of the transaction, and issue a warrant to Temasek to purchase 1,000,000 shares of the Company's common stock at an exercise price of $0.01 per share, exercisable only if Total converts preexisting promissory notes with a certain per share conversion price. In September 2013, the Company's stockholders approved the August 2013 Financing. | ||
In October 2013, the Company amended the August 2013 SPA (referred to as the Amendment No. 1 to SPA) (see Note 1, "The Company") to include Fidelity Entities in the Tranche I Notes in the principal amount of $7.6 million, and to proportionally increase the amount acquired by exchange and cancellation of outstanding convertible notes held by Total through pro rata rights to $14.6 million ($9.2 million in the Tranche I and up to $5.4 million in the Tranche II). Also in October 2013, the Company completed the closing of the first tranche of the August 2013 Financing, issuing a total of $51.8 million in convertible promissory notes (the “Tranche I Notes”) for cash proceeds of $7.6 million and cancellation of outstanding convertible promissory notes of $44.2 million, of which $35.0 million resulted from cancellation of the Temasek Bridge Note (see Note 5, "Debt"). The Tranche I Notes are due sixty months from the date of issuance and will be convertible into the Company’s common stock at a conversion price equal to $2.44, subject to adjustment as described below. The Tranche I Notes are convertible at the option of the holder: (i) at any time after 18 months from the date of the August 2013 SPA, (ii) on a change of control of the Company and (iii) upon the occurrence of an event of default. The conversion price of the Tranche I Notes will be reduced to $2.15 if a specified Company manufacturing plant fails to achieve a total production of 1.0 million liters within a run period of 45 days prior to June 30, 2014, the Company fails to achieve gross margins from product sales of at least 5% prior to June 30, 2014, or the Company reduces the conversion price of certain existing promissory notes held by Total prior to the repayment or conversion of the Tranche I Notes. If either of the production and margin milestones occur, and in addition, the Company reduces the conversion price of certain existing promissory notes held by Total prior to the repayment or conversion of the Tranche I Notes, the conversion price of the Tranche I Notes will be reduced to $1.87. Each Tranche I Note accrues interest from the date of issuance until the earlier of the date that such Tranche I Note is converted into the Company’s common stock or is repaid in full. Interest accrues at a rate of 5% per six months, compounded semiannually (with graduated interest rates of 6.5% applicable to the first 180 days and 8% applicable thereafter as the sole remedy should the Company fail to maintain NASDAQ listing status or at 6.5% for all other defaults). Interest for the first 30 months is payable in kind and added to the principal every six-months and thereafter, the Company may continue to pay interest in kind by adding to the principal every six-months or may elect to pay interest in cash. The Tranche I Notes may be prepaid by the Company after 30 months from the issuance date and initial interest payment; thereafter the Company has the option to prepay the Tranche I Notes every six months at the date of payment of the semi-annual coupon. | ||
The convertible promissory notes issuable in the second tranche of the August 2013 Financing (referred to as the Tranche II Notes) would be due 5 years after the date of the issuance of the first Tranche II Notes and would be subject to a conversion price equal to $2.87, subject to adjustment as described below. Specifically, the Tranche II Notes would be convertible at the option of the holder (i) at any time 12 months after issuance, (ii) on a change of control of the Company, and (iii) upon the occurrence of an event of default. Each Tranche II Notes will accrue interest from the date of issuance until the earlier of the date that such Tranche II Notes is converted into the Company's common stock or repaid in full. Interest will accrue at a rate per annum equal to 10% , compounded annually (with graduated interest rates of 13% applicable to the first 180 days and 16% applicable thereafter as the sole remedy should the Company fail to maintain NASDAQ listing status or at a rate equal to 12% for all other defaults). Interest for the first 36 months shall be payable in kind and added to the principal every year following the issue date and thereafter, the Company may continue to pay interest in kind by adding to the principal on every year anniversary of the issue date or may elect to pay interest in cash. | ||
In addition to the conversion price adjustments set forth above, the conversion prices of the Tranche I Notes and Tranche II Notes are subject to further adjustment (i) according to proportional adjustments to outstanding common stock of the Company in case of certain dividends and distributions, (ii) according to anti-dilution provisions, and (iii) with respect to notes held by any purchaser other than Total, in the event that Total exchanges existing convertible notes for new securities of the Company in connection with future financing transactions in excess of its pro rata amount. Notwithstanding the foregoing, holders of a majority of the principal amount of the notes outstanding at the time of conversion may waive any anti-dilution adjustments to the conversion price. The purchasers have a right to require repayment of 101% of the principal amount of the notes in the event of a change of control of the Company and the notes provide for payment of unpaid interest on conversion following such a change of control if the purchasers do not require such repayment. The August 2013 SPA, Tranche I Notes and Tranche II Notes include covenants regarding payment of interest, maintenance of the Company’s listing status, limitations on debt and on certain liens, maintenance of corporate existence, and filing of SEC reports. The notes include standard events of default resulting in acceleration of indebtedness, including failure to pay, bankruptcy and insolvency, cross-defaults, and breaches of the covenants in the August 2013 SPA, Tranche I Notes and Tranche II Notes, with default interest rates and associated cure periods applicable to the covenant. | ||
In December 2013, the Company executed the JV Documents among Amyris, Total and JVCO relating to the establishment of the JVCO (see Note 7, "Joint Venture and Noncontrolling Interest"), Amyris has agreed to (i) exchange the $69.0 million outstanding Total 1.5% Senior Unsecured Convertible Note and issue a replacement 1.5% senior secured convertible notes, in principal amounts equal to the principal amount of each cancelled note (the “Replacement Notes”) and (ii) to grant to Total a security interest in and lien on all Amyris’ rights, title and interest in and to Amyris’ shares in the capital of the JVCO. Any Securities to be purchased and sold at the Third Closing by Total shall be 1.5% senior secured convertible notes shall have a conversion price of $7.0682. As a consequence of executing the JV Documents and forming JVCO, the Second Amendment of the August 2013 SPA and Restated Intellectual Property Security Agreement dated as of October 16, 2013, executed by Amyris in favor of Total, Temasek, and certain entities affiliated with Fidelity Investments, under which the Company granted a security interest in all of Amyris’ intellectual property was automatically terminated effective as of December 2, 2013 upon Total’s and the Company’s joint written notice to Temasek. Also, in December 2013, Amyris and Total executed the Amended and Restated Master Framework Agreement which amends and restates the Master Framework Agreement dated July 30, 2012 and amended on March 24, 2013. | ||
In December 2013, the Company, Total, Temasek, Fidelity Entities and Wolverine amended the August 2013 SPA and Amendment No. 1 to SPA (referred to as Amendment No. 2 to SPA). Under the Amendment No. 2 to the SPA the Company placed a $3.0 million of senior unsecured convertible notes under the second tranche of August 2013 Financing to funds affiliated with Wolverine Asset Management and elected to call $25.0 million in additional funds from Temasek pursuant to its previous commitment to purchase such amount of convertible promissory notes in the second tranche. Additionally, the Company agreed to sell approximately $6.0 million of convertible promissory notes in the second tranche to Total through cancellation of the same amount of principal of previously outstanding convertible notes held by Total (in respect of Total’s preexisting contractual right to maintain its pro rata ownership position through such cancellation. The second tranche funding closed in the first quarter of 2014. | ||
Collaboration Partner Joint Development and License Agreement | ||
In April 2013, the Company entered into a joint development and license agreement with a collaboration partner. Under the terms of the multi-year agreement, the collaboration partner and the Company will jointly develop certain fragrance ingredients. The collaboration partner will have exclusive rights to these fragrance ingredients for applications in the flavors and fragrances field, and the Company will have exclusive rights in other fields. The collaboration partner and the Company will share in the economic value derived from these ingredients. The joint development and license agreement provided for up to $6.0 million in funding based upon the achievement of certain technical milestones which are considered substantive by the Company during the first phase of the collaboration. For the year ended December 31, 2013, the Company recorded $6.0 million of revenue from the joint development and license agreement with the collaboration partner. As of December 31, 2013, $1.5 million was recorded in deferred revenue. | ||
Collaboration Partner Master Collaboration and Joint Development Agreement | ||
In November 2010, the Company entered into a Master Collaboration and Joint Development Agreement with a collaboration partner. Under the agreements, the collaboration partner will fund technical development at the Company to produce an ingredient for the flavors and fragrances (or F&F) market. The Company will manufacture the ingredient and the collaboration partner will market it, and the parties will share in any resulting economic value. The agreement also grants exclusive worldwide F&F commercialization rights to the collaboration partner for the ingredient. Under further agreements, the collaboration partner has an option to collaborate with the Company to develop additional ingredients. These agreements continue in effect until the later of the expiration or termination of the development agreements or the supply agreements. The Company is also eligible to receive potential total payments of $6.0 million upon the achievement of certain performance milestones towards which the Company will be required to make a contributory performance. These milestones are accounted for under the guidance in the FASB accounting standard update related to revenue recognition under the milestone method. The Company concluded that these milestone payments are substantive. | ||
In March 2013, the Company entered into a Master Collaboration Agreement with the collaboration partner to establish a collaboration for the development and commercialization of multiple renewable F&F compounds. Under this agreement, except for rights granted under preexisting collaboration relationships, the Company granted the collaboration partner exclusive access for such compounds to specified Company intellectual property for the development and commercialization of F&F products in exchange for research and development funding and a profit sharing arrangement. The agreement superseded and expand the prior collaboration agreement between the Company and collaboration partner. | ||
The agreement provides annual, up-front funding to the Company by the collaboration partner of $10.0 million for each of the first three years of the collaboration. The initial payment of $10.0 million was received by the Company on March 2013. The agreement contemplates additional funding by the collaboration partner of up to $5.0 million under three potential milestone payments, as well as additional funding by the collaboration partner on a discretionary basis. | ||
In addition, the agreement contemplates that the parties will mutually agree on a supply price for each compound and share product margins from sales of each compound on a 70/30 basis (70% for the collaboration partner) until the collaboration partner receives $15.0 million more than the Company in the aggregate, after which the parties will share 50/50 in the product margins on all compounds. The Company also agreed to pay a one-time success bonus of up to $2.5 million to the collaboration partner's for outperforming certain commercialization targets. The collaboration partner eligibility to receive the one-time success bonus commences upon the first sale of the collaboration partner's product. | ||
The agreement does not impose any specific research and development commitments on either party after year six, but if the parties mutually agree to perform development after year six, the agreement provides that the parties will fund it equally. | ||
Under the agreement, the parties jointly select target compounds, subject to final approval of compound specifications by the collaboration partner. During the development phase, the Company is required to provide labor, intellectual property and technology infrastructure and the collaboration partner is required to contribute downstream polishing expertise and market access. The agreement provides that the Company will own research and development and strain engineering intellectual property, and the collaboration partner will own blending and, if applicable, chemical conversion intellectual property. Under certain circumstances such as the Company's insolvency, the collaboration partner gains expanded access to the Company's intellectual property. Following development of F&F compounds under the agreement, the agreement contemplates that Company will manufacture the initial target molecules for the compounds and the collaboration partner will perform any required downstream polishing and distribution, sales and marketing. | ||
For the years ended December 31, 2013, 2012 and 2011 the Company recorded $8.2 million, $4.8 million and $5.2 million, respectively, of revenue from the collaboration agreement with the collaboration partner. | ||
Michelin Collaboration Agreement | ||
In September 2011, the Company entered into a collaboration agreement with Manufacture Francaise des Pneumatiques Michelin (“Michelin”). Under the terms of the collaboration agreement, the Company and Michelin will collaborate on the development, production and worldwide commercialization of isoprene or isoprenol, generally for tire applications, using the Company's technology. Under the agreement, Michelin has agreed to pay an upfront payment to the Company of $5.0 million, subject to a reimbursement provision under which the Company would have to repay $1.0 million if it fails to achieve specified future technical milestones. The agreement provides that, subject to achievement of technical milestones, Michelin can notify the Company of its desired date for initial delivery, and the parties will either collaborate to establish a production facility or use an existing Company facility for production. The agreement also includes a term sheet for a supply agreement that would be negotiated at the time the decision regarding production facilities is made. The agreement has an initial term that will expire upon the earlier of 42 months from the effective date and the completion of a development work plan. As of December 31, 2013, the Company recorded the upfront payment of $5.0 million from Michelin as deferred revenue. | ||
Manufacturing Agreements | ||
The Company entered into contract manufacturing agreements with various contract manufacturing partners to utilize their manufacturing facilities to produce Amyris products. | ||
In March 2012, the Company initiated a plan to shift a portion of its production capacity from contract manufacturing facilities to a Company-owned plant that was then under construction. As a result, the Company evaluated its contract manufacturing agreements and recorded a loss of $31.2 million related to the write-off of $10.0 million in facility modification costs and the recognition of $21.2 million of fixed purchase commitments in the three months ended March 31, 2012. The Company recognized an additional charge of $1.4 million and $7.8 million, respectively, in the third and fourth quarters of 2012 associated with loss on fixed purchase commitments. The Company computed the loss on facility modification costs and fixed purchase commitments using the same lower of cost or market approach that is used to value inventory. The computation of the loss on fixed purchase commitments is subject to several estimates, including cost to complete and the ultimate selling price of any Company products manufactured at the relevant production facilities, and is therefore inherently uncertain. The Company also recorded a loss on write-off of production assets of $5.5 million related to Amyris-owned production equipment at contract manufacturing facilities in the quarter ended March 31, 2012. | ||
Total loss on purchase commitments and write-off of production assets for the year ended December 31, 2013 was $9.4 million. The Company will continue to evaluate the potential for losses in future periods based on updated production and sales price assumptions. | ||
Tate & Lyle | ||
In November 2010, the Company entered into a Contract Manufacturing Agreement (referred to as the Contract Manufacturing Agreement) with Tate & Lyle Ingredients Americas, Inc. (or Tate & Lyle), an affiliate of Tate & Lyle PLC. Tate & Lyle commenced production operations in the fourth quarter of 2011. At December 31, 2013 and 2012, the Company has recorded zero and $0.8 million, respectively, in prepaid and other current assets and zero and $2.2 million, respectively, in other noncurrent assets pertaining to the unamortized portion of equipment costs funded by the Company to Tate & Lyle (see Note 4, "Balance Sheet Components"). The related amortization is being offset against purchases of inventory from this contract manufacturer. | ||
The Contract Manufacturing Agreement had secured manufacturing capacity for farnesene through 2016 at Tate & Lyle’s facility in Decatur, Illinois. The Contract Manufacturing Agreement included a base monthly payment and a variable payment based on production volume at the Tate & Lyle facility. With the Company’s commencement of production at its farnesene facility located in Brazil, the Company determined that the Contract Manufacturing Agreement was no longer desired from a cost and operational perspective. The Company had no production at the Tate & Lyle facility since the first quarter of 2013. | ||
In June 2013, the Company and Tate & Lyle entered into a Termination Agreement to terminate the parties’ November 2010 Contract Manufacturing Agreement. The Termination Agreement resolves all outstanding issues that had arisen in connection with the Company’s relationship with Tate & Lyle. | ||
Pursuant to the Termination Agreement, the Company is required to make four payments to Tate & Lyle, totaling approximately $8.8 million, of which $3.6 million is to satisfy outstanding obligations and $5.2 million is in lieu of additional payments otherwise owed under the Contract Manufacturing Agreement. These four payments are due under the Termination Agreement between July 17, 2013 and December 16, 2013, and are deemed to be in full satisfaction of all amounts otherwise owed under the Contract Manufacturing Agreement. Under the Termination Agreement, no further payments will be owed for the remaining term of the Contract Manufacturing Agreement (i.e., through 2016). As a result, the Company recorded a loss of $8.4 million which is included in the loss on purchase commitments and write-off of production assets and consisted of an impairment charge of $6.7 million relating to Company-owned equipment at the Tate & Lyle facility, a $2.7 million write off of an unamortized portion of equipment costs funded by the Company for Tate & Lyle, offset by a reversal of $1.0 million provision for loss on fixed purchase commitments. As of December 31, 2013, the Company had no outstanding liability under the Termination Agreement. | ||
Paraíso Bioenergia | ||
In March 2011, the Company entered into a supply agreement with Paraíso Bioenergia, a renewable energy company producing sugar, ethanol and electricity headquartered in São Paulo State, Brazil. Under the agreement, the Company constructed a fermentation and separation capacity to produce its products and Paraíso Bioenergia provides supply of sugar cane juice and other utilities. The Company retains the full economic benefits enabled by the sale of Amyris renewable products over the lower of sugar or ethanol alternatives. In conjunction with the supply agreement, the Company also entered into an operating lease on a land owned by Paraíso Bioenergia. The real property is being used by the Company for its production site in Brotas, Brazil. | ||
Per the terms of the supply agreement, in the event that Paraíso is presented with an offer to sell or decides to sell the real property, the Company has the right of first refusal to acquire it. If the Company fails to exercise its right of first refusal the purchaser of the real property will need to comply with the specific obligations of Paraíso Bioenergia to the Company under the lease agreement. | ||
Albemarle | ||
In July 2011, the Company entered into a contract manufacturing agreement with Albemarle Corporation (or Albemarle), which will provide toll manufacturing services at its facility in Orangeburg, South Carolina. Under this agreement, Albemarle will manufacture lubricant base oils from Biofene, which will be owned and distributed by the Company or a Company-designated commercial partner. The initial term of this agreement is from July 31, 2011 through December 31, 2012. Albemarle is required to modify its facility, including installation and qualification of equipment and instruments necessary to perform the toll manufacturing services under the agreement. The Company reimbursed Albemarle $10.0 million for all capital expenditures related to the facility modification, which was accounted for as a prepaid asset. All equipment or facility modifications acquired or made by Albemarle will be owned by Albemarle, subject to Albemarle's obligation to transfer title to, and ownership of, certain assets to the Company within 30 days after termination of the agreement, at the Company's discretion and sole expense. In March 2012, the Company recorded a loss of $7.8 million related to the write-off of the facility modification costs, described above. | ||
In addition, the Company paid a one-time, non-refundable performance bonus of $5.0 million if Albemarle delivers to the Company certain quantity of the lubricant base stock by December 31, 2011 or $2.0 million if Albemarle delivers the same quantity by January 31, 2012. Based on Albermarle's performance as of December 31, 2011, the Company concluded that Albermarle had earned the bonus which is payable in two payments. The Company paid Albemarle $2.5 million during the year ended December 31, 2012 and $2.5 million during the year ended December 31, 2013. | ||
In February 2012, the Company entered into an amended and restated agreement with Albemarle, which superseded the original contract manufacturing agreement with Albemarle. The term of the new agreement continues through December 31, 2019. The agreement includes certain obligations for the Company to pay fixed costs totaling $7.5 million, of which $3.5 million and $4.0 million are payable in 2012 and 2014, respectively. In the three months ended March 31, 2012, the Company recorded a corresponding loss related to these fixed purchase commitments, as described above. As of December 31, 2013, the Company have a $4.0 million outstanding liability payable to Albermarle. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||||
Goodwill and Intangible Assets | ||||||||||||||||||||||
The following table presents the components of the Company's intangible assets (in thousands): | ||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||||||||
Useful Life in Years | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | ||||||||||||||||
In-process research and development | Indefinite | $ | 8,560 | $ | — | $ | 8,560 | $ | 8,560 | $ | — | $ | 8,560 | |||||||||
Acquired licenses and permits | 2 | 772 | (772 | ) | — | 772 | (740 | ) | 32 | |||||||||||||
Goodwill | Indefinite | 560 | — | 560 | 560 | — | 560 | |||||||||||||||
$ | 9,892 | $ | (772 | ) | $ | 9,120 | $ | 9,892 | $ | (740 | ) | $ | 9,152 | |||||||||
The following table presents the activity of intangible assets for the year ended December 31, 2013 (in thousands): | ||||||||||||||||||||||
31-Dec-12 | 31-Dec-13 | |||||||||||||||||||||
Net Carrying Value | Additions | Adjustments | Amortization | Net Carrying Value | ||||||||||||||||||
In-process research and development | $ | 8,560 | $ | — | $ | — | $ | — | $ | 8,560 | ||||||||||||
Acquired licenses and permits | 32 | — | — | (32 | ) | — | ||||||||||||||||
Goodwill | 560 | — | — | — | 560 | |||||||||||||||||
$ | 9,152 | $ | — | $ | — | $ | (32 | ) | $ | 9,120 | ||||||||||||
The intangible assets acquired through the Draths Corporation acquisition in October 2011 of in-process research and development of $8.6 million and goodwill of $0.6 million are treated as indefinite lived intangible assets until completion or abandonment of the projects, at which time the assets will be amortized over the remaining useful life or written-off, as appropriate. If the carrying amount of the assets is greater than the measures of fair value, impairment is considered to have occurred and a write-down of the asset is recorded. Any finding that the value of its intangible assets has been impaired would require the Company to write-down the impaired portion, which could reduce the value of its assets and reduce (increase) its net income (loss) for the year in which the related impairment charges occur. As of December 31, 2013 and 2012, no impairment of the goodwill and intangible assets was recorded. | ||||||||||||||||||||||
Acquired licenses and permits are amortized using a straight-line method over its estimated useful life. Amortization expense for this intangible was $32,170, $0.4 million and $0.4 million for the year ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, acquired licenses and permits were fully amortized. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity | ' |
Stockholders’ Equity | |
Private Placement | |
February 2012 Private Placement | |
In February 2012, the Company completed a private placement of 10,160,325 shares of its common stock at a price of $5.78 per share for aggregate proceeds of $58.7 million. In connection with this private placement, the Company entered into an agreement with an investor to purchase additional shares of the Company's Common Stock for an additional $15.0 million by March 2013 upon satisfaction by the Company of criteria associated with the commissioning of the Company's production plant in Brotas, Brazil. This additional investment provided by the investor through a $10.0 million investment in a private placement completed by the Company in December 2012 and subsequently, through a $5.0 million investment in a private placement completed by the Company in March 2013. | |
May 2012 Private Placement | |
In May 2012, the Company completed a private placement of 1,736,100 shares of it's common stock at a price of $2.36 per share for aggregate proceeds of $4.1 million. | |
December 2012 Private Placement | |
In December 2012, the Company completed a private placement of 14,177,849 shares of its common stock at a price of $2.98 per share for aggregate proceeds of $37.2 million and the cancellation of $5.0 million worth of outstanding senior unsecured convertible promissory notes previously issued to Total by the Company. The Company issued 1,677,852 shares to Total in exchange for this note cancellation. Net cash received for this private placement as of December 31, 2012 was $22.2 million and the remaining $15.0 million of proceeds was received in January 2013. In connection with this, the Company entered into a letter of agreement with an investor under which the Company acknowledged that the investor's initial investment of $10.0 million in December 2012 represented partial satisfaction of the investor's preexisting contractual obligation to fund $15.0 million by March 31, 2013 upon satisfaction by the Company of criteria associated with the commissioning of the Company's production plant in Brotas, Brazil. | |
In January 2013, the Company received $15.0 million in proceeds from the private placement offering that closed in December 2012. Consequently, the Company issued 5,033,557 shares of the 14,177,849 shares of the Company's common stock . | |
March 2013 Private Placement | |
In March 2013, the Company completed a private placement of 1,533,742 shares of its common stock at a price of $3.26 per share for aggregate proceeds of $5.0 million. This private placement represented the final tranche of an investor’s preexisting contractual obligation to fund $15.0 million upon satisfaction by the Company of certain criteria associated with the commissioning of a production plant in Brotas, Brazil. | |
Evergreen Shares for 2010 Equity Plan and 2010 ESPP | |
In January 2013, the Company's Board of Directors (or Board) approved an increase to the number of shares available for issuance under the Company's 2010 Equity Incentive Plan (or Equity Plan) and the 2010 Employee Stock Purchase Plan (or ESPP). These shares represent an automatic annual increase in the number of shares available for issuance under the Equity Plan and the ESPP of 3,435,483 and 687,096, respectively, equal to 5% and 1%, respectively of 68,709,660 shares, the total outstanding shares of the Company’s common stock as of December 31, 2012. This automatic increase was effective as of January 1, 2013. Shares available for issuance under the Equity Plan and ESPP were initially registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on October 1, 2010 (Registration No. 333-169715). The Company filed registration statements on Form S-8 on March 28, 2013 and May 20, 2013 with respect to the shares added by the automatic increase on January 1, 2013. | |
Common Stock | |
As of December 31, 2012, the Company was authorized to issue 100,000,000 shares of common stock pursuant to the Company’s amended and restated certificate of incorporation. On May 9, 2013, the Company amended and restated its certificate of incorporation and increased its authorized number of shares of common stock to 200,000,000. Holders of the Company’s common stock are entitled to dividends as and when declared by the Board of Directors, subject to the rights of holders of all classes of stock outstanding having priority rights as to dividends. There have been no dividends declared to date. The holder of each share of common stock is entitled to one vote. | |
Preferred Stock | |
Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 5,000,000 shares of preferred stock. The Board of Directors has the authority, without action by its stockholders, to designate and issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. Prior to the closing of the Company’s IPO, the Company had four series of convertible preferred stock outstanding, including Series D preferred stock issued to Total (see Note 8, "Significant Agreements"). As of December 31, 2013 and December 31, 2012, the Company had zero convertible preferred stock outstanding. | |
Common Stock Warrants | |
In December 2011, in connection with a capital lease agreement, the Company issued warrants to purchase 21,087 shares of the Company's common stock at an exercise price of $10.67 per share. The Company estimated the fair value of these warrants as of the issuance date to be $0.2 million and recorded these warrants as other assets and were amortized subsequently over the term of the lease. The fair value was based on the contractual term of the warrants of 10 years, risk free interest rate of 2%, expected volatility of 86% and zero expected dividend yield. These warrants remain unexercised and outstanding as of December 31, 2013. | |
In October 2013, in connection with the issuance of the Temasek Tranche I convertible promissory notes (see Note 5, "Debt"), the Company issued contingently exercisable warrants to purchase 1,000,000 shares of the Company's common stock at an exercise price of $0.01 per share. The Company estimated the fair value of these warrants as of the issuance date at $1.3 million and recorded these warrants as debt issuance cost to be amortized over the term of the note. The fair-value was calculated using a Monte Carlo simulation valuation model based on the contractual term of the warrants of 3.4 years, risk free interest rate of 0.77%, expected volatility of 45% andzero expected dividend yield. These warrants remain unexercised and outstanding as of December 31, 2013. | |
Each of these warrants includes a cashless exercise provision which permits the holder of the warrant to elect to exercise the warrant without paying the cash exercise price, and receive a number of shares determined by multiplying (i) the number of shares for which the warrant is being exercised by (ii) the difference between the fair market value of the stock on the date of exercise and the warrant exercise price, and dividing such by (iii) the fair market value of the stock on the date of exercise. During the years ended December 31, 2013 and 2012, no warrants were exercised through the cashless exercise provision. | |
As of December 31, 2013 and 2012, the Company had 1,021,087 and 21,087 of unexercised common stock warrants, respectively. |
StockBased_Compensation_Plans
Stock-Based Compensation Plans | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Stock-Based Compensation Plans | ' | |||||||||||||||
Stock-Based Compensation Plans | ||||||||||||||||
2010 Equity Incentive Plan | ||||||||||||||||
The Company's 2010 Equity Incentive Plan (or 2010 Equity Plan) became effective on September 28, 2010 and will terminate in 2020. Pursuant to the 2010 Equity Plan, any shares of the Company’s common stock (i) issued upon exercise of stock options granted under the Company's 2005 Stock Option/Stock Issuance Plan (or the 2005 Plan) that cease to be subject to such option and (ii) issued under the 2005 Plan that are forfeited or repurchased by the Company at the original purchase price will become part of the 2010 Equity Plan. Subsequent to the effective date of the 2010 Equity Plan, an additional 1,730,807 shares that were forfeited under the 2005 Plan were added to the shares reserved for issuance under the 2010 Equity Plan. | ||||||||||||||||
The number of shares reserved for issuance under the 2010 Equity Plan increase automatically on January 1st of each year starting with January 1, 2011, by a number of shares equal to 5% percent of the Company’s total outstanding shares as of the immediately preceding December 31st. The Company’s Board of Directors or the Leadership Development and Compensation Committee of the Board of Directors is able to reduce the amount of the increase in any particular year. The 2010 Equity Plan provides for the granting of common stock options, restricted stock awards, stock bonuses, stock appreciation rights, restricted stock units and performance awards. It allows for time-based or performance-based vesting for the awards. Options granted under the 2010 Equity Plan may be either incentive stock options (or ISOs) or non-statutory stock options (or NSOs). ISOs may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees, non-employee directors and consultants. The Company will be able to issue no more than 30,000,000 shares pursuant to the grant of ISOs under the 2010 Equity Plan. Options under the 2010 Equity Plan may be granted for periods of up to ten years. All options issued to date have had a ten year life. Under the plan, the exercise price of any ISOs and NSOs may not be less than 100% of the fair market value of the shares on the date of grant. The exercise price of any ISOs and NSOs granted to a 10% stockholder may not be less than 110% of the fair value of the underlying stock on the date of grant. The options granted to date generally vest over four to five years. | ||||||||||||||||
As of December 31, 2013, options to purchase 6,334,836 shares of the Company's common stock granted from the 2010 Equity Plan were outstanding and 4,351,596 shares of the Company’s common stock remained available for future awards that may be granted from the 2010 Equity Plan. The options outstanding as of December 31, 2013 had a weighted-average exercise price of approximately $7.04 per share. | ||||||||||||||||
2005 Stock Option/Stock Issuance Plan | ||||||||||||||||
In 2005, the Company established its 2005 Plan which provided for the granting of common stock options, restricted stock units, restricted stock and stock purchase rights awards to employees and consultants of the Company. The 2005 Plan allowed for time-based or performance-based vesting for the awards. Options granted under the 2005 Plan were ISOs or NSOs. ISOs were granted only to Company employees (including officers and directors who are also employees). NSOs were granted to Company employees, non-employee directors, and consultants. | ||||||||||||||||
All options issued under the 2005 Plan have had a ten year life. The exercise prices of ISOs and NSOs granted under the 2005 Plan were not less than 100% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. The exercise price of an ISO and NSO granted to a 10% stockholder could not be less than 110% of the estimated fair value of the underlying stock on the date of grant as determined by the Board of Directors. The options generally vested over 5 years. | ||||||||||||||||
As of December 31, 2013, options to purchase 2,014,769 shares of the Company’s common stock granted from the 2005 Stock Option/Stock Issuance Plan remained outstanding and, as a result of the adoption of the 2010 Equity Incentive Plan discussed above, zero shares of the Company’s common stock remained available for issuance under the 2005 Plan. The options outstanding under the 2005 Plan as of December 31, 2013 had a weighted-average exercise price of approximately $8.59 per share. | ||||||||||||||||
No income tax benefit has been recognized relating to stock-based compensation expense and no tax benefits have been realized from exercised stock options or release of restricted stock units. | ||||||||||||||||
2010 Employee Stock Purchase Plan | ||||||||||||||||
The 2010 Employee Stock Purchase Plan (referred to as the 2010 ESPP) became effective on September 28, 2010. The 2010 ESPP is designed to enable eligible employees to purchase shares of the Company’s common stock at a discount. Each offering period is for one year and consists of two six-month purchase periods. Each twelve-month offering period generally commences on May 16th and November 16th, each consisting of two six-month purchase periods. The purchase price for shares of common stock under the 2010 ESPP is the lesser of 85% of the fair market value of the Company’s common stock on the first day of the applicable offering period or the last day of each purchase period. A total of 168,627 shares of common stock were initially reserved for future issuance under the 2010 Employee Stock Purchase Plan. During the first eight years of the life of the 2010 ESPP, the number of shares reserved for issuance increases automatically on January 1st of each year, starting with January 1, 2011, by a number of shares equal to 1% of the Company’s total outstanding shares as of the immediately preceding December 31st. Pursuant to the automatic increase provision, an additional 687,096 shares were reserved for issuance during the year ended December 31, 2013 for a cumulative total of 1,584,895 additional shares reserved for issuance under the automatic increase provision. The Company’s Board of Directors or the Leadership Development and Compensation Committee of the Board of Directors is able to reduce the amount of the increase in any particular year. No more than 10,000,000 shares of the Company’s common stock may be issued under the 2010 ESPP and no other shares may be added to this plan without the approval of the Company’s stockholders. | ||||||||||||||||
During the year ended December 31, 2013, 472,039 shares of the Company's common stock were purchased under the 2010 ESPP. At December 31, 2013, 401,757 shares of the Company’s common stock remained available for issuance under the 2010 ESPP. | ||||||||||||||||
Stock Option Activity | ||||||||||||||||
The Company’s stock option activity and related information for the year ended December 31, 2013 was as follows: | ||||||||||||||||
Number | Weighted- | Weighted-Average | Aggregate | |||||||||||||
Outstanding | Average | Remaining | Intrinsic | |||||||||||||
Exercise | Contractual | Value | ||||||||||||||
Price | Life (Years) | |||||||||||||||
(in thousands) | ||||||||||||||||
Outstanding - December 31, 2012 | 8,946,592 | $ | 9.07 | 7.5 | $ | 954 | ||||||||||
Options granted | 2,989,919 | $ | 2.82 | |||||||||||||
Options exercised | (305,060 | ) | $ | 1.89 | ||||||||||||
Options cancelled | (3,221,846 | ) | $ | 8.34 | ||||||||||||
Outstanding - December 31, 2013 | 8,409,605 | $ | 7.39 | 7.4 | $ | 12,393 | ||||||||||
Vested and expected to vest after December 31, 2013 | 7,879,704 | $ | 7.58 | 7.3 | $ | 11,290 | ||||||||||
Exercisable at December 31, 2013 | 3,999,486 | $ | 9.7 | 5.9 | $ | 3,822 | ||||||||||
The aggregate intrinsic value of options exercised under all option plans was $0.6 million, $2.7 million and $28.7 million for the years ended December 31, 2013, 2012 and 2011, respectively, determined as of the date of option exercise. | ||||||||||||||||
The Company’s restricted stock units (or RSU) and restricted stock activity and related information for the year ended December 31, 2013 was as follows: | ||||||||||||||||
RSUs | Weighted-Average Grant-Date Fair Value | Weighted Average Remaining Contractual Life (Years) | ||||||||||||||
Outstanding - December 31, 2012 | 2,550,799 | $ | 7.92 | 1.3 | ||||||||||||
Awarded | 1,222,250 | $ | 2.85 | — | ||||||||||||
Vested | (889,619 | ) | $ | 5.08 | — | |||||||||||
Forfeited | (566,993 | ) | $ | 3.57 | — | |||||||||||
Outstanding - December 31, 2013 | 2,316,437 | $ | 4.3 | 0.88 | ||||||||||||
Expected to vest after December 31, 2013 | 2,121,306 | $ | 4.3 | 0.81 | ||||||||||||
The following table summarizes information about stock options outstanding as of December 31, 2013: | ||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||
Exercise Price | Number of Options | Weighted- | Weighted-Average Exercise Price | Number of Options | Weighted-Average Exercise Price | |||||||||||
Average | ||||||||||||||||
Remaining | ||||||||||||||||
Contractual Life | ||||||||||||||||
(Years) | ||||||||||||||||
$0.10—$2.75 | 848,011 | 8.1 | $ | 2.54 | 189,629 | $ | 2.15 | |||||||||
$2.76—$2.79 | 1,046,855 | 8.1 | $ | 2.78 | 166,250 | $ | 2.76 | |||||||||
$2.81—$2.89 | 960,500 | 9.4 | $ | 2.87 | 137 | $ | 2.85 | |||||||||
$2.94—$3.23 | 892,138 | 9 | $ | 3.04 | 255,031 | $ | 3.07 | |||||||||
$3.55—$3.83 | 45,655 | 8.6 | $ | 3.57 | 42,402 | $ | 3.55 | |||||||||
$3.86—$3.86 | 967,500 | 8 | $ | 3.86 | 426,760 | $ | 3.86 | |||||||||
$3.93—$4.06 | 895,456 | 4.3 | $ | 3.94 | 835,039 | $ | 3.94 | |||||||||
$4.31—$11.20 | 854,569 | 5.8 | $ | 6.73 | 733,001 | $ | 6.39 | |||||||||
$11.51—$18.22 | 842,905 | 6.9 | $ | 16.08 | 577,767 | $ | 16.09 | |||||||||
$19.61—$30.17 | 1,056,016 | 6.8 | $ | 23.57 | 773,470 | $ | 23.38 | |||||||||
$0.10—$30.17 | 8,409,605 | 7.4 | $ | 7.39 | 3,999,486 | $ | 9.7 | |||||||||
Stock-Based Compensation Expense | ||||||||||||||||
Stock-based compensation expense related to options and restricted stock units granted to employees and nonemployees was allocated to research and development expense and sales, general and administrative expense as follows (in thousands): | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Research and development | $ | 4,281 | $ | 6,451 | $ | 6,345 | ||||||||||
Sales, general and administrative | 13,766 | 21,022 | 19,147 | |||||||||||||
Total stock-based compensation expense | $ | 18,047 | $ | 27,473 | $ | 25,492 | ||||||||||
Employee Stock–Based Compensation | ||||||||||||||||
During the years ended December 31, 2013, 2012 and 2011, the Company granted options to purchase 2,849,919 shares, 3,589,593 shares, and 2,677,249 shares of its common stock, respectively, to employees with weighted-average grant date fair values of $1.98, $2.28, and $18.41 per share, respectively. Compensation expense of $13.1 million, $20.2 million, and $19.2 million was recorded for the years ended December 31, 2013, 2012 and 2011, respectively, for stock-based options granted to employees. As of December 31, 2013, 2012 and 2011, there were unrecognized compensation costs of $15.0 million, $51.2 million, and $54.7 million, respectively, related to these stock options. The Company expects to recognize those costs over a weighted-average period of 2.7 years as of December 31, 2013. Future option grants will increase the amount of compensation expense to be recorded in these periods. | ||||||||||||||||
In August 2012, the Company's CEO exercised outstanding options to purchase 668,730 shares of the Company's common stock and sold the shares to certain members of the Company's Board of Directors or their affiliates through a private sale at a price of $3.70, which was greater than the fair market value of the stock at the date of sale. The Company recorded $0.4 million in stock-based compensation expense as an excess of the sale price over the fair market value of shares in this transaction during the year ended December 31, 2012. | ||||||||||||||||
During the years ended December 31, 2013, 2012 and 2011, 1,222,250, 2,956,900 and 352,301 of restricted stock units, respectively, were granted to employees with a weighted-average service-inception date fair value of $2.85, $3.46 and $29.85 per unit, respectively. The Company recognized a total of $4.1 million, $6.3 million and $3.6 million, respectively, in December 31, 2013, 2012 and 2011 in stock-based compensation expense for restricted stock units granted to employees. As of December 31, 2013, 2012 and 2011, there were unrecognized compensation costs of $3.6 million, $7.8 million and $6.0 million, respectively, related to these restricted stock units. | ||||||||||||||||
During the years ended December 31, 2013, 2012 and 2011, the Company also recognized stock-based compensation expense related to its 2010 ESPP of $0.6 million, $0.8 million, and $1.9 million, respectively. | ||||||||||||||||
Compensation expense was recorded for stock-based awards granted to employees based on the grant date estimated fair value (in thousands): | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Research and development | $ | 4,278 | $ | 6,442 | $ | 6,306 | ||||||||||
Sales, general and administrative | 13,453 | 20,887 | 18,288 | |||||||||||||
Total stock-based compensation expense | $ | 17,731 | $ | 27,329 | $ | 24,594 | ||||||||||
Employee stock-based compensation expense recognized for the years ended December 31, 2013 and 2012 included $1.0 million and $0.9 million, respectively, related to option modifications. As part of separation agreements with certain former senior employees, the Company agreed to accelerate the vesting of options for 458,424 and 825,523 shares of common stock and extend the exercise period for certain grants in the years ended December 31, 2013 and 2012, respectively. The stock-based compensation expense for the year ended December 31, 2012, includes the impact of a repricing of stock options in June 2012 under which certain non-executive employees received a one-time reduction in the exercise price for such options with per share exercise prices per share higher than $24.00 held by U.S. employees of Amyris and the new exercise price for such options was $16.00, the Company's initial public offering price. The total amount of the stock-based compensation associated with repricing was immaterial to the consolidated financial statements. | ||||||||||||||||
In the quarter ended June 30, 2011, the Company commenced sales of farnesene-derived products which were produced by contracted third parties. Accordingly, the Company did not have any dedicated production headcount so there is no stock-based compensation expense recorded in cost of products sold. | ||||||||||||||||
Stock-based compensation cost for RSUs is measured based on the closing fair market value of the Company's common stock on the date of grant. Stock-based compensation cost for stock options and employee stock purchase plan rights is estimated at the grant date and offering date, respectively, based on the fair-value using the Black-Scholes option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of employee stock options was estimated using the following weighted-average assumptions: | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Expected dividend yield | — | % | — | % | — | % | ||||||||||
Risk-free interest rate | 1.4 | % | 1.1 | % | 2.3 | % | ||||||||||
Expected term (in years) | 6.1 | 6 | 5.8 | |||||||||||||
Expected volatility | 82 | % | 77 | % | 86 | % | ||||||||||
Expected Dividend Yield—The Company has never paid dividends and does not expect to pay dividends. | ||||||||||||||||
Risk-Free Interest Rate—The risk-free interest rate was based on the market yield currently available on United States Treasury securities with maturities approximately equal to the option’s expected term. | ||||||||||||||||
Expected Term—Expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company’s assumptions about the expected term have been based on that of companies that have similar industry, life cycle, revenue, and market capitalization and the historical data on employee exercises. | ||||||||||||||||
Expected Volatility—The expected volatility is based on a combination of historical volatility for the Company's stock and the historical stock volatilities of several of the Company’s publicly listed comparable companies over a period equal to the expected terms of the options, as the Company does not have a long trading history. | ||||||||||||||||
Forfeiture Rate—The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior, and other factors. The impact from a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual number of future forfeitures differs from that estimated by the Company, the Company may be required to record adjustments to stock-based compensation expense in future periods. | ||||||||||||||||
Each of the inputs discussed above is subjective and generally requires significant management and director judgment. | ||||||||||||||||
Nonemployee Stock–Based Compensation | ||||||||||||||||
During the years ended December 31, 2013, 2012 and 2011, the Company granted nonemployee options to purchase 140,000, 3,000 and 15,000 shares of its common stock, respectively, to nonemployees in exchange for services. Compensation expense of $0.1 million, $86,000 and $0.8 million was recorded for the years ended December 31, 2013, 2012 and 2011, respectively, for stock-based options granted to nonemployees. The nonemployee options were valued using the Black-Scholes option pricing model. | ||||||||||||||||
During the years ended December 31, 2013, 2012 and 2011, zero, 10,000 and 32,855 restricted stock units, respectively, were granted to nonemployees and a total of $0.1 million, $58,000 and $0.1 million, respectively, in stock-based compensation expense was recognized by the Company for the years ended December 31, 2013, 2012 and 2011. | ||||||||||||||||
The fair value of nonemployee stock options was estimated using the following weighted-average assumptions: | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Expected dividend yield | — | % | — | % | — | % | ||||||||||
Risk-free interest rate | 1.3 | % | 1.4 | % | 2.1 | % | ||||||||||
Expected term (in years) | 4.8 | 7 | 7.8 | |||||||||||||
Expected volatility | 81 | % | 77 | % | 86 | % |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Employee Benefit Plan | ' |
Employee Benefit Plan | |
The Company established a 401(k) Plan to provide tax deferred salary deductions for all eligible employees. Participants may make voluntary contributions to the 401(k) Plan up to 90% of their eligible compensation, limited by certain Internal Revenue Service restrictions. As of December 31, 2013 the Company does not match employee contributions. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Related Party Transactions | |
February 2012 Private Placement | |
In February 2012, the Company completed a private placement of 10,160,325 shares of its common stock at a price of $5.78 per share for aggregate proceeds of $58.7 million pursuant to a securities purchase agreement, among the Company and existing certain investors, including Total and Temasek, each a beneficial owner of more than 5% of the Company's existing common stock at the time of the transaction. In addition, members of the Board and certain parties related to such directors participated in the offering. | |
May 2012 Private Placement | |
In May 2012, the Company completed a private placement of 1,736,100 shares of it's common stock at a price of $2.36 per share for aggregate proceeds of $4.1 million pursuant to a series of Common Stock Purchase Agreements, among the Company and members of the Board and certain parties related to such directors. | |
March 2013 Private Placement | |
In March 2013, the Company completed a private placement of 1,533,742 shares of its common stock to an existing stockholder, Biolding Investment SA (or Biolding), at a price of $3.26 per share for aggregate proceeds of $5.0 million. This private placement represented the final tranche of Biolding's preexisting contractual obligation to fund $15.0 million upon satisfaction by the Company of certain criteria associated with the commissioning of a production plant in Brotas, Brazil. | |
Related Party Financings | |
In July 2012, the Company sold and issued a 1.5% Senior Unsecured Convertible Note to Total in the face amount of $38.3 million, including $15.0 million in new funds and repayment by Amyris of $23.3 million in previously-provided diesel research and development funding by Total with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement as discussed above under “Related Party Convertible Notes” in Note 5, “Debt." | |
In September 2012, the Company sold and issued 1.5% Senior Unsecured Convertible Note to Total in the face amount of $15.0 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement as discussed above under “Related Party Convertible Notes” in Note 5, “Debt." | |
In December 2012, in connection with the December 2012 private placement described in Note 10, "Stockholders Equity", Total elected to participate in the private placement by exchanging approximately $5.0 million of its $53.3 million in senior unsecured convertible promissory notes into 1,677,852 of the Company's common stock at $2.98 per share. As such, $5.0 million of the outstanding $53.3 million in senior unsecured convertible promissory notes was cancelled (see Note 5, "Debt"). | |
In June 2013, the Company sold and issued a 1.5% Senior Unsecured Convertible Note to Total in the face amount of $10.0 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement as discussed above under “Related Party Convertible Notes” in Note 5, “Debt." | |
In July 2013, the Company sold and issued a 1.5% Senior Unsecured Convertible Note to Total in the face amount of $20.0 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement as discussed above under “Related Party Convertible Notes” in Note 5, “Debt." | |
In August 2013, the Company entered into a securities purchase agreement by and among the Company, Total and Temasek, each a beneficial owner of more than 5% of the Company's existing common stock at the time of the transaction, for a private placement of convertible promissory notes in an aggregate principal amount of $73.0 million (see Note 1, "The Company"). The initial closing of the August 2013 Financing was completed in October 2013 (see Note 5, "Debt"). | |
In September 2013, the Company entered into a bridge loan agreement with an existing investor to provide additional cash availability of up to $5.0 million as needed before the initial closing of the August 2013 Financing. The Company did not use this facility and it expired in October 2013 in accordance with its terms. | |
In October 2013, the Company sold and issued a senior secured promissory note to Temasek for a bridge loan of $35.0 million. The note was due on February 2, 2014 and accrued interest at a rate of 5.5% each four months from October 4, 2013 (with a rate of 2% per month if a default occurred). The note was cancelled as payment for the investor’s purchase of the first tranche convertible note in the August 2013 Financing. The note was cancelled on October 16, 2013 as payment for Temasek’s purchase of the first tranche convertible note in the August 2013 Financing (see Note 5, "Debt"). | |
In October 2013, the Company completed the closing of the first tranche of the August 2013 Financing, which resulted to the exchange and cancellation of the $35.0 million Temasek Bridge Note and the $9.2 million Total convertible note, as a result of the exchange and cancellation the Company recorded a loss from extinguishment of debt of $19.9 million (see Note 5, "Debt"). | |
In December 2013, the Company agreed to exchange the $69.0 million outstanding Total unsecured convertible notes and issue a replacement 1.5% senior secured convertible notes, in principal amounts equal to the principal amount of each cancelled note (see Note 5, "Debt"). | |
In December 2013, the Company agreed to issue to Temasek $25.0 million of the second tranche of convertible promissory notes for cash. Total purchased approximately $6.0 million of the the second tranche of convertible promissory notes through cancellation of the same amount of principal of previously outstanding convertible promissory notes held by Total (in respect of Total’s preexisting contractual right to maintain its pro rata ownership position through such cancellation). Such financing transactions closed in January 2014 (see Note 5, "Debt" and Note 16, "Subsequent Events"). | |
As of December 31, 2013 and 2012, $89.5 million and $39.0 million, respectively, was outstanding under these convertible notes, net of debt discount of $27.9 million and $9.3 million, respectively. For the years ended December 31, 2013, 2012 and 2011, the Company recorded loss from extinguishment of debt from the exchange and cancellation of related party convertible notes of $19.9 million, $0.9 million, and zero, respectively (see Note 5, "Debt"). | |
Derivative liability related to the related party convertible notes as of December 31, 2013 and 2012 are $131.1 million and $7.9 million, respectively. The Company for the year ended December 31, 2013 recognized an $82.3 million loss from change in fair value of the derivative instruments and a $3.1 million income from change in fair value of the derivative instruments for the year ended December 31, 2012, respectively, related to these derivative liabilities (see Note 3, "Fair Value of Financial Instruments"). | |
Related Party Revenue | |
The Company recognized related party revenue from Novvi for the year ended December 31, 2013, of $1.1 million from product sales and $2.6 million of revenue from the research and development activities that it has performed on behalf of Novvi. The related party accounts receivables from Novvi as of December 31, 2013, was $0.3 million. | |
The Company recognized related party revenue from Total for the year ended December 31, 2013, of $0.2 million from product sales and as a result of the July 2012 agreements with Total, the Company recognized related party collaboration revenue from Total for the year ended December 31, 2012, of $9.8 million associated with the diesel and jet fuel research and development program. The related party accounts receivables from Total as of December 31, 2013, was $0.2 million. | |
Joint Venture | |
In November 2013, the Company and Total Energies Nouvelles Activités USA (formerly known as Total Gas & Power USA, SAS), formed Total Amyris BioSolutions B.V., a private company with limited liability incorporated under the laws of the Netherlands (or JVCO). The common equity of JVCO is jointly owned (50%/50%) by the Company and Total, and the preferred equity of JVCO is 100% owned by the Company. The Parties have agreed that JVCO’s purpose is limited to executing the License Agreement and maintaining such licenses under it, unless and until either (i) Total elects to go forward with either the full (diesel and jet fuel) JVCO commercialization program or the jet fuel component of the JVCO commercialization program (a “Go Decision”), (ii) Total elects to not continue its participation in the R&D Program and JVCO (a “No-Go Decision”), or (iii) Total exercises any of its rights to buy out the Company’s interest in JVCO. Following a Go Decision, the Articles and Shareholders’ Agreement would be amended and restated to be consistent with the shareholders’ agreement contemplated by the July 2012 Agreements (see Note 7, "Joint Venture and Noncontrolling Interest"). |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Income Taxes | ' | |||||||||||
Income Taxes | ||||||||||||
For the years ended December 31, 2013, 2012 and 2011, the Company recorded a benefit from income taxes of $0.8 million and a provision for income taxes of $1.0 million and $0.6 million, respectively. In the year ended December 31, 2013, the recorded tax benefit was associated with the conversion of certain loans to equity, which reduces the accrual of the interest from the Company's subsidiary and will correspondingly eliminate the withholding tax obligation. The provision for income taxes for the years ended December 31, 2012 and 2011, generally relates to accrued withholding taxes that would be due in connection with the payment of interest on intercompany loans. Other than the above mentioned provision for income tax, no additional provision for income taxes has been made, net of the valuation allowance, due to cumulative losses since the commencement of operations. | ||||||||||||
The components of loss before income taxes and minority interests are as follows for the years ended December 31, 2013, 2012 and 2011 (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
United States | $ | (216,583 | ) | $ | (146,028 | ) | $ | (140,153 | ) | |||
Foreign | (19,171 | ) | (59,024 | ) | (38,806 | ) | ||||||
Loss before income taxes | $ | (235,754 | ) | $ | (205,052 | ) | $ | (178,959 | ) | |||
The components of the provision for (benefit from) income taxes are as follows for the years ended December 31, 2013, 2012 and 2011 (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | — | — | — | |||||||||
Foreign | (847 | ) | 981 | 727 | ||||||||
Total current provision (benefit) | (847 | ) | 981 | 727 | ||||||||
Deferred: | ||||||||||||
Federal | — | (150 | ) | |||||||||
State | — | — | (25 | ) | ||||||||
Foreign | — | — | — | |||||||||
Total deferred provision (benefit) | — | — | (175 | ) | ||||||||
Total provision for income taxes | $ | (847 | ) | $ | 981 | $ | 552 | |||||
A reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of loss before income taxes is as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Statutory tax rate | (34.0 | )% | (34.0 | )% | (34.0 | )% | ||||||
State tax rate, net of federal benefit | (0.7 | )% | (0.3 | )% | (4.4 | )% | ||||||
Stock-based compensation | 0.1 | % | 0.2 | % | 0.6 | % | ||||||
Federal R&D credit | (0.8 | )% | — | % | (0.8 | )% | ||||||
Derivative liability | 13.9 | % | 1.3 | % | — | % | ||||||
Other | (0.6 | )% | 0.2 | % | (0.7 | )% | ||||||
Foreign losses | (1.4 | )% | (5.8 | )% | (5.4 | )% | ||||||
Change in valuation allowance | 23.1 | % | 38.8 | % | 45 | % | ||||||
Effective income tax rate | (0.4 | )% | 0.4 | % | 0.3 | % | ||||||
Temporary differences and carryforwards that gave rise to significant portions of deferred taxes are as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Net operating loss carryforwards | $ | 167,354 | $ | 145,324 | $ | 103,390 | ||||||
Fixed assets | 822 | — | — | |||||||||
Research and development credits | 11,654 | 7,259 | 5,937 | |||||||||
Foreign Tax Credit | 935 | 1,782 | 801 | |||||||||
Accruals and reserves | 17,893 | 15,997 | 12,150 | |||||||||
Stock-based compensation | 17,521 | 15,882 | 11,351 | |||||||||
Capitalized start-up costs | 15,133 | 16,070 | 22,974 | |||||||||
Capitalized research and development costs | 45,968 | 26,850 | — | |||||||||
Other | 6,741 | 7,649 | 2,904 | |||||||||
Total deferred tax assets | 284,021 | 236,813 | 159,507 | |||||||||
Fixed assets | — | (525 | ) | (2,742 | ) | |||||||
Total deferred tax liabilities | — | (525 | ) | (2,742 | ) | |||||||
Net deferred tax asset prior to valuation allowance | 284,021 | 236,288 | 156,765 | |||||||||
Less: Valuation allowance | (284,021 | ) | (236,288 | ) | (156,765 | ) | ||||||
Net deferred tax assets (liabilities) | $ | — | $ | — | $ | — | ||||||
Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based upon the weight of available evidence, especially the uncertainties surrounding the realization of deferred tax assets through future taxable income, the Company believes it is not yet more likely than not that the net deferred tax assets will be fully realizable. Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets as of December 31, 2013. The valuation allowance increased $47.7 million, $79.5 million, and $80.7 million, during the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||
As of December 31, 2013, the Company had federal and state net operating loss carryforwards of approximately $440.4 million and $198.3 million, respectively, available to reduce future taxable income, if any. Approximately $25.8 million and $12.8 million of the federal and state net operating loss carryforwards, respectively, resulted from exercises of employee stock options and vesting of restricted stock units and have not been included in the Company’s gross deferred tax assets. In accordance with ASC 718, such unrealized tax benefits will be accounted for as a credit to additional paid-in capital if and when realized through a reduction in income taxes payable. | ||||||||||||
The Company also has federal research and development credits of $6.7 million and California research and development credit carryforwards of $7.5 million, respectively, at December 31, 2013. | ||||||||||||
The Tax Reform Act of 1986 and similar state provisions limit the use of net operating loss and credit carryforwards in certain situations where equity transactions result in a change of ownership as defined by Internal Revenue Code Section 382. In the event the Company has experienced an ownership change, as defined, utilization of its federal and state net operating loss and credit carryforwards could be limited. If not utilized, the federal net operating loss carryforward begins expiring in 2025, and the California net operating loss carryforward begins expiring in 2015. The federal research and development credit carryforwards will expire starting in 2024 if not utilized. The California tax credits can be carried forward indefinitely. | ||||||||||||
In January 2013, the American Taxpayer Relief Act of 2012 (referred to as the ATRA) was enacted. Under prior law, a taxpayer was entitled to a research tax credit for qualifying amounts incurred through December 31, 2011. The ATRA extends the research credit for two years for qualified research expenditures incurred through the end of 2013. The extension of the research credit is retroactive and includes amounts incurred after 2011. The benefit of the reinstated credit did not impact the income statement in the period of enactment, which is the first quarter of 2013, as the research and development credit carryforwards are offset by a full valuation allowance. | ||||||||||||
Effective January 1, 2007, the Company adopted the accounting guidance on uncertainties in income taxes. A reconciliation of the beginning and ending amounts of unrecognized tax benefits since the adoption of accounting guidance on uncertainty in income taxes is as follows: | ||||||||||||
Balance at December 31, 2011 | $ | 3,103 | ||||||||||
Increases in tax positions for prior period | 82 | |||||||||||
Increases in tax positions during current period | 733 | |||||||||||
Balance at December 31, 2012 | $ | 3,918 | ||||||||||
Increases in tax positions for prior period | 469 | |||||||||||
Increases in tax positions during current period | 1,693 | |||||||||||
Balance at December 31, 2013 | $ | 6,080 | ||||||||||
The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for taxes. The Company determined that no accrual for interest and penalties was required as of December 31, 2013. | ||||||||||||
As of December 31, 2013, the Company’s total unrecognized tax benefits were $6.1 million, of which none of the tax benefits, if recognized, would affect the effective income tax rate due to the valuation allowance that currently offsets deferred tax assets. The Company does not anticipate the total amount of unrecognized income tax benefits will significantly increase or decrease in the next 12 months. | ||||||||||||
The Company’s primary tax jurisdiction is the United States. For United States federal and state tax purposes, tax years 2003 and forward remain open and subject to tax examination by the appropriate federal or state taxing authorities. Brazil tax years 2008 through the current remain open and subject to examination. | ||||||||||||
As of December 31, 2013, the US Internal Revenue Service (the "IRS") has completed its audit of the Company for tax year 2008 which concluded that there were no adjustments resulting from the audit. While the statutes are closed for tax year 2008, the US federal tax carryforwards (net operating losses and tax credits) may be adjusted by the IRS in the year in which the carryforward is utilized. |
Reporting_Segments
Reporting Segments | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Reporting Segments | ' | |||||||||||
Reporting Segments | ||||||||||||
The chief operating decision maker for the Company is the chief executive officer. The chief executive officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by geographic region, for purposes of allocating resources and evaluating financial performance. The Company has one business activity comprised of research and development and sales of fuels and farnesene-derived products and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single reportable segment and operating segment structure. | ||||||||||||
Revenues by geography are based on the location of the customer. The following tables set forth revenue and long-lived assets by geographic area (in thousands): | ||||||||||||
Revenues | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
United States | $ | 21,235 | $ | 49,111 | $ | 141,098 | ||||||
Brazil | 4,071 | 3,786 | 141 | |||||||||
Europe | 10,340 | 16,461 | 5,695 | |||||||||
Asia | 5,473 | 4,336 | 57 | |||||||||
Total | $ | 41,119 | $ | 73,694 | $ | 146,991 | ||||||
Long-Lived Assets | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
United States | $ | 54,015 | $ | 70,273 | ||||||||
Brazil | 85,891 | 90,982 | ||||||||||
Europe | 685 | 1,866 | ||||||||||
Total | $ | 140,591 | $ | 163,121 | ||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
Tranche II Notes | |
In January 2014, the Company sold and issued, for face value, approximately $34.0 million of senior convertible promissory notes in a closing under the August 2013 SPA , as amended by Amendment No. 1 to Securities Purchase Agreement in October 2013 and Amendment No. 2 to Securities Purchase Agreement and Tranche I Note Amendment in December 2013. | |
In January 2014, Temasek purchased $25.0 million of the Tranche II Notes for cash and certain funds affiliated with Wolverine Asset Management, LLC purchased $3.0 million of the Tranche II Notes for cash. Total purchased approximately $6.0 million of the Tranche II Notes through cancellation of the same amount of principal of previously outstanding convertible promissory notes held by Total (in respect to Total's preexisting contractual right to maintain its pro rata ownership position through such cancellation). The Tranche II Notes are due sixty months from the date of issuance and become convertible into shares of Common Stock of the Company at a conversion price equal to $2.87, which represents a trailing 60-day weighted-average closing price of the Common Stock on the NASDAQ Stock Market through August 7, 2013, subject to adjustment as described below. Specifically, the Tranche II Notes become convertible at the option of the holder (i) at any time 12 months after issuance, (ii) on a change of control of the Company, and (iii) upon the occurrence of an event of default. Each Tranche II Note accrues interest from the date of issuance until the earlier of the date that such Tranche II Note is converted into Common Stock or repaid in full. Interest accrues at a rate per annum equal to 10%, compounded annually (with graduated interest rates of 13% applicable to the first 180 days and 16% applicable thereafter as the sole remedy should the Company fail to maintain NASDAQ listing status or at 12% for all other defaults). Interest for the first 36 months shall be payable in kind and added to principal every year following the issue date and thereafter, the Company may continue to pay interest in kind by adding to principal on every year anniversary of the issue date or may elect to pay interest in cash. The conversion price of the Tranche II Notes is subject to adjustment (i) according to proportional adjustments to outstanding Common Stock in the case of certain dividends and distributions, (ii) according to anti-dilution provisions, and (iii) with respect to Tranche II Notes held by any purchase other than Total, in the event that Total exchanges existing convertible notes for new securities of the Company in connection with future financing transactions in excess of its pro rata amount. The holders of the Tranche II Notes have a right to require repayment of 101% of the principal amount of the Tranche II Notes in the event of a change in control of the Company and the Tranche II Notes provide for payment of unpaid interest on conversion following such a change of control if the holders do not require such repayment. | |
SMA Indústria Química S.A. | |
In February 2014, the Company, Amyris Brasil and SMSA entered into an amendment dated January 27, 2014 of the joint venture agreement that the parties originally entered into on April 2010 (see Note 7, "Joint venture and noncontrolling interest"). The amendment to the joint venture agreement with SMSA updates and documents certain preexisting business plan requirements related to the start-up of construction at the joint venture operated plant and sets forth, among other things, (i) the extension of the deadline for the commencement of operations at the joint venture operated plant to no later than 18 months following the construction of the plant, which shall occur no later than March 31, 2017, and (ii) the extension of an option held by SMSA to build a second large-scale farnesene production facility to no later than December 31, 2018 with the commencement of operations at such second facility to occur no later than April 1, 2019. | |
Export Financing with ABC | |
In March, 2014, the Company entered into an export financing agreement with ABC Bank for R$5.0 million (approximately US$2.2 million based on exchange rate as of the date the parties entered into the agreement) for a 1 year-term to fund exports through March 2015. | |
Kuraray Securities Purchase Agreement | |
On March 28, 2014, the Company and Kuraray Co., Ltd. (or Kuraray) entered into a securities purchase agreement under which the Company agreed to sell shares of its common stock at a price equal to the greater of $2.88 per share or the average daily closing prices per share on the NASDAQ Stock Market for the three month period ending March 27, 2014 for an aggregate purchase price of $4.0 million. The Company and Kuraray also agreed to amend their prexisting collaboration agreement to expand and extend their collaboration with respect to high performance polymers. | |
Hercules Loan Facility | |
On March 29, 2014, the Company and Hercules Technology Growth Capital, Inc. entered into a loan and security agreement to make available to Amyris a loan in the aggregate principal amount of up to $25.0 million (referred to as the Hercules Loan Facility), and the Company borrowed the full amount available under the facility. Loans under the facility are secured by various liens, including a lien on certain Company intellectual property. The Hercules Loan Facility generally becomes due on May 31, 2015 and accrues interest at a rate per annum equal to the greater of either the prime rate reported in the Wall Street Journal plus 6.25% or 9.5%. The maturity date is extended to May 31, 2017 if the Company completes a financing transaction for at least $50.0 million in additional cash proceeds by September 30, 2014. The Company may repay the loaned amounts before the maturity date if it pays an additional fee of 3% of the outstanding loans (1% if after the initial twelve-month period). The Company is also required to pay a 1% facility charge at the closing of the transaction, and a 10% end of term charge. In connection with the Hercules Loan Facility, Amyris agreed to certain customary representations and warranties and covenants, as well as certain covenants with respect to obtaining additional financing as described above and performance covenants related to revenues and cash flows starting with the third quarter of 2014. If the Company does not achieve the equity financing covenant, a forbearance fee of $10.0 million becomes due and is required to be paid at the end of the initial term of the facility. | |
March 2014 Letter Agreement with Total | |
On April 1, 2014, the Company and Total entered into a letter agreement dated as of March 29, 2014 (referred to as March 2014 Letter Agreement) to amend the Amended and Restated Master Framework Agreement entered into as of December 2, 2013 (included as part of JV Documents). Under the March 2014 Letter Agreement, the Company agreed to (i) amend the conversion price of the Third Closing from $7.0682 to $4.11 (or the “New Conversion Price”) subject to stockholder approval at our 2014 annual meeting (to the extent required by applicable law or regulation), (ii) extend the period during which Total may exchange for other Company securities certain outstanding convertible promissory notes issued under the July 2012 Agreements from June 30, 2014 to the later of December 31, 2014 and the date on which Amyris shall have raised $75.0 million of equity and convertible debt financing (excluding any convertible promissory notes issued pursuant to the Total Purchase Agreement), (iii) eliminate the Company’s ability to qualify, in a disclosure letter to Total, certain of the representations and warranties that the Company must make at the closing of any sale of the Third Closing, and (iv) provide Total with monthly reporting on the Company’s cash, cash equivalents and short-term investments. In consideration of these agreements, Total agreed to waive its right not to consummate the closing of the issuance of the Remaining Notes if it decides not to proceed with the collaboration and makes a "No-Go" decision with respect thereto, subject to the Company obtaining stockholder approval of the issuance of the Third Closing at the New Conversion Price. |
Schedule_II_Valuation_and_Qual
Schedule II Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | ||||||||||||||||
Schedule II Valuation and Qualifying Accounts | ' | ||||||||||||||||
SCHEDULE II | |||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||
FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 and 2011 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Balance at | Additions | Write-off/ | Balance | ||||||||||||||
Beginning | Adjustments | at End of | |||||||||||||||
of Period | Period | ||||||||||||||||
Deferred Tax Assets Valuation Allowance: | |||||||||||||||||
Year ended December 31, 2013 | $ | 236,288 | $ | 47,733 | $ | — | $ | 284,021 | |||||||||
Year ended December 31, 2012 | $ | 156,765 | $ | 79,523 | $ | — | $ | 236,288 | |||||||||
Year ended December 31, 2011 | $ | 76,071 | $ | 80,694 | $ | — | $ | 156,765 | |||||||||
Balance at | Additions | Write-off/ | Balance | ||||||||||||||
Beginning | Adjustments | at End of | |||||||||||||||
of Period | Period | ||||||||||||||||
Allowance for Doubtful Accounts: | |||||||||||||||||
Year ended December 31, 2013 | $ | 481 | $ | (2 | ) | $ | 479 | ||||||||||
Year ended December 31, 2012 | $ | 245 | $ | 236 | $ | — | $ | 481 | |||||||||
Year ended December 31, 2011 | $ | — | $ | 245 | $ | — | $ | 245 | |||||||||
Schedules not listed above are omitted because they are not required, they are not applicable or the information is already included in the consolidated financial statements or notes thereto. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Basis of Presentation | ' | |
Basis of Presentation | ||
The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions for Form 10-K and Regulations S-X. The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | ||
Principles of Consolidations | ' | |
Principles of Consolidations | ||
The Company has interests in joint venture entities that are variable interest entities (“VIEs”). Determining whether to consolidate a variable interest entity requires judgment in assessing (i) whether an entity is a VIE and (ii) if the Company is the entity’s primary beneficiary and thus required to consolidate the entity. To determine if the Company is the primary beneficiary of a VIE, the Company evaluates whether it has (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company’s evaluation includes identification of significant activities and an assessment of its ability to direct those activities based on governance provisions and arrangements to provide or receive product and process technology, product supply, operations services, equity funding and financing and other applicable agreements and circumstances. The Company’s assessment of whether it is the primary beneficiary of its VIEs requires significant assumptions and judgment. | ||
The consolidated financial statements of the Company include the accounts of Amyris, Inc., its subsidiaries and two consolidated VIEs with respect to which the Company is considered the primary beneficiary, after elimination of intercompany accounts and transactions. Disclosure regarding the Company’s participation in the VIEs is included in Note 7, " Joint Venture and Noncontrolling Interest." | ||
Use of Estimates | ' | |
Use of Estimates | ||
In preparing the consolidated financial statements, management must make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||
Concentration of Credit Risk | ' | |
Concentration of Credit Risk | ||
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, short term investments and accounts receivable. The Company places its cash equivalents and investments with high credit quality financial institutions and, by policy, limits the amount of credit exposure with any one financial institution. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash and cash equivalents and short-term investments. | ||
The Company performs ongoing credit evaluation of its customers, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary. | ||
Fair Value of Financial Instruments | ' | |
Fair Value of Financial Instruments | ||
The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Where available, fair value is based on or derived from observable market prices or other observable inputs. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. | ||
The carrying amounts of certain financial instruments, such as cash equivalents, short term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The fair values of the notes payable, loan payable, convertible notes and credit facility are based on the present value of expected future cash flows and assumptions about current interest rates and the creditworthiness of the Company. | ||
The Company estimate the fair value of the compound embedded derivatives for the convertible promissory notes to Total (refer to Note 5, "Debt" for further details) using the Monte Carlo simulation valuation model that combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, probability of a change of control and the trading information of the Company's common stock into which the notes are convertible. | ||
The Company estimates the fair value of the compound embedded derivative for the Tranche I Notes using the binomial lattice model in order to estimate the fair value of the embedded derivative in the Tranche I convertible notes. A binomial lattice model generates two probable outcomes - one up and another down - arising at each point in time, starting from the date of valuation until the maturity date. A lattice model was initially used to determine if the convertible notes would be converted, called or held at each decision point. Within the lattice model, the following assumptions are made: (i) the convertible notes will be converted early if the conversion value is greater than the holding value; or (ii) the convertible notes will be called if the holding value is greater than both (a) redemption price and (b) the conversion value at the time. If the convertible notes are called, then the holder will maximize their value by finding the optimal decision between (1) redeeming at the redemption price and (2) converting the convertible notes. Using this lattice method, the Company fair valued the embedded derivatives using the "with-and-without method", where the fair value of the convertible notes including the embedded derivatives is defined as the "with", and the value of the convertible notes excluding the embedded derivatives is defined as the "without". This method estimates the fair value of the embedded derivative by looking at the difference in the fair values between the convertible notes with the embedded derivative and the fair value of the convertible notes without the embedded derivative. The lattice model uses the stock price, conversion rate, conversion price, maturity date, risk-free interest rate, estimated stock volatility and estimated credit spread. | ||
Changes in the inputs into these valuation models have a significant impact in the estimated fair value of the embedded derivatives. For example, a decrease (increase) in the estimated credit spread for the Company results in an increase (decrease) in the estimated fair value of the embedded derivatives. Conversely, a decrease (increase) in the stock price results in a decrease (increase) in the estimated fair value of the embedded derivatives. The changes during 2013 in the fair value of the bifurcated compound embedded derivative is primarily related to the change in price of the Company's underlying common stock and is reflected in the consolidated statements of operations as “Income (loss) from change in fair value of derivative instruments.” | ||
Cash and Cash Equivalents | ' | |
Cash and Cash Equivalents | ||
All highly liquid investments purchased with an original maturity date of 90 days or less at the date of purchase are considered to be cash equivalents. Cash and cash equivalents consist of money market funds and certificates of deposit. | ||
Accounts Receivable | ' | |
Accounts Receivable | ||
The Company maintains an allowance for doubtful accounts receivable for estimated losses resulting from the inability of its customers to make required payments. The Company determines this allowance based on specific doubtful account identification and management judgment on estimated exposure. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues collection of the receivable. | ||
Investments | ' | |
Investments | ||
Investments with original maturities greater than 90 days that mature less than 1 year from the consolidated balance sheet date are classified as short-term investments. The Company classifies investments as short-term or long-term based upon whether such assets are reasonably expected to be realized in cash or sold or consumed during the normal cycle of business. The Company invests its excess cash balances primarily in certificates of deposit. Certificates of deposits that have maturities greater than 90 days that mature less than one year from the consolidated balance sheet date are classified as short term investments. The Company classifies all of its investments as available-for-sale and records such assets at estimated fair value in the consolidated balance sheets, with unrealized gains and losses, if any, reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Debt securities are adjusted for amortization of premiums and accretion of discounts and such amortization and accretion are reported as a component of interest income. Realized gains and losses and declines in value that are considered to be other-than-temporary are recognized in the statements of operations. The cost of securities sold is determined on the specific identification method. | ||
Restricted Cash | ' | |
Restricted Cash | ||
Cash accounts that are restricted to withdrawal or usage are presented as restricted cash. | ||
Inventories | ' | |
Inventories | ||
Inventories, which consist of farnesene-derived products, as well as ethanol and reformulated ethanol-blended gasoline, are stated at the lower of cost or market and categorized as finished goods, work-in-process or raw material inventories. During the quarter ended September 30, 2012, the Company sold its remaining inventory of ethanol and reformulated ethanol-blended gasoline as it transitioned out of this business. The Company evaluates the recoverability of its inventories based on assumptions about expected demand and net realizable value. If the Company determines that the cost of inventories exceeds its estimated net realizable value, the Company records a write-down equal to the difference between the cost of inventories and the estimated net realizable value. If actual net realizable values are less favorable than those projected by management, additional inventory write-downs may be required that could negatively impact the Company's operating results. If actual net realizable values are more favorable, the Company may have favorable operating results when products that have been previously written down are sold in the normal course of business. The Company also evaluates the terms of its agreements with its suppliers and establishes accruals for estimated losses on adverse purchase commitments as necessary, applying the same lower of cost or market approach that is used to value inventory. Cost is computed on a first-in, first-out basis. Inventory costs include transportation costs incurred in bringing the inventory to its existing location. | ||
Derivatives Instruments | ' | |
Embedded Derivatives Related to Convertible Notes | ||
Embedded derivatives that are required to be bifurcated from the underlying debt instrument (i.e. host) are accounted for and valued as a separate financial instrument. The Company evaluated the terms and features of the convertible notes payable and identified compound embedded derivatives (a conversion option that contains a “make-whole interest” provision and down round conversion price adjustment provisions) requiring bifurcation and accounting at fair value because the economic and contractual characteristics of the embedded derivatives met the criteria for bifurcation and separate accounting due to the conversion option containing a “make-whole interest” provision, that requires cash payment for forgone interest upon a change of control and down round conversion price adjustment provisions. | ||
Derivative Instruments | ||
The Company makes limited use of derivative instruments, which includes currency interest rate swap agreements to manage the Company's exposure to foreign currency exchange rate fluctuations and interest rate fluctuations related to the Company's Banco Pine S.A. loan (discussed below under Note 5, "Debt"). Through the third quarter of 2012, the Company held futures positions on the New York Mercantile Exchange and the CME/Chicago Board of Trade to mitigate the risks related to the price volatility of ethanol and reformulated ethanol-blended gasoline but, as of September 30, 2012, the Company had transitioned out of that business and no longer held such derivative instruments. The Company does not engage in speculative derivative activities, and the purpose of its activity in derivative commodity instruments is to manage the financial risk posed by physical transactions and inventory. Changes in the fair value of the derivative contracts are recognized immediately in the consolidated statements of operations. | ||
Asset Retirement Obligations | ' | |
Asset Retirement Obligations | ||
The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. In addition, asset retirement cost is added to the carrying amount of the associated asset and this additional carrying amount is amortized over the life of the asset. The Company’s asset retirement obligations were associated with its commitment to return property subject to an operating lease in Brazil to its original condition upon lease termination. In October 2012, this operating lease was amended which included an amendment to the terms of restitution of the property under lease. As a result of this amendment, the Company no longer has asset retirement obligations and therefore reversed the previously accrued liabilities. | ||
Property, Plant and Equipment, net | ' | |
Property, Plant and Equipment, net | ||
Property, plant and equipment, net are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. | ||
Depreciation and amortization periods for the Company’s property, plant and equipment are as follows: | ||
Machinery and equipment | 7-15 years | |
Buildings | 15 years | |
Computers and software | 3-5 years | |
Furniture and office equipment | 5 years | |
Vehicles | 5 years | |
Buildings and leasehold improvements are amortized on a straight-line basis over the terms of the lease, or the useful life of the assets, whichever is shorter. | ||
Computers and software includes internal-use software that is acquired to meet the Company’s needs. Amortization commences when the software is ready for its intended use and the amortization period is the estimated useful life of the software, generally 3 to 5 years. Capitalized costs primarily include contract labor and payroll costs of the individuals dedicated to the installation of internal-use software. | ||
Impairment of Long-Lived Assets | ' | |
Impairment of Long-Lived Assets | ||
Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or the estimated useful life is no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to their estimated fair values. Fair value is estimated based on discounted future cash flows. There were $7.7 million, $6.4 million and zero, respectively, of impairment charges recorded during the years ended December 31, 2013, 2012 and 2011, respectively. | ||
Goodwill and Intangible Assets | ' | |
Goodwill and Intangible Assets | ||
Goodwill represents the excess of the cost over the fair value of net assets acquired from business combinations. Intangible assets are comprised primarily of in-process research and development (or IPR&D). The Company makes significant judgments in relation to the valuation of goodwill and intangible assets resulting from business combinations. | ||
There are several methods that can be used to determine the estimated fair value of the IPR&D acquired in a business combination. We used the "income method," which applies a probability weighting that considers the risk of development and commercialization, to the estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, pricing of similar products, and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets will be amortized over the remaining useful life or written off, as appropriate. | ||
Goodwill and intangible assets with indefinite lives are assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstance warrant such a review. When required, a comparison of fair value to the carrying amount of assets is performed to determine the amount of any impairment. | ||
The Company evaluates its intangible assets with finite lives for indications of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Intangible assets consist of purchased licenses and permits and are amortized on a straight-line basis over their estimated useful lives. Amortization of intangible assets was zero, $0.4 million and $0.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the Company's overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the intangible asset may be impaired, we make an assessment of the recoverability of the net carrying value of the asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated undiscounted future cash flows of the technology over the remaining amortization period, we reduce the net carrying value of the related intangible asset to fair value and may adjust the remaining amortization period. Any such impairment charge could be significant and could have a material adverse effect on the Company's reported financial results. The Company has not recognized any impairment charges on its intangible assets through December 31, 2013. | ||
In-Process Research and Development | ' | |
In-Process Research and Development | ||
During 2011, the Company recorded IPR&D of $8.6 million related to the acquisition of Draths. Amounts recorded as IPR&D will begin being amortized upon first sales of the product over the estimated useful life of the technology. In accordance with authoritative guidance, as the technology has not yet been proven, the amortization of the acquired IPR&D has not begun. The Company estimates that it could take up to three years before it will have viable products resulting from the acquired technology. | ||
Noncontrolling Interest | ' | |
Noncontrolling Interest | ||
Changes in noncontrolling interest ownership that do not result in a change of control and where there is a difference between fair value and carrying value are accounted for as equity transactions. | ||
Revenue Recognition | ' | |
Revenue Recognition | ||
The Company recognizes revenue from the sale of farnesene-derived products, delivery of research and development services, and from governmental grants. Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectibility is reasonably assured. | ||
If sales arrangements contain multiple elements, the Company evaluates whether the components of each arrangement represent separate units of accounting. | ||
Product Sales | ||
Beginning in the second quarter of 2011, the Company began to sell farnesene-derived products, which were produced by contracted third parties. Through the third quarter of 2012, the Company also sold ethanol and reformulated ethanol-blended gasoline under short-term agreements at prevailing market prices. As of September 30, 2012, the Company had transitioned out of that business. Ethanol and reformulated ethanol-blended gasoline sales consisted of sales to customers through purchases from third-party suppliers in which the Company took physical control of the ethanol and reformulated ethanol-blended gasoline and accepted risk of loss. The Company's renewable product sales do not include rights of return. Returns are only accepted if the product does not meet product specifications and such nonconformity is communicated to the Company within a set number of days of delivery. The Company offers a two year standard warranty provision for squalane products sold after March 31, 2012, if the products do not meet Company-established criteria as set forth in the Company's trade terms. The Company bases its return reserve on a combination of historical rate of return for the Company's squalane products and historical returns for companies in the cosmetics industry since the Company did not have a full two years of historical return data. Revenues are recognized, net of discounts and allowances, once passage of title and risk of loss has occurred and contractually specified acceptance criteria have been met, provided all other revenue recognition criteria have also been met. | ||
Grants and Collaborative Revenue | ||
Revenue from collaborative research services is recognized as the services are performed consistent with the performance requirements of the contract. In cases where the planned levels of research services fluctuate over the research term, the Company recognizes revenue using the proportionate performance method based upon actual efforts to date relative to the amount of expected effort to be incurred by the Company. When up-front payments are received and the planned levels of research services do not fluctuate over the research term, revenue is recorded on a ratable basis over the arrangement term, up to the amount of cash received. When up-front payments are received and the planned levels of research services fluctuate over the research term, revenue is recorded using the proportionate performance method, up to the amount of cash received. Where arrangements include milestones that are determined to be substantive and at risk at the inception of the arrangement, revenue is recognized upon achievement of the milestone and is limited to those amounts whereby collectibility is reasonably assured. | ||
Government grants are agreements that generally provide cost reimbursement for certain types of expenditures in return for research and development activities over a contractually defined period. Revenues from government grants are recognized in the period during which the related costs are incurred, provided that the conditions under which the government grants were provided have been met and only perfunctory obligations are outstanding. Under the Defense Advanced Research Projects Agency (or DARPA) contract signed in June 2012, the Company received funding based on achievement of program milestones. Accordingly, the Company recognized revenue using the proportionate performance method based upon actual efforts to date relative to the amount of expected effort to be incurred, up to the amount of verified payable milestones. | ||
Cost of Products Sold | ' | |
Cost of Products Sold | ||
Cost of products sold includes production costs of farnesene-derived products, which include cost of raw materials, amounts paid to contract manufacturers and period costs including inventory write-downs resulting from applying lower-of-cost-or-market inventory valuation. Cost of farnesene-derived products sold also includes certain costs related to the scale-up in production of such products. Through the third quarter of 2012, cost of products sold consisted primarily of cost of purchased ethanol and reformulated ethanol-blended gasoline, terminal fees paid for storage and handling, transportation costs between terminals and changes in the fair value of derivative commodity instruments. The Company transitioned out of its ethanol and gasoline business in the quarter ended September 30, 2012. | ||
Shipping and handling costs charged to customers are recorded as revenues. Shipping costs are included in cost of products sold. Such charges were not significant in any of the periods presented. | ||
Costs of Start-up Activities | ' | |
Costs of Start-Up Activities | ||
Start-up activities are defined as those one-time activities related to opening a new facility, introducing a new product or service, conducting business in a new territory, conducting business with a new class of customer or beneficiary, initiating a new process in an existing facility, commencing some new operation or activities related to organizing a new entity. All the costs associated with start-up activities related to a potential facility are expensed and recorded within selling, general and administrative expenses until the facility is considered viable by management, at which time costs would be considered for capitalization based on authoritative accounting literature. | ||
Research and Development | ' | |
Research and Development | ||
Research and development costs are expensed as incurred and include costs associated with research performed pursuant to collaborative agreements and government grants. Research and development costs consist of direct and indirect internal costs related to specific projects as well as fees paid to others that conduct certain research activities on the Company’s behalf. | ||
Debt Extinguishment | ' | |
Debt Extinguishment | ||
The Company accounts for the income or loss from extinguishment of debt in accordance with ASC 470, "Debt", which indicates that for all extinguishment of debt, the difference between the reacquisition price and the net carrying amount of the debt being extinguished should be recognized as gain or loss when the debt is extinguished. The gain or loss from debt extinguishment is recorded in the consolidated statements of operations under "other income (expense)" as "income (loss) from extinguishment of debt". | ||
Income Taxes | ' | |
Income Taxes | ||
The Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax basis of the Company’s assets and liabilities and their financial statement reported amounts. In addition, deferred tax assets are recorded for the future benefit of utilizing net operating losses and research and development credit carryforwards. A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized. | ||
The Company recognizes and measures uncertain tax positions in accordance with Income Taxes subtopic 05-6 of ASC 740, which prescribes a recognition threshold and measurement process for recording uncertain tax positions taken, or expected to be taken in a tax return, in the consolidated financial statements. Additionally, the guidance also prescribes treatment for the derecognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. The Company accrues for the estimated amount of taxes for uncertain tax positions if it is more likely than not that the Company would be required to pay such additional taxes. An uncertain tax position will not be recognized if it has a less than 50% likelihood of being sustained. | ||
Currency Translation | ' | |
Currency Translation | ||
The Company consider the local currency to be the functional currency of the Company’s wholly-owned subsidiary in Brazil and of the Company's joint venture. Accordingly, asset and liability accounts of those operations are translated into United States dollars using the current exchange rate in effect at the balance sheet date and equity accounts are translated into United States dollars using historical rates. The revenues and expenses are translated using the exchange rates in effect when the transactions occur. Gains and losses from foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in the consolidated balance sheets. | ||
Stock-Based Compensation | ' | |
Stock-Based Compensation | ||
The Company accounts for stock-based compensation arrangements with employees using a fair value method which requires the recognition of compensation expense for costs related to all stock-based payments including stock options. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant using an option pricing model. The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted, which is expensed on a straight-line basis over the vesting period. The Company accounts for restricted stock unit awards issued to employees based on the fair market value of the Company’s common stock. | ||
The Company accounts for stock options issued to nonemployees based on the estimated fair value of the awards using the Black-Scholes option pricing model. The Company accounts for restricted stock units issued to nonemployees based on the fair market value of the Company’s common stock. The measurement of stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest, and the resulting change in value, if any, is recognized in the Company’s consolidated statements of operations during the period the related services are rendered. | ||
Comprehensive Income (Loss) | ' | |
Comprehensive Income (Loss) | ||
Comprehensive income (loss) represents all changes in stockholders’ equity (deficit) except those resulting from investments or contributions by stockholders. The Company’s foreign currency translation adjustments represent the components of comprehensive income (loss) excluded from the Company’s net loss and have been disclosed in the consolidated statements of comprehensive loss for all periods presented | ||
Net Loss Attributable to Common Stockholders and Net Loss per Share | ' | |
Net Loss Attributable to Common Stockholders and Net Loss per Share | ||
The Company computes net loss per share in accordance with ASC 260, “Earnings per Share.” Basic net loss per share of common stock is computed by dividing the Company’s net loss attributable to Amyris, Inc. common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is computed by giving effect to all potentially dilutive securities, including stock options, restricted stock units, common stock warrants, using the treasury stock method or the as converted method, as applicable. For all periods presented, basic net loss per share was the same as diluted net loss per share because the inclusion of all potentially dilutive securities outstanding was anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss are the same for each period presented. | ||
Recent Accounting Pronouncements | ' | |
Recent Accounting Pronouncements | ||
In December 2011, the International Accounting Standards Board and the FASB issued common disclosure requirements that are intended to enhance comparability between financial statements prepared on the basis of GAAP and those prepared in accordance with International Financial Reporting Standards. In January 2013, the FASB issued an accounting standard update to limit the scope of the new balance sheet offsetting disclosures to derivative instruments, repurchase agreements, and securities lending transactions to the extent that they are offset in the financial statement or subject to an enforceable master netting arrangement or similar arrangement. While this guidance does not change existing offsetting criteria in GAAP or the permitted balance sheet presentation for items meeting the criteria, it requires an entity to disclose both net and gross information about assets and liabilities that have been offset and the related arrangements. Required disclosures under this new guidance should be provided retrospectively for all comparative periods presented. This new guidance is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those years. The adoption of this guidance did not have a material effect on the Company's consolidated financial statements. | ||
In July 2012, the FASB issued an amended accounting standard update to simplify how entities test indefinite-lived intangible assets for impairment which improve consistency in impairment testing requirements among long-lived asset categories. The amended guidance permits an assessment of qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. For assets in which this assessment concludes it is more likely than not that the fair value is more than its carrying value, then the amended guidance eliminates the requirement to perform quantitative impairment testing as outlined in the previously issued standards. The amended guidance is effective for fiscal years beginning after September 15, 2012 and early adoption was permitted. The adoption of the amended guidance did not have an impact on the Company's consolidated financial statements. | ||
In February 2013, in connection with the accounting standard related to the presentation of the Statement of Comprehensive Income, the FASB issued an accounting standard update to improve the reporting of reclassifications out of accumulated other comprehensive income of various components. This guidance requires companies to present either parenthetically on the face of the financial statements or in the notes, significant amounts reclassified from each component of accumulated other comprehensive income and the income statement line items affected by the reclassification. This standard is effective for interim periods and fiscal years beginning after December 15, 2012. The adoption of this guidance did not have a material effect the Company's consolidated financial statements. | ||
In July 2013, the FASB issued an amended accounting standard update on the financial statement presentation of unrecognized tax benefits. The amended guidance provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The new guidance becomes effective for the Company on January 1, 2014 and will be applied prospectively to unrecognized tax benefits that exist at the effective date with retrospective applications permitted. The Company's current presentation of unrecognized tax benefits conforms with the amended guidance. Accordingly, there will be no impact to the Company resulting from the guidance. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Schedules of Concentration of Risk, by Risk Factor | ' | |||||||||||
Customers representing 10% or greater of accounts receivable were as follows: | ||||||||||||
December 31, | ||||||||||||
Customers | 2013 | 2012 | ||||||||||
Customer B | 27 | % | * | |||||||||
Customer C | 14 | % | 44 | % | ||||||||
Customer D | * | 22 | % | |||||||||
Customer E | ** | 14 | % | |||||||||
Customer F | 27 | % | * | |||||||||
______________ | ||||||||||||
* No outstanding balance | ||||||||||||
** Less than 10% | ||||||||||||
Customers representing 10% or greater of revenues were as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
Customers | 2013 | 2012 | 2011 | |||||||||
Customer A | * | 13 | % | 11 | % | |||||||
Customer B | 15 | % | * | * | ||||||||
Customer C | 10 | % | ** | ** | ||||||||
Customer E | 20 | % | ** | ** | ||||||||
Customer F | 12 | % | ** | * | ||||||||
Customer G | * | ** | 14 | % | ||||||||
Customer H | ** | 13 | % | * | ||||||||
______________ | ||||||||||||
* Not a customer | ||||||||||||
** Less than 10% | ||||||||||||
Schedule of Asset Retirement Obligations | ' | |||||||||||
As of December 31, 2013 and 2012, the Company had no asset retirement obligations. The related leasehold improvements are being amortized to depreciation expense over the term of the lease or the useful life of the assets, whichever is shorter. Related amortization expense was zero, $0.2 million, and $0.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||
The change in the asset retirement obligation is summarized below (in thousands): | ||||||||||||
Balance at December 31, 2010 | $ | 984 | ||||||||||
Additions | 166 | |||||||||||
Foreign currency impacts and other adjustments | (133 | ) | ||||||||||
Accretion expenses recorded during the period | 112 | |||||||||||
Balance at December 31, 2011 | $ | 1,129 | ||||||||||
Additions | — | |||||||||||
Foreign currency impacts and other adjustments | (98 | ) | ||||||||||
Accretion expenses recorded during the period | 91 | |||||||||||
Reversals | (1,122 | ) | ||||||||||
Balance at December 31, 2012 | $ | — | ||||||||||
Property, Plant and Equipment | ' | |||||||||||
Depreciation and amortization periods for the Company’s property, plant and equipment are as follows: | ||||||||||||
Machinery and equipment | 7-15 years | |||||||||||
Buildings | 15 years | |||||||||||
Computers and software | 3-5 years | |||||||||||
Furniture and office equipment | 5 years | |||||||||||
Vehicles | 5 years | |||||||||||
Property, plant and equipment, net is comprised of the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Leasehold improvements | $ | 39,034 | $ | 39,290 | ||||||||
Machinery and equipment | 96,585 | 105,162 | ||||||||||
Computers and software | 8,509 | 8,232 | ||||||||||
Furniture and office equipment | 2,535 | 2,467 | ||||||||||
Buildings | 7,148 | 5,888 | ||||||||||
Vehicles | 488 | 575 | ||||||||||
Construction in progress | 41,387 | 45,372 | ||||||||||
$ | 195,686 | $ | 206,986 | |||||||||
Less: accumulated depreciation and amortization | (55,095 | ) | (43,865 | ) | ||||||||
Property, plant and equipment, net | $ | 140,591 | $ | 163,121 | ||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | ' | |||||||||||
The components of accumulated other comprehensive loss are as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Foreign currency translation adjustment, net of tax | $ | (20,087 | ) | $ | (12,807 | ) | ||||||
Total accumulated other comprehensive loss | $ | (20,087 | ) | $ | (12,807 | ) | ||||||
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | ' | |||||||||||
The following table presents the calculation of basic and diluted net loss per share of common stock attributable to Amyris, Inc. common stockholders (in thousands, except share and per share amounts): | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Net loss attributable to Amyris, Inc. common stockholders | $ | (235,111 | ) | $ | (205,139 | ) | $ | (178,870 | ) | |||
Denominator: | ||||||||||||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted | 75,472,770 | 56,717,869 | 44,799,056 | |||||||||
Net loss per share attributable to common stockholders, basic and diluted | $ | (3.12 | ) | $ | (3.62 | ) | $ | (3.99 | ) | |||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | |||||||||||
The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Period-end stock options to purchase common stock | 8,409,605 | 8,946,592 | 8,377,016 | |||||||||
Convertible promissory notes (1) | 42,905,005 | 10,370,391 | — | |||||||||
Period-end common stock subject to repurchase | — | 51 | 7,929 | |||||||||
Period-end common stock warrants | 1,021,087 | 21,087 | 26,223 | |||||||||
Period-end restricted stock units | 2,316,437 | 2,550,799 | 375,189 | |||||||||
Total | 54,652,134 | 21,888,920 | 8,786,357 | |||||||||
______________ | ||||||||||||
(1) | The potentially dilutive effect of convertible promissory notes were computed based on conversion ratios in effect as of December 31, 2013. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price if certain condition fails to occur, which could potentially increase the dilutive shares outstanding. |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | |||||||||||||||
The Company’s financial assets and financial liabilities as of December 31, 2012 are presented below at fair value and were classified within the fair value hierarchy as follows (in thousands): | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Balance as of December 31, 2012 | |||||||||||||
Financial Assets | ||||||||||||||||
Money market funds | $ | 15,847 | $ | — | $ | — | $ | 15,847 | ||||||||
Certificates of deposit | 757 | — | — | 757 | ||||||||||||
Total financial assets | 16,604 | $ | — | $ | — | $ | 16,604 | |||||||||
Financial Liabilities | ||||||||||||||||
Notes payable | $ | — | $ | 1,676 | $ | — | $ | 1,676 | ||||||||
Loans payable | — | 20,707 | — | 20,707 | ||||||||||||
Credit facilities | — | 11,503 | — | 11,503 | ||||||||||||
Convertible notes | — | — | 62,522 | 62,522 | ||||||||||||
Compound embedded derivative liability | — | — | 7,894 | 7,894 | ||||||||||||
Currency interest rate swap derivative liability | — | 1,367 | — | 1,367 | ||||||||||||
Total financial liabilities | $ | — | $ | 35,253 | $ | 70,416 | $ | 105,669 | ||||||||
As of December 31, 2013, the Company’s financial assets and financial liabilities are presented below at fair value and were classified within the fair value hierarchy as follows (in thousands): | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Balance as of December 31, 2013 | |||||||||||||
Financial Assets | ||||||||||||||||
Money market funds | $ | 398 | $ | — | $ | — | $ | 398 | ||||||||
Certificates of deposit | 1,428 | — | — | 1,428 | ||||||||||||
Total financial assets | $ | 1,826 | $ | — | $ | — | $ | 1,826 | ||||||||
Financial Liabilities | ||||||||||||||||
Loans payable | $ | — | $ | 18,491 | $ | — | $ | 18,491 | ||||||||
Credit facilities | — | 7,571 | — | 7,571 | ||||||||||||
Convertible notes | — | — | 131,952 | 131,952 | ||||||||||||
Compound embedded derivative liability | — | — | 131,117 | 131,117 | ||||||||||||
Currency interest rate swap derivative liability | — | 3,600 | — | 3,600 | ||||||||||||
Total financial liabilities | $ | — | $ | 29,662 | $ | 263,069 | $ | 292,731 | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ' | |||||||||||||||
The following table provides a reconciliation of the beginning and ending balances for the convertible notes measured at fair value using significant unobservable inputs (Level 3) (in thousands): | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Balance at January 1 | $ | 62,522 | $ | — | ||||||||||||
Additions to convertible notes | 72,570 | 73,300 | ||||||||||||||
Change in fair value of convertible notes | (3,140 | ) | (10,778 | ) | ||||||||||||
Balance at December 31 | $ | 131,952 | $ | 62,522 | ||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | ' | |||||||||||||||
The following table provides a reconciliation of the beginning and ending balances for the compound embedded derivative liability measured at fair value using significant unobservable inputs (Level 3) (in thousands): | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Balance at January 1 | $ | 7,894 | $ | — | ||||||||||||
Transfers in to Level 3 net of cancellation (1) | 40,901 | 11,025 | ||||||||||||||
Total (income) loss from change in fair value of derivative liability | 82,322 | (3,131 | ) | |||||||||||||
Balance at December 31 | $ | 131,117 | $ | 7,894 | ||||||||||||
______________ | ||||||||||||||||
(1) Includes $0.8 million removal of derivative liability related to debt extinguishment. | ||||||||||||||||
Derivative instruments measured at fair value as of December 31, 2013 and 2012, and their classification on the consolidated balance sheets and consolidated statements of operations, are presented in the following tables (in thousands except contract amounts): | ||||||||||||||||
Liability as of | ||||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||
Type of Derivative Contract | Quantity of | Fair Value | Quantity of | Fair Value | ||||||||||||
Short | Short | |||||||||||||||
Contracts | Contracts | |||||||||||||||
Currency interest rate swap, included as net liability in derivative liability | 1 | $ | 3,600 | 1 | $ | 1,367 | ||||||||||
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | ' | |||||||||||||||
Income | Years Ended December 31, | |||||||||||||||
Type of Derivative Contract | Statement Classification | 2013 | 2012 | 2011 | ||||||||||||
Gain (Loss) Recognized | ||||||||||||||||
Regulated fixed price futures contracts | Cost of products sold | $ | — | $ | (288 | ) | $ | (2,365 | ) | |||||||
Currency interest rate swap | Income (loss) from change in fair value of derivative instruments | $ | (2,233 | ) | $ | (1,367 | ) | $ | — | |||||||
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Balance Sheet Components [Abstract] | ' | |||||||
Schedule of Inventory, Current | ' | |||||||
Inventories, net is comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Raw materials | $ | 1,796 | $ | 1,574 | ||||
Work-in-process | 7,292 | 1,771 | ||||||
Finished goods | 1,800 | 2,689 | ||||||
Inventories, net | $ | 10,888 | $ | 6,034 | ||||
Schedule of Prepaid and Other Current Assets | ' | |||||||
Prepaid expenses and other current assets is comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Advances to contract manufacturers | $ | 7 | $ | 784 | ||||
Manufacturing catalysts | 1,536 | 1,895 | ||||||
Recoverable VAT and other taxes | 5,125 | 4,167 | ||||||
Other | 2,850 | 2,079 | ||||||
Prepaid expenses and other current assets | $ | 9,518 | $ | 8,925 | ||||
Property, Plant and Equipment | ' | |||||||
Depreciation and amortization periods for the Company’s property, plant and equipment are as follows: | ||||||||
Machinery and equipment | 7-15 years | |||||||
Buildings | 15 years | |||||||
Computers and software | 3-5 years | |||||||
Furniture and office equipment | 5 years | |||||||
Vehicles | 5 years | |||||||
Property, plant and equipment, net is comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Leasehold improvements | $ | 39,034 | $ | 39,290 | ||||
Machinery and equipment | 96,585 | 105,162 | ||||||
Computers and software | 8,509 | 8,232 | ||||||
Furniture and office equipment | 2,535 | 2,467 | ||||||
Buildings | 7,148 | 5,888 | ||||||
Vehicles | 488 | 575 | ||||||
Construction in progress | 41,387 | 45,372 | ||||||
$ | 195,686 | $ | 206,986 | |||||
Less: accumulated depreciation and amortization | (55,095 | ) | (43,865 | ) | ||||
Property, plant and equipment, net | $ | 140,591 | $ | 163,121 | ||||
Schedule of Other Assets, Noncurrent | ' | |||||||
Other assets are comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Deposits on property and equipment, including taxes | $ | 1,970 | $ | 2,363 | ||||
Advances to contract manufacturers, net of current portion(1) | — | 2,222 | ||||||
Recoverable taxes from Brazilian government entities | 6,599 | 13,597 | ||||||
Other | 2,016 | 1,930 | ||||||
Total other assets | $ | 10,585 | $ | 20,112 | ||||
______________ | ||||||||
(1) | At December 31, 2012, the amount of $2.2 million relates to the non-current unamortized portion of equipment costs funded by the Company to a contract manufacturer. The related amortization was offset against purchases of inventory during 2013. | |||||||
Schedule Of Accrued And Other Current Liabilities | ' | |||||||
Accrued and other current liabilities are comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Professional services | $ | 2,279 | $ | 824 | ||||
Accrued vacation | 2,274 | 2,673 | ||||||
Payroll and related expenses | 5,066 | 5,809 | ||||||
Tax-related liabilities | 825 | 851 | ||||||
Deferred rent, current portion | 1,111 | 1,448 | ||||||
Accrued interest(1) | 3,176 | 965 | ||||||
Contractual obligations to contract manufacturers | 4,241 | 9,952 | ||||||
Customer advances | — | 970 | ||||||
Other(1) | 2,249 | 918 | ||||||
Total accrued and other current liabilities | $ | 21,221 | $ | 24,410 | ||||
_________ | ||||||||
(1) | Certain reclassifications of prior period amounts have been made to conform to the current period presentation. Such reclassifications did not materially change previously reported consolidated financial statements. | |||||||
Schedule of Derivative Liability | ' | |||||||
Derivative liability is comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Fair market value of swap obligations | $ | 3,600 | $ | 1,367 | ||||
Fair value of compound embedded derivative liability(1) | 131,117 | 7,894 | ||||||
Total derivative liability | $ | 134,717 | $ | 9,261 | ||||
______________ | ||||||||
(1) | The compound embedded derivative liability represents the fair value of the equity conversion features or "make-whole provision" features included in the outstanding Total and Tranche I convertible promissory notes (see Note 3, "Fair value of financial instruments" and Note 5, "Debt"). |
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||
Schedule of Debt | ' | |||||||||||||||||||
Debt is comprised of the following (in thousands): | ||||||||||||||||||||
December 31, | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Credit facilities | $ | 8,767 | $ | 12,409 | ||||||||||||||||
Notes payable | — | 1,572 | ||||||||||||||||||
Convertible notes | 28,537 | 25,000 | ||||||||||||||||||
Related party convertible notes | 89,499 | 39,033 | ||||||||||||||||||
Loans payable | 25,259 | 26,150 | ||||||||||||||||||
Total debt | 152,062 | 104,164 | ||||||||||||||||||
Less: current portion | (6,391 | ) | (3,325 | ) | ||||||||||||||||
Long-term debt | $ | 145,671 | $ | 100,839 | ||||||||||||||||
Schedule of Long-term Debt Instruments | ' | |||||||||||||||||||
Future minimum payments under the debt agreements as of December 31, 2013 are as follows (in thousands): | ||||||||||||||||||||
Years ending December 31: | Related Party Convertible Debt | Convertible Debt | Notes Payable | Loans Payable | Credit Facility | |||||||||||||||
2014 | $ | — | $ | 760 | $ | — | $ | 5,753 | $ | 2,552 | ||||||||||
2015 | — | 765 | — | 3,848 | 2,420 | |||||||||||||||
2016 | — | 760 | — | 3,700 | 2,288 | |||||||||||||||
2017 | 73,687 | 25,125 | — | 3,547 | 2,155 | |||||||||||||||
2018 | 72,381 | 12,331 | — | 3,396 | 445 | |||||||||||||||
Thereafter | — | — | — | 10,817 | 107 | |||||||||||||||
Total future minimum payments | 146,068 | 39,741 | — | 31,061 | 9,967 | |||||||||||||||
Less: amount representing interest(1) | (56,569 | ) | (11,204 | ) | — | (5,802 | ) | (1,200 | ) | |||||||||||
Present value of minimum debt payments | 89,499 | 28,537 | — | 25,259 | 8,767 | |||||||||||||||
Less: current portion | — | — | — | (4,333 | ) | (2,058 | ) | |||||||||||||
Noncurrent portion of debt | $ | 89,499 | $ | 28,537 | $ | — | $ | 20,926 | $ | 6,709 | ||||||||||
(1) Including debt discount of $27.9 million related to the embedded derivative associated with the related party convertible debt which will be accreted to interest expense under the effective interest method over the term of the convertible debt. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||
Schedule of Future Minimum Payments For Lease Obligations | ' | |||||||||||
Future minimum payments under the Company's lease obligations as of December 31, 2013, are as follows (in thousands): | ||||||||||||
Years ending December 31: | Capital | Operating | Total Lease Obligations | |||||||||
Leases | Leases | |||||||||||
2014 | $ | 1,006 | $ | 6,404 | $ | 7,410 | ||||||
2015 | 289 | 6,622 | 6,911 | |||||||||
2016 | — | 6,600 | 6,600 | |||||||||
2017 | — | 6,580 | 6,580 | |||||||||
2018 | — | 6,667 | 6,667 | |||||||||
Thereafter | — | 32,259 | 32,259 | |||||||||
Total future minimum lease payments | 1,295 | $ | 65,132 | $ | 66,427 | |||||||
Less: amount representing interest | (52 | ) | ||||||||||
Present value of minimum lease payments | 1,243 | |||||||||||
Less: current portion | (956 | ) | ||||||||||
Long-term portion | $ | 287 | ||||||||||
Joint_Ventures_and_Noncontroll1
Joint Ventures and Noncontrolling Interest (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Joint Ventures and Noncontrolling Interest [Abstract] | ' | |||||||
Schedule of Variable Interest Entities | ' | |||||||
The table below reflects the carrying amount of the assets and liabilities of the two consolidated VIEs for which the Company is the primary beneficiary. As of December 31, 2013, the assets include $21.6 million in property, plant and equipment, $3.9 million in other assets and $0.3 million in current assets. The liabilities include $0.1 million in accounts payable and accrued current liabilities and $0.1 million in loan obligations by Glycotech to its shareholders that are non-recourse to the Company. The creditors of each consolidated VIE have recourse only to the assets of that VIE. | ||||||||
December 31, | ||||||||
(In thousands) | 2013 | 2012 | ||||||
Assets | $ | 25,730 | $ | 29,564 | ||||
Liabilities | $ | 229 | $ | 355 | ||||
Noncontrolling Interest | ' | |||||||
The change in noncontrolling interest for the years ended December 31, 2013 and 2012 is summarized below (in thousands): | ||||||||
2013 | 2012 | |||||||
Balance at January 1 | $ | (877 | ) | $ | (240 | ) | ||
Addition to noncontrolling interest | — | — | ||||||
Foreign currency translation adjustment | 89 | 257 | ||||||
Loss attributable to noncontrolling interest | 204 | (894 | ) | |||||
Balance at December 31 | $ | (584 | ) | $ | (877 | ) |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||
Schedule of Intangible Assets and Goodwill | ' | |||||||||||||||||||||
The following table presents the components of the Company's intangible assets (in thousands): | ||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||||||||
Useful Life in Years | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | ||||||||||||||||
In-process research and development | Indefinite | $ | 8,560 | $ | — | $ | 8,560 | $ | 8,560 | $ | — | $ | 8,560 | |||||||||
Acquired licenses and permits | 2 | 772 | (772 | ) | — | 772 | (740 | ) | 32 | |||||||||||||
Goodwill | Indefinite | 560 | — | 560 | 560 | — | 560 | |||||||||||||||
$ | 9,892 | $ | (772 | ) | $ | 9,120 | $ | 9,892 | $ | (740 | ) | $ | 9,152 | |||||||||
The following table presents the activity of intangible assets for the year ended December 31, 2013 (in thousands): | ||||||||||||||||||||||
31-Dec-12 | 31-Dec-13 | |||||||||||||||||||||
Net Carrying Value | Additions | Adjustments | Amortization | Net Carrying Value | ||||||||||||||||||
In-process research and development | $ | 8,560 | $ | — | $ | — | $ | — | $ | 8,560 | ||||||||||||
Acquired licenses and permits | 32 | — | — | (32 | ) | — | ||||||||||||||||
Goodwill | 560 | — | — | — | 560 | |||||||||||||||||
$ | 9,152 | $ | — | $ | — | $ | (32 | ) | $ | 9,120 | ||||||||||||
StockBased_Compensation_Plans_
Stock-Based Compensation Plans (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ' | |||||||||||||||
Stock-based compensation expense related to options and restricted stock units granted to employees and nonemployees was allocated to research and development expense and sales, general and administrative expense as follows (in thousands): | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Research and development | $ | 4,281 | $ | 6,451 | $ | 6,345 | ||||||||||
Sales, general and administrative | 13,766 | 21,022 | 19,147 | |||||||||||||
Total stock-based compensation expense | $ | 18,047 | $ | 27,473 | $ | 25,492 | ||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | ' | |||||||||||||||
The Company’s restricted stock units (or RSU) and restricted stock activity and related information for the year ended December 31, 2013 was as follows: | ||||||||||||||||
RSUs | Weighted-Average Grant-Date Fair Value | Weighted Average Remaining Contractual Life (Years) | ||||||||||||||
Outstanding - December 31, 2012 | 2,550,799 | $ | 7.92 | 1.3 | ||||||||||||
Awarded | 1,222,250 | $ | 2.85 | — | ||||||||||||
Vested | (889,619 | ) | $ | 5.08 | — | |||||||||||
Forfeited | (566,993 | ) | $ | 3.57 | — | |||||||||||
Outstanding - December 31, 2013 | 2,316,437 | $ | 4.3 | 0.88 | ||||||||||||
Expected to vest after December 31, 2013 | 2,121,306 | $ | 4.3 | 0.81 | ||||||||||||
Schedule of Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity | ' | |||||||||||||||
The Company’s stock option activity and related information for the year ended December 31, 2013 was as follows: | ||||||||||||||||
Number | Weighted- | Weighted-Average | Aggregate | |||||||||||||
Outstanding | Average | Remaining | Intrinsic | |||||||||||||
Exercise | Contractual | Value | ||||||||||||||
Price | Life (Years) | |||||||||||||||
(in thousands) | ||||||||||||||||
Outstanding - December 31, 2012 | 8,946,592 | $ | 9.07 | 7.5 | $ | 954 | ||||||||||
Options granted | 2,989,919 | $ | 2.82 | |||||||||||||
Options exercised | (305,060 | ) | $ | 1.89 | ||||||||||||
Options cancelled | (3,221,846 | ) | $ | 8.34 | ||||||||||||
Outstanding - December 31, 2013 | 8,409,605 | $ | 7.39 | 7.4 | $ | 12,393 | ||||||||||
Vested and expected to vest after December 31, 2013 | 7,879,704 | $ | 7.58 | 7.3 | $ | 11,290 | ||||||||||
Exercisable at December 31, 2013 | 3,999,486 | $ | 9.7 | 5.9 | $ | 3,822 | ||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | ' | |||||||||||||||
The following table summarizes information about stock options outstanding as of December 31, 2013: | ||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||
Exercise Price | Number of Options | Weighted- | Weighted-Average Exercise Price | Number of Options | Weighted-Average Exercise Price | |||||||||||
Average | ||||||||||||||||
Remaining | ||||||||||||||||
Contractual Life | ||||||||||||||||
(Years) | ||||||||||||||||
$0.10—$2.75 | 848,011 | 8.1 | $ | 2.54 | 189,629 | $ | 2.15 | |||||||||
$2.76—$2.79 | 1,046,855 | 8.1 | $ | 2.78 | 166,250 | $ | 2.76 | |||||||||
$2.81—$2.89 | 960,500 | 9.4 | $ | 2.87 | 137 | $ | 2.85 | |||||||||
$2.94—$3.23 | 892,138 | 9 | $ | 3.04 | 255,031 | $ | 3.07 | |||||||||
$3.55—$3.83 | 45,655 | 8.6 | $ | 3.57 | 42,402 | $ | 3.55 | |||||||||
$3.86—$3.86 | 967,500 | 8 | $ | 3.86 | 426,760 | $ | 3.86 | |||||||||
$3.93—$4.06 | 895,456 | 4.3 | $ | 3.94 | 835,039 | $ | 3.94 | |||||||||
$4.31—$11.20 | 854,569 | 5.8 | $ | 6.73 | 733,001 | $ | 6.39 | |||||||||
$11.51—$18.22 | 842,905 | 6.9 | $ | 16.08 | 577,767 | $ | 16.09 | |||||||||
$19.61—$30.17 | 1,056,016 | 6.8 | $ | 23.57 | 773,470 | $ | 23.38 | |||||||||
$0.10—$30.17 | 8,409,605 | 7.4 | $ | 7.39 | 3,999,486 | $ | 9.7 | |||||||||
Employee Share Based Compensation [Member] | ' | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | ' | |||||||||||||||
Stock-based compensation cost for RSUs is measured based on the closing fair market value of the Company's common stock on the date of grant. Stock-based compensation cost for stock options and employee stock purchase plan rights is estimated at the grant date and offering date, respectively, based on the fair-value using the Black-Scholes option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of employee stock options was estimated using the following weighted-average assumptions: | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Expected dividend yield | — | % | — | % | — | % | ||||||||||
Risk-free interest rate | 1.4 | % | 1.1 | % | 2.3 | % | ||||||||||
Expected term (in years) | 6.1 | 6 | 5.8 | |||||||||||||
Expected volatility | 82 | % | 77 | % | 86 | % | ||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ' | |||||||||||||||
Compensation expense was recorded for stock-based awards granted to employees based on the grant date estimated fair value (in thousands): | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Research and development | $ | 4,278 | $ | 6,442 | $ | 6,306 | ||||||||||
Sales, general and administrative | 13,453 | 20,887 | 18,288 | |||||||||||||
Total stock-based compensation expense | $ | 17,731 | $ | 27,329 | $ | 24,594 | ||||||||||
Non Employee Share Based Compensation [Member] | ' | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | ' | |||||||||||||||
The fair value of nonemployee stock options was estimated using the following weighted-average assumptions: | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Expected dividend yield | — | % | — | % | — | % | ||||||||||
Risk-free interest rate | 1.3 | % | 1.4 | % | 2.1 | % | ||||||||||
Expected term (in years) | 4.8 | 7 | 7.8 | |||||||||||||
Expected volatility | 81 | % | 77 | % | 86 | % |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Schedule of Income before Income Tax, Domestic and Foreign | ' | |||||||||||
The components of loss before income taxes and minority interests are as follows for the years ended December 31, 2013, 2012 and 2011 (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
United States | $ | (216,583 | ) | $ | (146,028 | ) | $ | (140,153 | ) | |||
Foreign | (19,171 | ) | (59,024 | ) | (38,806 | ) | ||||||
Loss before income taxes | $ | (235,754 | ) | $ | (205,052 | ) | $ | (178,959 | ) | |||
Schedule of Components of Income Tax Expense (Benefit) | ' | |||||||||||
The components of the provision for (benefit from) income taxes are as follows for the years ended December 31, 2013, 2012 and 2011 (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | — | — | — | |||||||||
Foreign | (847 | ) | 981 | 727 | ||||||||
Total current provision (benefit) | (847 | ) | 981 | 727 | ||||||||
Deferred: | ||||||||||||
Federal | — | (150 | ) | |||||||||
State | — | — | (25 | ) | ||||||||
Foreign | — | — | — | |||||||||
Total deferred provision (benefit) | — | — | (175 | ) | ||||||||
Total provision for income taxes | $ | (847 | ) | $ | 981 | $ | 552 | |||||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||||||||||
A reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of loss before income taxes is as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Statutory tax rate | (34.0 | )% | (34.0 | )% | (34.0 | )% | ||||||
State tax rate, net of federal benefit | (0.7 | )% | (0.3 | )% | (4.4 | )% | ||||||
Stock-based compensation | 0.1 | % | 0.2 | % | 0.6 | % | ||||||
Federal R&D credit | (0.8 | )% | — | % | (0.8 | )% | ||||||
Derivative liability | 13.9 | % | 1.3 | % | — | % | ||||||
Other | (0.6 | )% | 0.2 | % | (0.7 | )% | ||||||
Foreign losses | (1.4 | )% | (5.8 | )% | (5.4 | )% | ||||||
Change in valuation allowance | 23.1 | % | 38.8 | % | 45 | % | ||||||
Effective income tax rate | (0.4 | )% | 0.4 | % | 0.3 | % | ||||||
Schedule of Deferred Tax Assets and Liabilities | ' | |||||||||||
Temporary differences and carryforwards that gave rise to significant portions of deferred taxes are as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Net operating loss carryforwards | $ | 167,354 | $ | 145,324 | $ | 103,390 | ||||||
Fixed assets | 822 | — | — | |||||||||
Research and development credits | 11,654 | 7,259 | 5,937 | |||||||||
Foreign Tax Credit | 935 | 1,782 | 801 | |||||||||
Accruals and reserves | 17,893 | 15,997 | 12,150 | |||||||||
Stock-based compensation | 17,521 | 15,882 | 11,351 | |||||||||
Capitalized start-up costs | 15,133 | 16,070 | 22,974 | |||||||||
Capitalized research and development costs | 45,968 | 26,850 | — | |||||||||
Other | 6,741 | 7,649 | 2,904 | |||||||||
Total deferred tax assets | 284,021 | 236,813 | 159,507 | |||||||||
Fixed assets | — | (525 | ) | (2,742 | ) | |||||||
Total deferred tax liabilities | — | (525 | ) | (2,742 | ) | |||||||
Net deferred tax asset prior to valuation allowance | 284,021 | 236,288 | 156,765 | |||||||||
Less: Valuation allowance | (284,021 | ) | (236,288 | ) | (156,765 | ) | ||||||
Net deferred tax assets (liabilities) | $ | — | $ | — | $ | — | ||||||
Summary of Income Tax Contingencies | ' | |||||||||||
A reconciliation of the beginning and ending amounts of unrecognized tax benefits since the adoption of accounting guidance on uncertainty in income taxes is as follows: | ||||||||||||
Balance at December 31, 2011 | $ | 3,103 | ||||||||||
Increases in tax positions for prior period | 82 | |||||||||||
Increases in tax positions during current period | 733 | |||||||||||
Balance at December 31, 2012 | $ | 3,918 | ||||||||||
Increases in tax positions for prior period | 469 | |||||||||||
Increases in tax positions during current period | 1,693 | |||||||||||
Balance at December 31, 2013 | $ | 6,080 | ||||||||||
Reporting_Segments_Tables
Reporting Segments (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | ' | |||||||||||
Revenues by geography are based on the location of the customer. The following tables set forth revenue and long-lived assets by geographic area (in thousands): | ||||||||||||
Revenues | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
United States | $ | 21,235 | $ | 49,111 | $ | 141,098 | ||||||
Brazil | 4,071 | 3,786 | 141 | |||||||||
Europe | 10,340 | 16,461 | 5,695 | |||||||||
Asia | 5,473 | 4,336 | 57 | |||||||||
Total | $ | 41,119 | $ | 73,694 | $ | 146,991 | ||||||
Long-Lived Assets | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
United States | $ | 54,015 | $ | 70,273 | ||||||||
Brazil | 85,891 | 90,982 | ||||||||||
Europe | 685 | 1,866 | ||||||||||
Total | $ | 140,591 | $ | 163,121 | ||||||||
The_Company_Details
The Company (Details) (USD $) | 12 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Oct. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Minimum [Member] | Maximum [Member] | |||
Expected Capital Expenditures During Next Fiscal Year | $9,000,000 | ' | ' | ' | ' | ' | ' |
Retained Earnings (Accumulated Deficit) | -821,438,000 | -586,327,000 | ' | ' | ' | ' | ' |
Cash, Cash Equivalents, and Short-term Investments | 8,300,000 | ' | ' | ' | ' | ' | ' |
Long-term Debt | 152,062,000 | 104,164,000 | 28,600,000 | ' | 25,000,000 | ' | ' |
Debt, current portion | 6,391,000 | 3,325,000 | ' | ' | ' | ' | ' |
Bridge Loan | ' | ' | ' | 35,000,000 | ' | ' | ' |
Contingency Cash Plan Savings Estimate During Next Fiscal Year | ' | ' | ' | ' | ' | $25,000,000 | $35,000,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies Principles of Consolidations (Details) | 12 Months Ended |
Dec. 31, 2013 | |
consolidated_VIE | |
Accounting Policies [Abstract] | ' |
Variable Interest Entity Number of Entities (in VIEs) | 2 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies Concentration of Credit Risk (Details) (Customer Concentration Risk [Member]) | 12 Months Ended | |||||||||||||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | |
Customer A. [Member] | Customer A. [Member] | Customer B. [Member] | Customer B. [Member] | Customer C. [Member] | Customer C. [Member] | Customer C. [Member] | Customer D. [Member] | Customer E. [Member] | Customer E. [Member] | Customer F. [Member] | Customer F. [Member] | Customer G [Member] | Customer H. [Member] | |
Revenues [Member] | Revenues [Member] | Accounts Receivable [Member] | Revenues [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Revenues [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Revenues [Member] | Accounts Receivable [Member] | Revenues [Member] | Revenues [Member] | Revenues [Member] | |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | 13.00% | 11.00% | 27.00% | 15.00% | 14.00% | 44.00% | 10.00% | 22.00% | 14.00% | 20.00% | 27.00% | 12.00% | 14.00% | 13.00% |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies Cash and Cash Equivalents (Details) (Maximum [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
Maximum [Member] | ' |
Certificates of Deposit, Maturities | '90 days |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies Investments and Restricted Cash (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Minimum [Member] | Maximum [Member] | ||
days | ||||
Accounting Policies [Abstract] | ' | ' | ' | ' |
Restricted cash | $1,648 | $955 | ' | ' |
Schedule of Investments [Line Items] | ' | ' | ' | ' |
Investments Original Maturities | ' | ' | 90 | ' |
Investments Maturity Period | ' | ' | ' | '1 year |
Investment Maturity Period, Cash and Cash Equivalents | ' | ' | ' | '90 days |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies Asset Retirement Obligations (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Asset Retirement Obligations [Line Items] | ' | ' | ' |
Related amortization expense | $16,639,000 | $14,570,000 | $11,077,000 |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ' | ' | ' |
Beginning Balance | 0 | 1,129,000 | 984,000 |
Additions | ' | 0 | 166,000 |
Foreign currency impacts and other adjustments | ' | -98,000 | -133,000 |
Accretion expenses recorded during the period | ' | 91,000 | 112,000 |
Reversals | ' | -1,122,000 | ' |
Ending Balance | ' | 0 | 1,129,000 |
Asset Retirement Obligation [Member] | ' | ' | ' |
Asset Retirement Obligations [Line Items] | ' | ' | ' |
Related amortization expense | $0 | $200,000 | $200,000 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies Property, Plant, and Equipment net, Impairment and Goodwill (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Asset impairment charges | $7,700,000 | $6,400,000 | $0 |
Amortization of Intangible Assets | $0 | $400,000 | $400,000 |
Buildings [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '15 years | ' | ' |
Furniture and office equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' | ' |
Vehicles [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' | ' |
Minimum [Member] | Machinery and equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '7 years | ' | ' |
Minimum [Member] | Computer and software [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '3 years | ' | ' |
Minimum [Member] | Software [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '3 years | ' | ' |
Maximum [Member] | Machinery and equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '15 years | ' | ' |
Maximum [Member] | Computer and software [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' | ' |
Maximum [Member] | Software [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' | ' |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies In-Process Research and Development (Details) (Draths Corporation [Member], USD $) | Dec. 31, 2011 |
In Millions, unless otherwise specified | |
Draths Corporation [Member] | ' |
Business Acquisition [Line Items] | ' |
In-process research and development | $8.60 |
Recovered_Sheet1
Summary of Significant Accounting Policies Income Taxes (Details) (Maximum [Member]) | Dec. 31, 2013 |
Maximum [Member] | ' |
Income Tax Contingency [Line Items] | ' |
Uncertain Tax Position Not Recognized | 50.00% |
Recovered_Sheet2
Summary of Significant Accounting Policies Comprehensive Income (Loss) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounting Policies [Abstract] | ' | ' |
Foreign currency translation adjustment, net of tax | ($20,087) | ($12,807) |
Total accumulated other comprehensive loss | ($20,087) | ($12,807) |
Recovered_Sheet3
Summary of Significant Accounting Policies Net Loss Attributable to Common Stockholders and Net Loss per Share (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Numerator: | ' | ' | ' |
Net loss attributable to Amyris, Inc. common stockholders | ($235,111) | ($205,139) | ($178,870) |
Denominator: | ' | ' | ' |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted (in shares) | 75,472,770 | 56,717,869 | 44,799,056 |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | ($3.12) | ($3.62) | ($3.99) |
Recovered_Sheet4
Summary of Significant Accounting Policies Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 54,652,134 | 21,888,920 | 8,786,357 | |||
Period-end stock options to purchase common stock [Member] | ' | ' | ' | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,409,605 | 8,946,592 | 8,377,016 | |||
Convertible promissory notes [Member] | ' | ' | ' | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 42,905,005 | [1] | 10,370,391 | [1] | 0 | [1] |
Period-end common stock subject to repurchase [Member] | ' | ' | ' | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 51 | 7,929 | |||
Period-end common stock warrants [Member] | ' | ' | ' | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,021,087 | 21,087 | 26,223 | |||
Period-end restricted stock units [Member] | ' | ' | ' | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,316,437 | 2,550,799 | 375,189 | |||
[1] | The potentially dilutive effect of convertible promissory notes were computed based on conversion ratios in effect as of December 31, 2013. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price if certain condition fails to occur, which could potentially increase the dilutive shares outstanding. |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments, Hierarchy (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' | ' |
Financial Assets | ' | ' |
Money market funds | $398 | $15,847 |
Certificates of deposit | 1,428 | 757 |
Total financial assets | 1,826 | 16,604 |
Financial Liabilities | ' | ' |
Notes payable | ' | 0 |
Loans payable | 0 | 0 |
Credit facilities | 0 | 0 |
Convertible notes | 0 | 0 |
Compound embedded derivative liability | 0 | 0 |
Currency interest rate swap derivative liability | 0 | 0 |
Total financial liabilities | 0 | 0 |
Other Observable Inputs (Level 2) [Member] | ' | ' |
Financial Assets | ' | ' |
Money market funds | 0 | 0 |
Certificates of deposit | 0 | 0 |
Total financial assets | 0 | 0 |
Financial Liabilities | ' | ' |
Notes payable | ' | 1,676 |
Loans payable | 18,491 | 20,707 |
Credit facilities | 7,571 | 11,503 |
Convertible notes | 0 | 0 |
Compound embedded derivative liability | 0 | 0 |
Currency interest rate swap derivative liability | 3,600 | 1,367 |
Total financial liabilities | 29,662 | 35,253 |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Financial Assets | ' | ' |
Money market funds | 0 | 0 |
Certificates of deposit | 0 | 0 |
Total financial assets | 0 | 0 |
Financial Liabilities | ' | ' |
Notes payable | ' | 0 |
Loans payable | 0 | 0 |
Credit facilities | 0 | 0 |
Convertible notes | 131,952 | 62,522 |
Compound embedded derivative liability | 131,117 | 7,894 |
Currency interest rate swap derivative liability | 0 | 0 |
Total financial liabilities | 263,069 | 70,416 |
Balance as of December 31 [Member] | ' | ' |
Financial Assets | ' | ' |
Money market funds | 398 | 15,847 |
Certificates of deposit | 1,428 | 757 |
Total financial assets | 1,826 | 16,604 |
Financial Liabilities | ' | ' |
Notes payable | ' | 1,676 |
Loans payable | 18,491 | 20,707 |
Credit facilities | 7,571 | 11,503 |
Convertible notes | 131,952 | 62,522 |
Compound embedded derivative liability | 131,117 | 7,894 |
Currency interest rate swap derivative liability | 3,600 | 1,367 |
Total financial liabilities | $292,731 | $105,669 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements Fair Value Using Significant Unobservable Inputs (Level 3) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative Liability - Compound Embedded Derivatives [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Transfers in to Level 3 | $800 | ' |
Derivative Liability - Compound Embedded Derivatives [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Fair value, beginning of period | 7,894 | 0 |
Transfers in to Level 3 | 40,901 | 11,025 |
Total (income) loss from change in fair value of derivative liability | 82,322 | -3,131 |
Fair value, end of period | 131,117 | 7,894 |
Convertible Notes Payable [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Fair value, beginning of period | 62,522 | 0 |
Additions to convertible notes | 72,570 | 73,300 |
Change in fair value of convertible notes | -3,140 | -10,778 |
Fair value, end of period | $131,952 | $62,522 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments Fair Value of Financial Instruments, Banco Pine Textuals (Details) (Banco Pine July 2012 Loan Agreement [Member]) | Jul. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
In Millions, unless otherwise specified | BRL | Interest Rate Swap [Member] | Interest Rate Swap [Member] |
USD ($) | BRL | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Notional Amount of Interest Rate Derivatives | ' | $9.40 | 22 |
Debt Instrument, Face Amount | 22 | ' | ' |
Derivative, Fixed Interest Rate | ' | 3.94% | 3.94% |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments, Derivative Disclosures (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Derivative [Line Items] | ' | ' | ' |
Fair Value | ($3,600) | ($1,367) | ' |
Future [Member] | Not Designated as Hedging Instrument [Member] | Cost of products sold [Member] | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' |
Derivative contracts, gain (loss) | 0 | -288 | -2,365 |
Future [Member] | Not Designated as Hedging Instrument [Member] | Currency interest rate swap, included as net liability in other long term liability [Member] | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' |
Quantity of Short Contracts (in contracts) | 1 | 1 | ' |
Fair Value | 3,600 | 1,367 | ' |
Currency interest rate swap [Member] | Not Designated as Hedging Instrument [Member] | Other income (expense), net [Member] | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' |
Derivative contracts, gain (loss) | ($2,233) | ($1,367) | $0 |
Balance_Sheet_Components_Inven
Balance Sheet Components Inventory (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Balance Sheet Components [Abstract] | ' | ' |
Raw materials | $1,796 | $1,574 |
Work-in-process | 7,292 | 1,771 |
Finished goods | 1,800 | 2,689 |
Inventories, net | $10,888 | $6,034 |
Balance_Sheet_Components_Prepa
Balance Sheet Components Prepaid and Other Current Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Balance Sheet Components [Abstract] | ' | ' | |
Advances to contract manufacturers | $7 | $784 | [1] |
Manufacturing catalysts | 1,536 | 1,895 | |
Recoverable VAT and other taxes | 5,125 | 4,167 | |
Other | 2,850 | 2,079 | |
Prepaid expenses and other current assets | $9,518 | $8,925 | |
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjRmM2QyZjY1NDliNjQ3ZjJhYjAzOWMxOTU1NTAwNTgyfFRleHRTZWxlY3Rpb246NTJFMjcxQzkxRDlDNjAzNjhBMzIzODhBNUU1N0YyNzcM} |
Balance_Sheet_Components_Prope
Balance Sheet Components Property, Plant and Equipment, net (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Gross | $195,686,000 | $206,986,000 | ' |
Less: accumulated depreciation and amortization | -55,095,000 | -43,865,000 | ' |
Property, plant and equipment, net | 140,591,000 | 163,121,000 | ' |
Depreciation and amortization | 16,639,000 | 14,570,000 | 11,077,000 |
Interest Costs Capitalized | 500,000 | 600,000 | ' |
Capital Lease Obligations [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Less: accumulated depreciation and amortization | -1,500,000 | -4,100,000 | ' |
Leasehold improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Gross | 39,034,000 | 39,290,000 | ' |
Machinery and equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Gross | 96,585,000 | 105,162,000 | ' |
Computer and software [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Gross | 8,509,000 | 8,232,000 | ' |
Furniture and office equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Gross | 2,535,000 | 2,467,000 | ' |
Buildings [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Gross | 7,148,000 | 5,888,000 | ' |
Vehicles [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Gross | 488,000 | 575,000 | ' |
Construction in progress [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Gross | 41,387,000 | 45,372,000 | ' |
Machinery and Equipment and Furniture and Office Equipment Under Capital Lease [Member] | Capital Lease Obligations [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Gross | 3,400,000 | 9,100,000 | ' |
Property Plant and Equipment Including Capital Leases [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation and amortization | $16,600,000 | $14,200,000 | $10,700,000 |
Balance_Sheet_Components_Other
Balance Sheet Components Other Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Balance Sheet Components [Abstract] | ' | ' | |
Deposits on property and equipment, including taxes | $1,970 | $2,363 | |
Advances to contract manufacturers, net of current portion(1) | 0 | 2,222 | [1] |
Recoverable taxes from Brazilian government entities | 6,599 | 13,597 | |
Other | 2,016 | 1,930 | |
Total other assets | $10,585 | $20,112 | |
[1] | At December 31, 2012, the amount of $2.2 million relates to the non-current unamortized portion of equipment costs funded by the Company to a contract manufacturer. The related amortization was offset against purchases of inventory during 2013. |
Balance_Sheet_Components_Accru
Balance Sheet Components Accrued and Other Current Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Balance Sheet Components [Abstract] | ' | ' | ||
Professional services | $2,279 | $824 | ||
Accrued vacation | 2,274 | 2,673 | ||
Payroll and related expenses | 5,066 | 5,809 | ||
Tax-related liabilities | 825 | 851 | ||
Deferred rent, current portion | 1,111 | 1,448 | ||
Accrued interest(1) | 3,176 | [1] | 965 | [1] |
Contractual obligations to contract manufacturers | 4,241 | 9,952 | ||
Customer advances | 0 | 970 | ||
Other(1) | 2,249 | [1] | 918 | [1] |
Total accrued and other current liabilities | $21,221 | $24,410 | ||
[1] | Certain reclassifications of prior period amounts have been made to conform to the current period presentation. Such reclassifications did not materially change previously reported consolidated financial statements. |
Balance_Sheet_Components_Deriv
Balance Sheet Components Derivative Liability (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Balance Sheet Components [Abstract] | ' | ' | ||
Fair market value of swap obligations | $3,600 | $1,367 | ||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 131,117 | [1] | 7,894 | [1] |
Total derivative liability | $134,717 | $9,261 | ||
[1] | The compound embedded derivative liability represents the fair value of the equity conversion features or "make-whole provision" features included in the outstanding Total and Tranche I convertible promissory notes (see Note 3, "Fair value of financial instruments" and Note 5, "Debt"). |
Debt_Details
Debt (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ' | ' | |
Long-term Debt | $152,062,000 | $104,164,000 | |
Less: current portion | -6,391,000 | -3,325,000 | |
Long-term debt | 145,671,000 | 100,839,000 | |
Years ending December 31: [Abstract] | ' | ' | |
Related party convertible debt | -27,900,000 | ' | |
Credit Facility [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Long-term Debt | 8,767,000 | 12,409,000 | |
Years ending December 31: [Abstract] | ' | ' | |
2014 | 2,552,000 | ' | |
2015 | 2,420,000 | ' | |
2016 | 2,288,000 | ' | |
2017 | 2,155,000 | ' | |
2018 | 445,000 | ' | |
Thereafter | 107,000 | ' | |
Total future minimum payments | 9,967,000 | ' | |
Less: amount representing interest | -1,200,000 | ' | |
Present value of minimum debt payments | 8,767,000 | ' | |
Less: current portion | -2,058,000 | ' | |
Noncurrent portion of debt | 6,709,000 | ' | |
Notes Payable [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Long-term Debt | 0 | 1,572,000 | |
Years ending December 31: [Abstract] | ' | ' | |
2014 | 0 | ' | |
2015 | 0 | ' | |
2016 | 0 | ' | |
2017 | 0 | ' | |
2018 | 0 | ' | |
Thereafter | 0 | ' | |
Total future minimum payments | 0 | ' | |
Less: amount representing interest | 0 | ' | |
Present value of minimum debt payments | 0 | ' | |
Less: current portion | 0 | ' | |
Noncurrent portion of debt | 0 | ' | |
Convertible Debt [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Long-term Debt | 28,537,000 | 25,000,000 | |
Years ending December 31: [Abstract] | ' | ' | |
2014 | 760,000 | ' | |
2015 | 765,000 | ' | |
2016 | 760,000 | ' | |
2017 | 25,125,000 | ' | |
2018 | 12,331,000 | ' | |
Thereafter | 0 | ' | |
Total future minimum payments | 39,741,000 | ' | |
Less: amount representing interest | -11,204,000 | ' | |
Present value of minimum debt payments | 28,537,000 | ' | |
Less: current portion | 0 | ' | |
Noncurrent portion of debt | 28,537,000 | ' | |
Related Party Convertible Notes [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Long-term Debt | 89,499,000 | 39,033,000 | |
Years ending December 31: [Abstract] | ' | ' | |
2014 | 0 | ' | |
2015 | 0 | ' | |
2016 | 0 | ' | |
2017 | 73,687,000 | ' | |
2018 | 72,381,000 | ' | |
Thereafter | 0 | ' | |
Total future minimum payments | 146,068,000 | ' | |
Less: amount representing interest | -56,569,000 | [1] | ' |
Present value of minimum debt payments | 89,499,000 | ' | |
Less: current portion | 0 | ' | |
Noncurrent portion of debt | 89,499,000 | ' | |
Loans Payable [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Long-term Debt | 25,259,000 | 26,150,000 | |
Years ending December 31: [Abstract] | ' | ' | |
2014 | 5,753,000 | ' | |
2015 | 3,848,000 | ' | |
2016 | 3,700,000 | ' | |
2017 | 3,547,000 | ' | |
2018 | 3,396,000 | ' | |
Thereafter | 10,817,000 | ' | |
Total future minimum payments | 31,061,000 | ' | |
Less: amount representing interest | -5,802,000 | ' | |
Present value of minimum debt payments | 25,259,000 | ' | |
Less: current portion | -4,333,000 | ' | |
Noncurrent portion of debt | $20,926,000 | ' | |
[1] | Including debt discount of $27.9 million related to the embedded derivative associated with the related party convertible debt which will be accreted to interest expense under the effective interest method over the term of the convertible debt. |
Debt_FINEP_Credit_Facility_Det
Debt FINEP Credit Facility (Details) (FINEP Credit Facility [Member]) | 0 Months Ended | ||||||||
Nov. 30, 2010 | Nov. 30, 2010 | Dec. 31, 2013 | Nov. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Nov. 30, 2010 | |
Monthly_installment | Minimum [Member] | FINEP Project [Member] | FINEP Project [Member] | Chattel Mortgage [Member] | Chattel Mortgage [Member] | Chattel Mortgage [Member] | Chattel Mortgage [Member] | Chattel Mortgage [Member] | |
USD ($) | BRL | USD ($) | BRL | USD ($) | BRL | BRL | |||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | $2,700,000 | ' | ' | ' | 6,400,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 11.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Debt Default Fine Percentage | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Interest On Late Balance Percentage Per Month | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility Number of Monthly Payments (in monthly installment) | 81 | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | ' | 2,200,000 | 5,200,000 | 3,100,000 | 6,400,000 | ' |
Research and Development Project, Amount To Be Contributed From Company Funds | ' | ' | 6,200,000 | 14,500,000 | ' | ' | ' | ' | ' |
Research and Development Project Amount To Be Contributed From Company Prior To Release Of Second Tranche | ' | ' | ' | 11,100,000 | ' | ' | ' | ' | ' |
Guaranty Liabilities | ' | ' | ' | ' | $1,400,000 | ' | ' | ' | 3,300,000 |
Period Of Time Amounts Released Must Be Used | '30 months | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Revolving_Credit_Facility
Debt Revolving Credit Facility (Details) (Revolving Credit Facility [Member], USD $) | 31-May-12 | Apr. 30, 2012 | Dec. 23, 2010 |
Line of Credit Facility [Line Items] | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | $10,000,000 |
Line of Credit Facility, Reduced Maximum Borrowing Capacity | 2,300,000 | ' | ' |
Long-term Debt, Gross | ' | 7,700,000 | ' |
Current Ratio That Must Be Maintained At End Of Quarter | 1.3 | ' | 2 |
Deposit Assets | 15,000,000 | ' | ' |
Eurodollar Rate [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | 3.00% |
Bank Prime Rate [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | 0.50% |
Debt Instrument Basis Spread On Variable Default Rate | ' | ' | 2.00% |
Standby Letters of Credit [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | 5,000,000 |
Line of Credit Facility, Reduced Maximum Borrowing Capacity | $2,300,000 | ' | ' |
Debt_BNDES_Credit_Facility_Det
Debt BNDES Credit Facility (Details) (BNDES Credit Facility [Member], BNDES [Member]) | 1 Months Ended | 1 Months Ended | |||||
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | |
USD ($) | BRL | USD ($) | BRL | Maximum [Member] | Maximum [Member] | ||
Monthly_installment | BRL | ||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | $9,600,000 | ' | ' | ' | ' | 22,400,000 |
Line of Credit Facility, Initial Tranche | ' | ' | ' | ' | 19,100,000 | ' | ' |
Line of Credit Facility, Additional Tranche, Available Upon Delivery of Additional Guarantees | ' | ' | ' | ' | 3,300,000 | ' | ' |
Period Credit Line Is Available | ' | ' | ' | ' | ' | '12 months | ' |
Line of Credit Facility Number of Monthly Payments (in monthly installment) | ' | ' | ' | 60 | 60 | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | 7.00% | 7.00% | ' | ' |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.10% | ' | ' | ' | ' | ' | ' |
Collateral Provided By Company, Certain Equipment and Other Tangible Assets, Amount | ' | 10,600,000 | 24,900,000 | ' | ' | ' | ' |
Line of Credit Facility, Bank Guarantee, Percentage | 10.00% | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Second Tranche Floor | ' | ' | ' | ' | 19,100,000 | ' | ' |
Line of Credit Facility, Bank Guarantee, Percentage, Second Tranche | 90.00% | ' | ' | ' | ' | ' | ' |
Guarantor Obligations, Liquidation Proceeds, Percentage | 130.00% | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | $6,500,000 | 15,300,000 | $9,300,000 | 19,100,000 | ' | ' |
Debt_Notes_Payable_Details
Debt Notes Payable (Details) (Notes Payable, Other Payables-Lessor [Member], USD $) | Oct. 31, 2008 | Oct. 31, 2008 | Oct. 31, 2008 | Apr. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | Minimum [Member] | Maximum [Member] | Amendment of Lease Agreement - Emeryville [Member] | Amendment of Lease Agreement - Emeryville [Member] | |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | $3.30 | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 9.50% | ' | ' | ' | ' |
Repayment Period | ' | '55 months | '120 months | ' | ' |
Lease Incentive, Elimination of Debt, Amount | ' | ' | ' | $1.40 | $1.60 |
Debt_Convertible_Notes_Details
Debt Convertible Notes (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 02, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 29, 2012 | Dec. 31, 2013 | Oct. 31, 2013 | Dec. 31, 2012 | Jul. 30, 2012 | Oct. 31, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Oct. 31, 2013 | Aug. 31, 2013 |
Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | |||
Fidelity [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | First Tranche [Member] | First Tranche [Member] | ||||||||||||
August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | ||||||||||||||||
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Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | $25,000,000 | ' | ' | ' | $105,000,000 | ' | ' | ' | ' | $42,600,000 |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | $2.20 | ' | $7.07 | ' | $7.07 | ' | ' | ' | $7.07 | ' | ' | ' | $2.44 | ' |
Debt Instrument, Convertible, Common Stock, Shares | ' | ' | ' | ' | ' | ' | ' | 3,536,968 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Principal Amount of Notes, Required to Be Repaid In An Acquisition | ' | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Convenant, Outstanding Debt, Maximum | ' | ' | ' | ' | ' | ' | ' | 200,000,000 | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' |
Debt Instrument, Debt Convenant, Percentage of Consolidated Total Assets, Maximum | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' |
Debt Instrument, Debt Convenant, Outstanding Secured Debt, Maximum | ' | ' | ' | ' | ' | ' | ' | 125,000,000 | ' | ' | ' | 125,000,000 | ' | ' | ' | ' | ' |
Debt Instrument, Debt Convenant, Secured Debt, Percentage of Consolidated Total Assets, Maximum | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' |
Bridge Loan | ' | ' | ' | ' | 35,000,000 | ' | ' | ' | ' | 35,000,000 | ' | ' | ' | ' | 5,000,000 | ' | ' |
Debt Instrument, Amended Additional Investor Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,600,000 |
Future Cancellation Of Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,200,000 | 13,000,000 | ' | ' | 7,600,000 |
Debt Instrument, Convertible, Conversion Price, Event Date Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.15 | ' |
Plant Manufacturing Production, Volume | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' |
Plant Manufacturing Production, Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '45 days | ' |
Plant Manufacturing Production, Product Sales, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' |
Debt Instrument, Convertible, Conversion Price, Milestone Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.87 | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued for Six Months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued for Three Months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.50% | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued Thereafter | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' |
Debt Instrument, Convertible, Conversion Price, Interest Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 years | ' |
Long-term Debt | $152,062,000 | $104,164,000 | $28,600,000 | ' | ' | ' | $25,000,000 | ' | $89,499,000 | ' | $39,033,000 | ' | ' | ' | ' | ' | ' |
Debt_Related_Party_Convertible
Debt Related Party Convertible Notes (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | Jul. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 31, 2013 | Dec. 24, 2012 | Oct. 31, 2013 | Oct. 31, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Jul. 30, 2012 | Sep. 14, 2012 | Jul. 30, 2012 | Jul. 26, 2013 | Jun. 06, 2013 | Dec. 24, 2012 | Dec. 31, 2012 | Jul. 31, 2013 | Jun. 30, 2013 | Jul. 30, 2012 | Jul. 30, 2012 | Jul. 30, 2012 | Jul. 30, 2012 | Oct. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2013 | Dec. 02, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | Aug. 31, 2013 | Oct. 31, 2013 | Jul. 30, 2012 | Mar. 24, 2013 | Mar. 24, 2013 | Aug. 31, 2013 | Oct. 31, 2013 | Aug. 31, 2013 | |
Loans Payable [Member] | Loans Payable [Member] | Loans Payable [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Private Placement [Member] | Private Placement [Member] | Initial Installment [Member] | Initial Installment [Member] | Initial Installment [Member] | Initial Installment [Member] | Second Installment [Member] | Second Installment [Member] | First Tranche [Member] | First Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | First and Second Tranche [Member] | Select Whichever Greater At Consideration [Member] | May 15th 2013 [Member] | June 15th 2013 [Member] | Maximum [Member] | Maximum [Member] | Common Stock [Member] | ||||
Temasek Bridge Note [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | Unsecured Debt [Member] | Unsecured Senior Convertible Notes 1.5% Due 2017 [Member] | Unsecured Senior Convertible Notes 1.5% Due 2017 [Member] | July 2013 Convertible Notes [Member] | July 2013 Convertible Notes [Member] | July 2013 Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | |||||||||||||
Unsecured Senior Convertible Notes 1.5% Due 2017 [Member] | July 2014 Convertible Notes [Member] | January 2015 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | ||||||||||||||||||||||||||||||||
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Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | $600,000 | $600,000 | ' | $105,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $69,000,000 | $38,300,000 | $15,000,000 | ' | $20,000,000 | $10,000,000 | ' | $5,000,000 | $20,000,000 | $10,000,000 | $30,000,000 | ' | ' | ' | ' | $42,600,000 | ' | ' | $3,000,000 | ' | $30,400,000 | ' | ' | ' | ' | $73,000,000 | $51,800,000 | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | 3.24% | ' | ' | ' | ' | ' | ' | 5.50% | ' | ' | ' | 1.50% | 1.50% | ' | ' | 1.50% | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | 0 | 5,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future Proceeds from Convertible Debt | ' | ' | ' | ' | ' | ' | 21,700,000 | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | 10,850,000 | ' | 10,850,000 | ' | 35,000,000 | 6,000,000 | 25,000,000 | 6,000,000 | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | $7.07 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7.07 | ' | ' | ' | $3.08 | ' | $2.98 | ' | ' | ' | ' | ' | $3.08 | ' | $2.44 | ' | ' | ' | ' | $2.87 | ' | ' | $3.08 | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Common Stock, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,677,852 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaboration Agreement, Funding Obligation Advanced Installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | 10,000,000 | ' | ' | ' |
Private Placement Convertible Notes, Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '24 months | ' | ' |
Debt Instrument, Closing Price Plus Incremental Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Default Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Period Prior to Maturity to Eligible For Conversion | ' | ' | ' | ' | ' | ' | '10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of Lock-up Upon Conversion of Debt | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income (loss) from extinguishment of debt | -19,914,000 | -920,000 | 0 | ' | ' | ' | ' | -19,914,000 | -920,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt, Amount Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Early Repayment, Percentage of Principal | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Convenant, Outstanding Debt, Maximum | ' | ' | ' | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Convenant, Percentage of Consolidated Total Assets, Maximum | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Convenant, Outstanding Secured Debt, Maximum | ' | ' | ' | ' | ' | ' | 125,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Convenant, Secured Debt, Percentage of Consolidated Total Assets, Maximum | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bridge Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | ' | 35,000,000 | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Amended Additional Investor Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Amended Promissory Note, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Event Date Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Plant Manufacturing Production, Volume | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Plant Manufacturing Production, Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '45 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Plant Manufacturing Production, Product Sales, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Milestone Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.87 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued for Six Months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued for Three Months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.50% | ' | ' | ' | ' | 13.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued Thereafter | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | 16.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued for Defaults | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 years | ' | ' | ' | ' | '36 months | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Principal Amount of Notes, Required to Be Repaid In Change of Control | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' |
Future Cancellation Of Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,200,000 | 13,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,600,000 | ' | ' | ' | ' | 5,400,000 | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.01 |
Debt Instrument, Convertible Conversion, Minimum Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt | 152,062,000 | 104,164,000 | ' | 25,259,000 | 26,150,000 | ' | ' | 89,499,000 | 39,033,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | $27,900,000 | $9,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Loans_Payable_Details
Debt Loans Payable (Details) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Jun. 30, 2012 | Dec. 31, 2013 | Jul. 13, 2012 | Jul. 30, 2012 | Jul. 13, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2009 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 18, 2013 | Dec. 31, 2013 |
USD ($) | USD ($) | Banco Pine December 2011 Loan Agreement [Member] | Banco Pine December 2011 Loan Agreement [Member] | Banco Pine S.A Loan Agreement June 2012 [Member] | Banco Pine S.A Loan Agreement June 2012 [Member] | Pine and Nossa Caixa Loan Agreement [Member] | Pine and Nossa Caixa Loan Agreement [Member] | Banco Pine July 2012 Loan Agreement [Member] | Nossa Caixa Loan Agreement [Member] | Loans Payable [Member] | Loans Payable [Member] | Loans Payable [Member] | Loans Payable [Member] | Loans Payable [Member] | Loans Payable Lessor Emeryville Plant [Member] | Loans Payable Lessor Emeryville Plant [Member] | Loans Payable Lessor Emeryville Plant [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | ABC Brasil Agreement [Member] | ABC Brasil Agreement [Member] | |
Bridge Loan [Member] | Bridge Loan [Member] | Bridge Loan [Member] | Bridge Loan [Member] | USD ($) | BRL | BRL | BRL | USD ($) | USD ($) | Monthly_installment | Pine and Nossa Caixa Loan Agreement [Member] | Pine and Nossa Caixa Loan Agreement [Member] | USD ($) | USD ($) | Banco Pine July 2012 Loan Agreement [Member] | Banco Pine July 2012 Loan Agreement [Member] | USD ($) | |||||
USD ($) | BRL | USD ($) | BRL | USD ($) | USD ($) | USD ($) | BRL | |||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | $14,900,000 | 35,000,000 | $25,600,000 | 52,000,000 | $22,200,000 | 52,000,000 | 22,000,000 | 30,000,000 | $600,000 | $600,000 | ' | ' | ' | ' | ' | $300,000 | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Percentage of Brazilian Interbank Lending Rate | ' | ' | ' | 119.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | 12.30% | ' | 5.50% | ' | 5.50% | ' | ' | ' | ' | 3.24% | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' |
Repayment Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '96 months | ' | ' | ' | ' | ' | ' |
Long-term Debt | 152,062,000 | 104,164,000 | ' | ' | ' | ' | ' | ' | ' | ' | 25,259,000 | 26,150,000 | ' | 22,200,000 | 25,400,000 | ' | 200,000 | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Monthly Stated Percentage | ' | ' | ' | ' | ' | 0.45% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional Amount of Interest Rate Derivatives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,400,000 | 22,000,000 | ' | ' |
Derivative, Fixed Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.94% | 3.94% | ' | ' |
Collateral Provided By Company, Certain Equipment and Other Tangible Assets, Amount | ' | ' | ' | ' | ' | ' | 29,000,000 | 68,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Period of Interest Only Quarterly Payments | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Equal Monthly Installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loans Payable to Bank | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Export Financing Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,500,000 | ' |
Export Funding Agreement, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '1 year |
Debt_Letters_of_Credit_Details
Debt Letters of Credit (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jun. 30, 2012 |
Letter of Credit [Member] | Letter of Credit [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' |
Letters of Credit Outstanding, Amount | ' | ' | ' | $1,000,000 |
Restricted cash | $1,648,000 | $955,000 | $900,000 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Lease Obligation) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-08 | Dec. 31, 2010 | Oct. 31, 2010 | Apr. 30, 2013 | Dec. 31, 2012 | Apr. 30, 2013 | Mar. 31, 2011 | Aug. 31, 2011 | |
Machinery and equipment [Member] | Machinery and equipment [Member] | Building Operating Lease [Member] | Building Operating Lease [Member] | Building Operating Lease [Member] | Amendment of Lease Agreement - Emeryville [Member] | Amendment of Lease Agreement - Emeryville [Member] | Amendment of Lease Agreement - Emeryville [Member] | Paraiso Bioenergia Sa Agreement [Member] | Amyris Brasil S.A. Subsidiary [Member] | ||||
sqft | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Loans and Notes Payable [Member] | Land and Land Improvements Operating Leases [Member] | Building Operating Lease [Member] | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense | $4,800,000 | $4,900,000 | $4,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Leased Assets, Gross | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale Leaseback Transaction, Unrealized Loss | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Lease Obligations | ' | ' | ' | 1,200,000 | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental Borrowing Rate Capital Lease | ' | ' | ' | 6.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of Lease Term | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | '15 years | '5 years |
Incentive from Lessor | ' | ' | ' | ' | ' | 11,400,000 | ' | ' | ' | ' | ' | ' | ' |
Area of Real Estate Property | ' | ' | ' | ' | ' | ' | ' | 22,000 | ' | ' | ' | ' | ' |
Cash Received From Lessor Amended Lease Agreement Operating Lease | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' |
Lease Incentive, Elimination of Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | 1,400,000 | 1,600,000 | ' | ' | ' |
Monthly Rent Credit, Current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71,000 | ' | ' |
Monthly Rent Credit, Noncurrent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,000 | ' | ' |
Estimated Annual Rent Expense Operating Leases | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $116,000 | $367,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Capital Leases, Future Minimum Payments Due [Abstract] | ' | ' |
2014 | $1,006 | ' |
2015 | 289 | ' |
2016 | 0 | ' |
2017 | 0 | ' |
2018 | 0 | ' |
Thereafter | 0 | ' |
Total future minimum lease payments | 1,295 | ' |
Less: amount representing interest | -52 | ' |
Present value of minimum lease payments | 1,243 | ' |
Less: current portion | -956 | -1,366 |
Long-term portion | 287 | 1,244 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' | ' |
2014 | 6,404 | ' |
2015 | 6,622 | ' |
2016 | 6,600 | ' |
2017 | 6,580 | ' |
2018 | 6,667 | ' |
Thereafter | 32,259 | ' |
Total future minimum lease payments | 65,132 | ' |
Capital Leases And Operating Leases, Future Minimum Payments Due, Next Twelve Months | 7,410 | ' |
Capital Leases And Operating Leases, Future Minimum Payments Due, Due in Two Years | 6,911 | ' |
Capital Leases And Operating Leases, Future Minimum Payments Due, Due in Three Years | 6,600 | ' |
Capital Leases And Operating Leases, Future Minimum Payments Due, Due in Four Years | 6,580 | ' |
Capital Leases And Operating Leases, Future Minimum Payments Due, Due in Five Years | 6,667 | ' |
Capital Leases And Operating Leases, Future Minimum Payments Due, Due Thereafter | 32,259 | ' |
Capital Leases And Operating Leases, Future Minimum Payments Due | $66,427 | ' |
Commitments_and_Contingencies_3
Commitments and Contingencies Guarantor Arrangements/Purchase Obligations and Other Matters (Details) | Dec. 31, 2013 | Nov. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 15, 2011 | Dec. 31, 2013 | Nov. 15, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jul. 13, 2012 | Dec. 02, 2013 | Sep. 30, 2013 | Jul. 30, 2012 | Dec. 31, 2013 | Mar. 18, 2013 | Dec. 31, 2013 |
USD ($) | FINEP Credit Facility [Member] | FINEP Credit Facility [Member] | FINEP Credit Facility [Member] | Performance Guarantee [Member] | Performance Guarantee [Member] | Performance Guarantee [Member] | BNDES Credit Facility [Member] | BNDES Credit Facility [Member] | BNDES Credit Facility [Member] | Pine and Nossa Caixa Loan Agreement [Member] | Pine and Nossa Caixa Loan Agreement [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | ABC Brasil Agreement [Member] | ABC Brasil Agreement [Member] | |
Chattel Mortgage [Member] | Chattel Mortgage [Member] | Payment Guarantee [Member] | Payment Guarantee [Member] | BNDES [Member] | BNDES [Member] | BNDES [Member] | USD ($) | BRL | USD ($) | USD ($) | USD ($) | Unsecured Debt [Member] | USD ($) | |||||
USD ($) | BRL | USD ($) | BRL | USD ($) | BRL | USD ($) | USD ($) | |||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase Obligation | $9,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual Obligation | 8,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on Purchase Commitments | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and Development Asset Acquired Other than Through Business Combination, Fair Value Acquired | ' | ' | 2,600,000 | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collateral Provided By Company, Certain Equipment and Other Tangible Assets, Amount | ' | ' | ' | ' | ' | ' | ' | 10,600,000 | 24,900,000 | ' | 29,000,000 | 68,000,000 | ' | ' | ' | ' | ' | ' |
Export Financing Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' |
Export Funding Agreement, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '1 year |
Period Required For Restricted Cash | ' | ' | ' | ' | '3 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted Cash and Cash Equivalents | ' | ' | ' | ' | ' | 100,000 | 200,000 | 700,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible Promissory Note, Held by Third Party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,300,000 | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.20 | $7.07 | $7.07 | $7.07 | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $22,200,000 | 52,000,000 | ' | ' | $105,000,000 | $69,000,000 | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | 5.50% | ' | ' | ' | 1.50% | ' | ' |
Joint_Ventures_and_Noncontroll2
Joint Ventures and Noncontrolling Interest Narrative (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 26, 2013 | Mar. 26, 2013 | Jun. 30, 2011 | Mar. 26, 2013 | Dec. 31, 2013 | Mar. 26, 2013 | Apr. 14, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 26, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
USD ($) | EUR (€) | Joint Venture with Cosan [Member] | Joint Venture with Cosan [Member] | Joint Venture with Cosan [Member] | Joint Venture with Cosan [Member] | Joint Venture with Cosan [Member] | Novvi LLC [Member] | SMA Industria Quimica S.A. [Member] | Maximum [Member] | Maximum [Member] | Granting IP License to Novvi [Member] | Novvi LLC [Member] | Revenue from Research and Devolopment [Member] | |
USD ($) | Corporate Joint Venture [Member] | Corporate Joint Venture [Member] | Amyris Brasil S.A. Subsidiary [Member] | Amyris Brasil S.A. Subsidiary [Member] | Amyris Brasil S.A. Subsidiary [Member] | Corporate Joint Venture [Member] | SMA Industria Quimica S.A. [Member] | SMA Industria Quimica S.A. [Member] | Joint Venture with Cosan [Member] | USD ($) | Novvi LLC [Member] | |||
Y | BRL | BRL | member | Corporate Joint Venture [Member] | Corporate Joint Venture [Member] | USD ($) | USD ($) | |||||||
Y | USD ($) | BRL | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Term of Joint Venture | ' | ' | ' | '20 years | '20 years | ' | ' | ' | '20 years | ' | ' | ' | ' | ' |
Equity Method Investment Number of Members of Executive Committee | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' |
Equity Method Investment Number of Company Appointed Members of Executive Committee | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' |
Equity Method Investment Number of Members of Executive Committee that are Senior Executive | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' |
Equity Method Investment Number of Members of Board of Directors | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' |
Equity Method Investment Number of Members of Board of Directors Appointed by Each Venture | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' |
Due from Joint Ventures | ' | ' | ' | ' | ' | ' | ' | ' | ' | $26,400,000 | 61,800,000 | ' | ' | ' |
Equity Method Investment Period Company is required to Purchase Output of SMA | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | 50.00% | 50.00% | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' |
Initial Term of Shareholders' Agreement | ' | ' | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Obligation to Fund Agreement, Cash Portion | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Funding Obligation, in Kind | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' |
Equity Method Investment Ownership Percentage Required | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement to Sell Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' |
Agreement to Sell Equity Ownership | ' | ' | ' | ' | ' | 22,000 | 9,391 | ' | ' | ' | ' | ' | ' | ' |
Revenue from Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | 2,600,000 |
Capitalization, Long-term Debt and Equity | $100,000 | € 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Joint_Ventures_and_Noncontroll3
Joint Ventures and Noncontrolling Interest (Variable Interest Entity) (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2011 | Jan. 31, 2011 | Dec. 31, 2013 | |
consolidated_VIE | Variable Interest Entity, Primary Beneficiary [Member] | Variable Interest Entity, Primary Beneficiary [Member] | Glycotech Agreement [Member] | Glycotech Agreement [Member] | Glycotech Agreement [Member] | |
consolidated_VIE | Variable Interest Entity, Primary Beneficiary [Member] | Variable Interest Entity, Primary Beneficiary [Member] | ||||
Variable Interest Entity [Line Items] | ' | ' | ' | ' | ' | ' |
Variable Interest Entity, Consolidated, Carrying Amount, Assets | ' | $25,730,000 | $29,564,000 | ' | ' | ' |
Period of Initial Term of Collaboration Agreement | ' | ' | ' | '2 years | ' | ' |
Additional Year Periods of Collaboration Agreement | ' | ' | ' | '1 year | ' | ' |
Variable Interest Entity, Financial or other support | ' | ' | ' | ' | 100.00% | ' |
Variable Interest Entity Number of Entities (in VIEs) | 2 | 2 | ' | ' | ' | ' |
Variable Interest Entity, Consolidated, Carrying Amount, Other Assets | ' | 3,900,000 | ' | ' | ' | ' |
Variable Interest Entity, Consolidated, Carrying Amount, Current Assets | ' | 300,000 | ' | ' | ' | ' |
Variable Interest Entity, Consolidated, Carrying Amount, Accounts Payable And Accrued Liabilities | ' | 100,000 | ' | ' | ' | ' |
Variable Interest Entity, Consolidated, Carrying Amount, Loan Obligations | ' | ' | ' | ' | ' | 100,000 |
Assets | ' | 21,600,000 | ' | ' | ' | ' |
Liabilities | ' | $229,000 | $355,000 | ' | ' | ' |
Joint_Ventures_and_Noncontroll4
Joint Ventures and Noncontrolling Interest (Noncontrolling Interest) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ' | ' | ' |
Beginning Balance | ($877) | ' | ' |
Foreign currency translation adjustment | -7,191 | -6,626 | -8,761 |
Income (loss) attributable to noncontrolling interest | -204 | 894 | 641 |
Ending Balance | -584 | -877 | ' |
Noncontrolling Interest [Member] | ' | ' | ' |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ' | ' | ' |
Beginning Balance | -877 | -240 | ' |
Addition to noncontrolling interest | 0 | 0 | ' |
Foreign currency translation adjustment | 89 | 257 | 30 |
Income (loss) attributable to noncontrolling interest | 204 | -894 | ' |
Ending Balance | ($584) | ($877) | ($240) |
Significant_Agreements_Researc
Significant Agreements (Research and Development Activities - Total Collaboration Agreement) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||||||||||
Jul. 30, 2012 | Jun. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2010 | Jun. 30, 2010 | Jul. 30, 2012 | Jul. 30, 2012 | Jul. 30, 2012 | Jul. 30, 2012 | Jul. 30, 2012 | Jul. 13, 2012 | Jul. 13, 2012 | Jul. 13, 2012 | Jul. 13, 2012 | Jul. 30, 2012 | Nov. 30, 2011 | Jun. 30, 2010 | Dec. 02, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Jul. 30, 2012 | Oct. 31, 2013 | Dec. 24, 2012 | Jul. 30, 2012 | Mar. 24, 2013 | Mar. 24, 2013 | Oct. 31, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Dec. 31, 2013 | Jul. 30, 2012 | Jul. 26, 2013 | Jun. 06, 2013 | Aug. 31, 2013 | Oct. 31, 2013 | Dec. 24, 2012 | Dec. 24, 2012 | Oct. 31, 2013 | Oct. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2013 | Dec. 02, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Jun. 30, 2013 | Jul. 30, 2012 | |
Total Gas And Power USA Biotech Agreement [Member] | Total Gas And Power USA Biotech Agreement [Member] | Total Gas And Power USA Biotech Agreement [Member] | Standstill Agreements [Member] | Series D Preferred Stock [Member] | July 2012 Funding Period [Member] | September 20102 Funding Period [Member] | July 2013 Funding Period [Member] | July 2014 Funding Period [Member] | January 2015 Funding Period [Member] | Convertible Notes Payable [Member] | Fuels JV [Member] | Minimum [Member] | Maximum [Member] | November 2011 Amendment Collaborator Agreement [Member] | November 2011 Amendment Collaborator Agreement [Member] | November 2011 Amendment Collaborator Agreement [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Private Placement [Member] | Private Placement [Member] | First and Second Tranche [Member] | First Tranche [Member] | First Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | Initial Installment [Member] | Initial Installment [Member] | Initial Installment [Member] | ||
Y | Y | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Total Gas And Power USA Biotech Agreement [Member] | Total Gas And Power USA Biotech Agreement [Member] | Total Gas And Power USA Biotech Agreement [Member] | Select Whichever Greater At Consideration [Member] | May 15th 2013 [Member] | June 15th 2013 [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | Unsecured Debt [Member] | July 2013 Convertible Notes [Member] | July 2013 Convertible Notes [Member] | July 2013 Convertible Notes [Member] | Maximum [Member] | Maximum [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | ||||||||||||||||||
Common Stock [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
l | ||||||||||||||||||||||||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Amended Additional Investor Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Amended Promissory Note, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future Cancellation Of Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,200,000 | 13,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,600,000 | ' | ' | ' | ' | 5,400,000 | ' | ' | ' |
Research and Development Arrangement Funding From Collaborator to Offset Costs Incurred | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement to Fund, Percentage of All Remaining Research and Development Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period To Achieve Profits Equal To Funding Provided | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of Initial Term of Collaboration Agreement | ' | '12 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Year Periods of Collaboration Agreement | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, shares | ' | ' | ' | ' | ' | 7,101,548 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Preferred Stock and Preference Stock | ' | ' | ' | ' | ' | 133,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Price Per Share, New Issues | ' | ' | ' | ' | ' | $18.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Fair Value Per Share, New Issues | ' | ' | ' | ' | ' | $22.68 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Deferred Costs, Gross | ' | 27,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated Amortization of Other Deferred Costs | ' | ' | 27,900,000 | 27,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaborator Investor Percentage Ownership of Voting Securities | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaborator Negotiating Period | ' | '15 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaborator Negotiation Period In the Event of Unsolicited Offer to be Acquired | ' | '5 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaborator Additional Restricted Negotiation Period | ' | '10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaborator Agreement Period Not to Acquire Shares of Series D Preferred | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaborator Agreement Not to Acquire Percentage | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaborator Agreement Not to Acquire During Third Year Percentage | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaborator Agreement Option to Acquire Equal Amount of Shares Plus Additional | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bridge Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | ' | ' | 35,000,000 | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and Development Arrangement, Funding From Collaborator to Offset Costs Incurred, First Additional Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Convertible Debt | ' | ' | ' | ' | ' | ' | 15,000,000 | 15,000,000 | 30,000,000 | 10,850,000 | 10,850,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Funding Period, Period after Completion to Decide to Proceed with Program | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Percent of Principal to Remain Outstanding After Agreement Termination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Percent of Principal to be Canceled Upon Agreement Termination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment Partner Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period Subsequent to Conversion of Debt Company Required to Register Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Or Debt Offering Amount Paid Through Cancellation Of Previous Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period Prior To Conversion Of Debt Company Required To Register Eligible Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period Subsequent To Filing Registration Statement Required To Be Effective | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '70 days | '100 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingently repayable advance from related party collaborator | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 46,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research And Development Advances from Collaborator No Longer Contingently Repayable And Recorded As Contract To Perform Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and Development Service Contract | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research And Development Reduced Capitalized Deferred Charge Asset | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt, Amount Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Common Stock, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,677,852 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.20 | ' | $7.07 | $7.07 | ' | ' | $3.08 | ' | ' | ' | ' | ' | ' | $7.07 | ' | $3.08 | ' | ' | ' | ' | $2.98 | ' | $2.44 | ' | ' | ' | ' | $2.87 | ' | ' | ' | ' |
Collaboration Agreement, Funding Obligation Advanced Installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Closing Price Plus Incremental Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 69,000,000 | ' | 20,000,000 | 10,000,000 | 73,000,000 | 51,800,000 | ' | ' | ' | ' | 42,600,000 | ' | ' | 3,000,000 | ' | 30,400,000 | 20,000,000 | 10,000,000 | 30,000,000 |
Private Placement Convertible Notes, Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | 1.50% | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and Development Arrangement Funding From Collaborator to Offset Costs Incurred, Second Additional Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and Development Arrangement Funding From Collaborator to Offset Costs Incurred, Third Additional Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future Proceeds from Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,700,000 | ' | ' | ' | ' | ' | ' | 60,000,000 | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | 6,000,000 | 25,000,000 | 6,000,000 | ' | 25,000,000 | ' | ' | ' |
Debt Instrument, Early Repayment, Percentage of Principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Convenant, Outstanding Debt, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Convenant, Percentage of Consolidated Total Assets, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Convenant, Outstanding Secured Debt, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $125,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Convenant, Secured Debt, Percentage of Consolidated Total Assets, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Event Date Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Plant Manufacturing Production, Volume | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Plant Manufacturing Production, Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '45 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Plant Manufacturing Production, Product Sales, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Milestone Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.87 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued for Six Months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued for Three Months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.50% | ' | ' | ' | ' | 13.00% | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued Thereafter | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | 16.00% | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued for Defaults | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 years | ' | ' | ' | ' | '36 months | ' | ' | ' | ' |
Percentage of Principal Amount of Notes, Required to Be Repaid In Change of Control | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' |
Debt Instrument, Convertible Conversion, Minimum Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' |
Significant_Agreements_Researc1
Significant Agreements (Research and Development Activities - Other Agreements) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||
In Millions, unless otherwise specified | Apr. 23, 2013 | Dec. 31, 2013 | Mar. 13, 2013 | Nov. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Dec. 31, 2013 | Mar. 13, 2013 |
International Flavors & Fragrances Inc Agreement [Member] | International Flavors & Fragrances Inc Agreement [Member] | Firmenich SA Agreement [Member] | Firmenich SA Agreement [Member] | Firmenich SA Agreement [Member] | Firmenich SA Agreement [Member] | Firmenich SA Agreement [Member] | Michelin Agreement [Member] | Michelin Agreement [Member] | Before Firmenich Receives 15 Million Dollars More Than The Company in Agregate [Member] | |
payment | Firmenich SA Agreement [Member] | |||||||||
Firmenich [Member] | ||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaboration Agreement, Range of Funding, First Phase of Collaberation | $6 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaboration Agreement, Revenue from Joint Development | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' |
Potential Future Payments From Collaborators | ' | ' | ' | 6 | ' | ' | ' | ' | ' | ' |
Revenue Reognized, Including Portion Related to Milestone Method | ' | ' | ' | ' | 8.2 | 4.8 | 5.2 | ' | ' | ' |
Proceeds from Collaborators | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' |
Amount of Repayment For Failure to Achieve Milestones | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' |
Collaborator Agreement Notification Period from the Completion of Renewable Diesel Program | ' | ' | ' | ' | ' | ' | ' | '42 months | ' | ' |
Deferred Revenue | ' | 1.5 | ' | ' | ' | ' | ' | ' | 5 | ' |
Collaboration Agreement, Annual Funding | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' |
Collaboration Agreement, Initial Payment | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Milestone Method, Potential Revenue to be Recognized | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' |
Collaboration Agreement, Percentage Shares of Product Margins from Sales of Each Compound | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% |
Collaboration Agreement, Shares of Product Margins from Sales of Each Compound Threshold Amount Until New Percentage Share Distribution | ' | ' | 15 | ' | ' | ' | ' | ' | ' | ' |
Collaborator Agreement Performance Bonus | ' | ' | $2.50 | ' | ' | ' | ' | ' | ' | ' |
Collaborator Agreement Performance Bonus, Number of Payment | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' |
Significant_Agreements_Manufac
Significant Agreements (Manufacturing Agreements) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2012 | Sep. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Feb. 24, 2012 | Jul. 31, 2011 | Dec. 31, 2013 | |||
Tate & Lyle Termination Agreement [Member] | Albemarle Agreement [Member] | Albemarle Agreement [Member] | Albemarle Agreement [Member] | Albemarle Agreement [Member] | Albemarle Agreement [Member] | Albemarle Agreement [Member] | Payable 2014 [Member] | |||||||||
payment | payment | Albemarle Agreement [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
(Gain) Loss On Facility Modifications And Fixed Purchase Commitments | ' | ' | $31,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Facility Modification Costs Written Off | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Loss On Fixed Purchase Commitments | ' | ' | 21,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Loss on purchase commitments and write off of production assets | 7,800,000 | 1,400,000 | ' | 9,366,000 | 45,854,000 | 0 | 8,400,000 | ' | ' | ' | ' | ' | ' | ' | ||
Production Assets Written Off | ' | ' | 5,500,000 | ' | ' | ' | 6,700,000 | ' | ' | ' | ' | ' | ' | ' | ||
Deposits Assets, Current | 800,000 | ' | ' | 0 | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Deposits Assets, Noncurrent | 2,222,000 | [1] | ' | ' | 0 | 2,222,000 | [1] | ' | 2,700,000 | ' | ' | ' | ' | ' | ' | ' |
Loss Related to Adverse Purchase Commitments | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ||
Agreed Reimbursement to Collaborator for Capital Expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ||
Collaborator Agreement Performance Bonus | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ||
Collaborator Agreement Alternate Performance Bonus | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ||
Collaborator Agreement Performance Bonus, Number of Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ||
Payment for Collaborator Agreement Performance Bonus | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ||
Collaborator Agreement Performance Bonus, Second Required Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ||
Agreement With Collaborator, Obligation To Pay Fixed Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000 | ' | 7,500,000 | ' | 4,000,000 | ||
Termination Agreement, Number of Payments Due | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ||
Termination Agreement, Payment Amount | ' | ' | ' | ' | ' | ' | 8,800,000 | ' | ' | ' | ' | ' | ' | ' | ||
Termination Agreement, Outstanding Invoice Payment | ' | ' | ' | ' | ' | ' | 3,600,000 | ' | ' | ' | ' | ' | ' | ' | ||
Termination Agreement, Additional Owed Payment | ' | ' | ' | ' | ' | ' | $5,200,000 | ' | ' | ' | ' | ' | ' | ' | ||
[1] | At December 31, 2012, the amount of $2.2 million relates to the non-current unamortized portion of equipment costs funded by the Company to a contract manufacturer. The related amortization was offset against purchases of inventory during 2013. |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 12 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 06, 2011 | |
Acquired Licenses and Permits [Member] | Acquired Licenses and Permits [Member] | Acquired Licenses and Permits [Member] | In Process Research and Development [Member] | In Process Research and Development [Member] | Draths Corporation [Member] | Draths Corporation [Member] | ||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | ' | ' | ' | ' | ' | ' | $8,560,000 | $8,560,000 | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | ' | ' | ' | 772,000 | 772,000 | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Accumulated Amortization | -772,000 | -740,000 | ' | -772,000 | -740,000 | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net | 9,120,000 | 9,152,000 | ' | 0 | 32,000 | ' | ' | ' | ' | ' |
Goodwill | 560,000 | 560,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill and Intangible Assets, Gross | 9,892,000 | 9,892,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Intangible Assets | 0 | -400,000 | -400,000 | -32,170 | -400,000 | -400,000 | ' | ' | ' | ' |
Goodwill and Intangible Assets, Net | 9,120,000 | 9,152,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Purchase Price Allocation, In-Process Research and Development | ' | ' | ' | ' | ' | ' | ' | ' | 8,600,000 | ' |
Business Acquisition, Purchase Price Allocation, Goodwill and Other Intangible Assets, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | $600,000 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2010 | Sep. 30, 2010 | Mar. 27, 2013 | Jan. 11, 2013 | Dec. 24, 2012 | 31-May-12 | Feb. 29, 2012 | Dec. 24, 2012 | 31-May-12 | Feb. 29, 2012 | Dec. 24, 2012 | Dec. 24, 2012 | Jan. 23, 2013 | Jan. 23, 2013 | Mar. 31, 2013 | Mar. 26, 2013 | Dec. 24, 2012 | |
votes | Convertible Preferred Stock [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Convertible Notes Payable [Member] | Commitment Fulfilled [Member] | Equity Incentive Plan, 2010 [Member] | Employee Stock Purchase Plan, 2010 [Member] | Biolding Investment SA [Member] | Biolding Investment SA [Member] | Unsecured Senior Convertible Promissory Notes [Member] | ||||
series | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | ||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, shares | ' | ' | ' | ' | ' | ' | 5,033,557 | ' | ' | ' | 14,177,849 | 1,736,100 | 10,160,325 | ' | ' | ' | ' | 1,533,742 | ' | ' |
Stock Issued During Period, Price Per Share, New Issues | ' | ' | ' | ' | ' | ' | ' | $2.98 | $2.36 | ' | ' | ' | $5.78 | ' | ' | ' | ' | $3.26 | ' | ' |
Stock Issued During Period, Value, New Issues | $19,980,000 | $89,682,000 | ' | ' | ' | ' | ' | ' | $4,100,000 | $58,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement, First Payment Received | ' | ' | ' | ' | ' | ' | ' | 22,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 |
Extinguishment of Debt, Common Stock, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,677,852 | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | 19,980,000 | 84,682,000 | 0 | ' | ' | 5,000,000 | ' | 37,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' |
Proceeds from Issuance of Private Placement Remaining Balance to be Settled | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment to purchase company common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000,000 | ' | ' | ' | $15,000,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,435,483 | 687,096 | ' | ' | ' |
Common stock, shares authorized | 200,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Number of Votes Entitled to Holder of each share | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Series Of Stock Outstanding | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized, Percentage Increase of Common Stock, Shares, Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 1.00% | ' | ' | ' |
Common Stock, Shares, Outstanding | 76,662,812 | 68,709,660 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Common_Sto
Stockholders' Equity Common Stock Warrants (Details) (Common Stock [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Oct. 31, 2013 |
In Millions, except Share data, unless otherwise specified | Warrants In Connection With Capital Lease Arrangement [Member] | Warrants In Connection With Capital Lease Arrangement [Member] | Warrants In Connection With Issuance of Tranche I Convertible Promissory Notes [Member] | Warrants In Connection With Issuance of Tranche I Convertible Promissory Notes [Member] | |||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding | ' | ' | 21,087 | ' | ' | ' | 1,000,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | 10.67 | ' | 0.01 |
Warrants and Rights Outstanding | ' | ' | ' | ' | $0.20 | ' | $1.30 |
Contractual term (in years) | ' | ' | ' | '10 years | ' | '3 years 4 months 17 days | ' |
Risk-free interest rate | ' | ' | ' | 2.00% | ' | 0.77% | ' |
Expected volatility | ' | ' | ' | 86.00% | ' | 45.00% | ' |
Expected dividend yield | ' | ' | ' | 0.00% | ' | 0.00% | ' |
Class of Warrant or Right, Unexercised Warrants or Rights Outstanding | 1,021,087 | 21,087 | ' | ' | ' | ' | ' |
StockBased_Compensation_Plans_1
Stock-Based Compensation Plans - (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2011 | Sep. 28, 2010 | Jun. 30, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Period Available to Grant | 10 | ' | ' | ' |
Equity Incentive Plan, 2010 [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Common Stock Additional Capital Shares Reserved for Issuance | ' | 1,730,807 | ' | ' |
Shares Available For Issuance Percentage Of Total Outstanding Shares | ' | 5.00% | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | 30,000,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Period Available to Grant | 10 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 6,334,836 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Minimum Percent of Execrise Price to Fair Market Value On Grant Date | 100.00% | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Minimum Percent of Shareholder Triggering Higher Exercise Price | 10.00% | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Minimum Percent of Execrise Price to Fair Market Value On Grant Date Of Ten Percent Or Greater Shareholder Of Company | 110.00% | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 4,351,596 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | 7.04 | ' | ' | ' |
Equity Incentive Plan, 2010 [Member] | Maximum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | '5 years | ' | ' | ' |
Equity Incentive Plan, 2010 [Member] | Minimum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | '4 years | ' | ' | ' |
Stock Options And Stock Issuance Plans, 2005 [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Period Available to Grant | 10 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,014,769 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Minimum Percent of Execrise Price to Fair Market Value On Grant Date | 100.00% | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Minimum Percent of Shareholder Triggering Higher Exercise Price | 10.00% | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Minimum Percent of Execrise Price to Fair Market Value On Grant Date Of Ten Percent Or Greater Shareholder Of Company | 110.00% | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | '5 years | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | 8.59 | ' | ' | ' |
Employee Stock Purchase Plan, 2010 [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Common Stock Additional Capital Shares Reserved for Issuance | 687,096 | ' | ' | ' |
Shares Available For Issuance Percentage Of Total Outstanding Shares | ' | 1.00% | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | 10,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 401,757 | ' | 168,627 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 472,039 | ' | ' | ' |
Share based Compensation Arrangement by Share-based Payment Award Purchase Price Percentage | ' | ' | 85.00% | ' |
Common Stock, Capital Shares Reserved for Future Issuance | 1,584,895 | ' | ' | ' |
StockBased_Compensation_Plans_2
Stock-Based Compensation Plans - Stock Option Activity (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $600,000 | $2,700,000 | $28,700,000 |
Stock Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $0.10 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $30.17 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 8,946,592 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $9.07 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 2,989,919 | ' | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $2.82 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | -305,060 | ' | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $1.89 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | -3,221,846 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 8,409,605 | 8,946,592 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $7.39 | $9.07 | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $8.34 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | '7 years 4 months 24 days | '7 years 6 months | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 12,393,000 | 954,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 7,879,704 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $7.58 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | '7 years 3 months 18 days | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | 11,290,000 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 3,999,486 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $9.70 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | '5 years 10 months 24 days | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $3,822,000 | ' | ' |
Stock Options [Member] | $0.10—$2.75 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $0.10 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $2.75 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 848,011 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $2.54 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | '8 years 1 month 6 days | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 189,629 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $2.15 | ' | ' |
Stock Options [Member] | $2.76—$2.79 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $2.76 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $2.79 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 1,046,855 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $2.78 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | '8 years 1 month 6 days | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 166,250 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $2.76 | ' | ' |
Stock Options [Member] | $2.81—$2.89 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $2.81 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $2.89 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 960,500 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $2.87 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | '9 years 4 months 24 days | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 137 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $2.85 | ' | ' |
Stock Options [Member] | $2.94—$3.23 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $2.94 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $3.23 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 892,138 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $3.04 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | '9 years | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 255,031 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $3.07 | ' | ' |
Stock Options [Member] | $3.55—$3.83 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $3.55 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $3.83 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 45,655 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $3.57 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | '8 years 7 months 6 days | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 42,402 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $3.55 | ' | ' |
Stock Options [Member] | $3.86—$3.86 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $3.86 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $3.86 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 967,500 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $3.86 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | '8 years | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 426,760 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $3.86 | ' | ' |
Stock Options [Member] | $3.93—$4.06 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $3.93 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $4.04 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 895,456 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $3.94 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | '4 years 3 months 18 days | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 835,039 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $3.94 | ' | ' |
Stock Options [Member] | $4.31—$11.20 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $4.31 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $11.20 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 854,569 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $6.73 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | '5 years 9 months 18 days | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 733,001 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $6.39 | ' | ' |
Stock Options [Member] | $11.51—$18.22 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $11.51 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $18.22 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 842,905 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $16.08 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | '6 years 10 months 24 days | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 577,767 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $16.09 | ' | ' |
Stock Options [Member] | $19.61—$30.17 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $19.61 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $30.17 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 1,056,016 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $23.57 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | '6 years 9 months 18 days | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 773,470 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $23.38 | ' | ' |
StockBased_Compensation_Plans_3
Stock-Based Compensation Plans - Restricted Stock Units and Restricted Stock Activity (Details) (Restricted Stock Units (RSUs) [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 2,316,437 | 2,550,799 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $4.30 | $7.92 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Term | '10 months 17 days | '1 year 3 months 18 days |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,222,250 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $2.85 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | -889,619 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $5.08 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | -566,993 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period, Weighted Average Grant Date Fair Value | $3.57 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Expected to Vest | 2,121,306 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Expected to Vest, Weighted Average Grant Date Fair Value | $4.30 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested and Expected to Vest , Weighted Average Remaining Contractual Term | '9 months 22 days | ' |
StockBased_Compensation_Plans_4
Stock-Based Compensation Plans - Common Stock Subject to Repurchase and Stock-Based Compensation Expense (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Allocated Share-based Compensation Expense | $18,047 | $27,473 | $25,492 |
Research and Development Expense [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Allocated Share-based Compensation Expense | 4,281 | 6,451 | 6,345 |
Sales General and Administrative Expense [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Allocated Share-based Compensation Expense | $13,766 | $21,022 | $19,147 |
StockBased_Compensation_Plans_5
Stock-Based Compensation Plans - Employee Stock-Based Compensation (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 31, 2012 | Dec. 31, 2012 | |
Restricted Stock Units (RSUs) [Member] | Research and Development Expense [Member] | Research and Development Expense [Member] | Research and Development Expense [Member] | Sales General and Administrative Expense [Member] | Sales General and Administrative Expense [Member] | Sales General and Administrative Expense [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | ||||
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Employee Stock Purchase Plan, 2010 [Member] | Employee Stock Purchase Plan, 2010 [Member] | Employee Stock Purchase Plan, 2010 [Member] | Research and Development Expense [Member] | Research and Development Expense [Member] | Research and Development Expense [Member] | Sales General and Administrative Expense [Member] | Sales General and Administrative Expense [Member] | Sales General and Administrative Expense [Member] | Board of Directors and Their Affiliates [Member] | Board of Directors and Their Affiliates [Member] | ||||||||||||||
Employee Share Based Compensation [Member] | Employee Share Based Compensation [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,849,919 | 3,589,593 | 2,677,249 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.98 | $2.28 | $18.41 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15,000,000 | $51,200,000 | $54,700,000 | $3,600,000 | $7,800,000 | $6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 8 months 1 day | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 668,730 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercised in Period, Private Sale Per Share to Related Party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.70 | ' |
Proceeds and Excess Tax Benefit from Share-based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | ' | ' | ' | 1,222,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,222,250 | 2,956,900 | 352,301 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other Than Options, Grants in Period, Weighted Average Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.85 | $3.46 | $29.85 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Compensation Cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting of Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 458,424 | 825,523 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | $18,047,000 | $27,473,000 | $25,492,000 | ' | $4,281,000 | $6,451,000 | $6,345,000 | $13,766,000 | $21,022,000 | $19,147,000 | $17,731,000 | $27,329,000 | $24,594,000 | $13,100,000 | $20,200,000 | $19,200,000 | $4,100,000 | $6,300,000 | $3,600,000 | $600,000 | $800,000 | $1,900,000 | $4,278,000 | $6,442,000 | $6,306,000 | $13,453,000 | $20,887,000 | $18,288,000 | ' | ' |
Expected dividend yield | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.40% | 1.10% | 2.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected term (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years 1 month 6 days | '6 years | '5 years 9 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 82.00% | 77.00% | 86.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Plans_6
Stock-Based Compensation Plans - Nonemployee Stock-Based Compensation (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock Options [Member] | Non Employee Share Based Compensation [Member] | ' | ' | ' |
Share-based Goods and Nonemployee Services Transaction [Line Items] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 140,000 | 3,000 | 15,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $100,000 | $86,000 | $800,000 |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.30% | 1.40% | 2.10% |
Expected term (in years) | '4 years 9 months 18 days | '7 years | '7 years 9 months 18 days |
Expected volatility | 81.00% | 77.00% | 86.00% |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' |
Share-based Goods and Nonemployee Services Transaction [Line Items] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,222,250 | ' | ' |
Restricted Stock Units (RSUs) [Member] | Non Employee Share Based Compensation [Member] | ' | ' | ' |
Share-based Goods and Nonemployee Services Transaction [Line Items] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 10,000 | 32,855 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $100,000 | $58,000 | $100,000 |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) | Dec. 31, 2013 |
Compensation and Retirement Disclosure [Abstract] | ' |
401K Voluntary Contributions, Percentage of Eligible Compensation | 90.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 27, 2013 | Jan. 11, 2013 | Dec. 24, 2012 | 31-May-12 | Mar. 31, 2013 | Mar. 26, 2013 | Dec. 24, 2012 | 31-May-12 | Feb. 29, 2012 | 31-May-12 | Feb. 29, 2012 | Dec. 31, 2013 | Dec. 02, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 31, 2013 | Dec. 24, 2012 | Jul. 30, 2012 | Jul. 26, 2013 | Jun. 06, 2013 | Jul. 30, 2012 | Sep. 14, 2012 | Oct. 31, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Oct. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Oct. 31, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Jun. 30, 2013 | Oct. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2013 | Dec. 02, 2013 | Dec. 31, 2013 | Aug. 31, 2013 | Oct. 31, 2013 | Dec. 24, 2012 | Dec. 31, 2012 | Nov. 30, 2013 | Nov. 30, 2013 | |
Novvi LLC [Member] | Total Gas And Power USA Biotech Agreement [Member] | Common Stock [Member] | Common Stock [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Financings [Member] | Related Party Financings [Member] | Related Party Financings [Member] | Related Party Financings [Member] | Related Party Financings [Member] | Related Party Financings [Member] | Related Party Financings [Member] | Revenue from Research and Devolopment [Member] | Revenue from Research and Devolopment [Member] | First Tranche [Member] | First Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | Private Placement [Member] | Private Placement [Member] | Corporate Joint Venture [Member] | Corporate Joint Venture [Member] | ||||
Biolding Investment SA [Member] | Biolding Investment SA [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | July 2013 Convertible Notes [Member] | July 2013 Convertible Notes [Member] | July 2013 Convertible Notes [Member] | Unsecured Senior Convertible Notes 1.5% Due 2017 [Member] | Unsecured Senior Convertible Notes 1.5% Due 2017 [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | Temasek Bridge Note [Member] | Unsecured Debt [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | Temasek Bridge Note [Member] | Private Placement [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Unsecured Senior Convertible Promissory Notes [Member] | Cancellation of the Temasek Bridge Note [Member] | Novvi LLC [Member] | Total Gas And Power USA Biotech Agreement [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Common Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||||
Management [Member] | Management [Member] | Common Stock [Member] | July 2013 Convertible Notes [Member] | July 2013 Convertible Notes [Member] | Temasek Bridge Note [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | Unsecured Senior Convertible Notes 1.5% Due 2017 [Member] | Joint Venture with JVCO [Member] | Joint Venture with JVCO [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | 6,567,299 | 21,040,717 | ' | 5,033,557 | ' | ' | 1,533,742 | ' | 14,177,849 | 1,736,100 | 10,160,325 | 1,736,100 | 10,160,325 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Price Per Share, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.98 | $2.36 | $3.26 | ' | ' | ' | $5.78 | $2.36 | $5.78 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of common stock in private placements, net of issuance costs | $19,980,000 | $84,682,000 | $0 | ' | ' | ' | ' | $5,000,000 | ' | $37,200,000 | ' | $5,000,000 | ' | ' | ' | ' | $4,100,000 | $58,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Benefical Owner, Ownership Percentage of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment to purchase company common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | 1.50% | 1.50% | ' | ' | ' | ' | 5.50% | 1.50% | ' | ' | 5.50% | ' | 1.50% | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105,000,000 | ' | ' | ' | ' | ' | ' | 20,000,000 | 10,000,000 | 38,300,000 | 15,000,000 | ' | ' | ' | ' | 69,000,000 | ' | 73,000,000 | ' | ' | 20,000,000 | 10,000,000 | ' | ' | ' | ' | 42,600,000 | ' | ' | 3,000,000 | 30,400,000 | ' | ' | 5,000,000 | ' | ' |
Convertible Debt, Amount Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | 0 | 5,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Common Stock, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,677,852 | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.20 | ' | $7.07 | ' | $7.07 | ' | ' | ' | ' | ' | ' | $3.08 | ' | ' | ' | ' | ' | ' | ' | $7.07 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.44 | ' | ' | ' | ' | ' | $2.87 | $2.98 | ' | ' | ' |
Bridge Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | ' | ' | ' | ' | ' | ' | 35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 35,000,000 | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future Cancellation Of Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,200,000 | 13,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | ' | ' | ' | 7,600,000 | ' | ' | ' | 5,400,000 | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Default Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Amended Promissory Note, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains (Losses) on Extinguishment of Debt | -19,914,000 | -920,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -19,914,000 | -920,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future Proceeds from Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,700,000 | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | 60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | 6,000,000 | 25,000,000 | 6,000,000 | 25,000,000 | ' | ' | ' | ' | ' |
Revenue from Related Parties | ' | ' | ' | 1,100,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | 9,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable, Related Parties, Current | ' | ' | ' | 300,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt | 152,062,000 | 104,164,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,600,000 | ' | ' | ' | 25,000,000 | ' | 89,499,000 | 39,033,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $27,900,000 | $9,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 100.00% |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Income Tax Expense (Benefit), Continuing Operations | ($847) | $981 | $552 |
Current Foreign Tax Expense (Benefit) | -847 | 981 | 727 |
Deferred Income Tax Expense (Benefit) | $0 | $0 | ($175) |
Income_Taxes_Components_of_Inc
Income Taxes - Components of Income Loss (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
United States | ($216,583) | ($146,028) | ($140,153) |
Foreign | -19,171 | -59,024 | -38,806 |
Loss before income taxes | ($235,754) | ($205,052) | ($178,959) |
Income_Taxes_Components_of_Ben
Income Taxes - Components of Benefit (Provision) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ' | ' | ' |
Unrecognized Tax Benefits | $6,080 | $3,918 | $3,103 |
Current: | ' | ' | ' |
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | -847 | 981 | 727 |
Total current provision (benefit) | -847 | 981 | 727 |
Deferred: | ' | ' | ' |
Federal | 0 | ' | -150 |
State | 0 | 0 | -25 |
Foreign | 0 | 0 | 0 |
Total deferred provision (benefit) | 0 | 0 | -175 |
Total provision for income taxes | ($847) | $981 | $552 |
Income_Taxes_Effective_Tax_Rat
Income Taxes - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Statutory tax rate | -34.00% | -34.00% | -34.00% |
State tax rate, net of federal benefit | -0.70% | -0.30% | -4.40% |
Stock-based compensation | 0.10% | 0.20% | 0.60% |
Federal R&D credit | -0.80% | 0.00% | -0.80% |
Derivative liability | 0.139 | 0.013 | 0 |
Other | -0.60% | 0.20% | -0.70% |
Foreign losses | -1.40% | -5.80% | -5.40% |
Change in valuation allowance | 23.10% | 38.80% | 45.00% |
Effective income tax rate | -0.40% | 0.40% | 0.30% |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets and Liabilities (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Deferred Tax Assets and Liabilities [Line Items] | ' | ' | ' |
Net operating loss carry forwards | $167,354,000 | $145,324,000 | $103,390,000 |
Fixed assets | 822,000 | 0 | 0 |
Research and development credits | 11,654,000 | 7,259,000 | 5,937,000 |
Foreign Tax Credit | 935,000 | 1,782,000 | 801,000 |
Accruals and reserves | 17,893,000 | 15,997,000 | 12,150,000 |
Stock-based compensation | 17,521,000 | 15,882,000 | 11,351,000 |
Capitalized start-up costs | 15,133,000 | 16,070,000 | 22,974,000 |
Capitalized research and development costs | 45,968,000 | 26,850,000 | 0 |
Other | 6,741,000 | 7,649,000 | 2,904,000 |
Total deferred tax assets | 284,021,000 | 236,813,000 | 159,507,000 |
Fixed assets | 0 | -525,000 | -2,742,000 |
Total deferred tax liabilities | 0 | -525,000 | -2,742,000 |
Net deferred tax asset prior to valuation allowance | 284,021,000 | 236,288,000 | 156,765,000 |
Less: Valuation allowance | -284,021,000 | -236,288,000 | -156,765,000 |
Net deferred tax assets (liabilities) | 0 | 0 | 0 |
Valuation Allowance, Deferred Tax Asset, Change in Amount | 47,700,000 | 79,500,000 | 80,700,000 |
Federal R&D tax credit | 6,700,000 | ' | ' |
Internal Revenue Service (IRS) [Member] | ' | ' | ' |
Deferred Tax Assets and Liabilities [Line Items] | ' | ' | ' |
Net operating loss carry forwards | 440,400,000 | ' | ' |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost, Not Recognized | 25,800,000 | ' | ' |
State and Local Jurisdiction [Member] | ' | ' | ' |
Deferred Tax Assets and Liabilities [Line Items] | ' | ' | ' |
Net operating loss carry forwards | 198,300,000 | ' | ' |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost, Not Recognized | 12,800,000 | ' | ' |
California [Member] | ' | ' | ' |
Deferred Tax Assets and Liabilities [Line Items] | ' | ' | ' |
Research and development credits | $7,500,000 | ' | ' |
Income_Taxes_Uncertain_Tax_Ben
Income Taxes - Uncertain Tax Benefits (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $0 | ' |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ' | ' |
Beginning balance | 3,918,000 | 3,103,000 |
Increases in tax positions for prior period | 469,000 | 82,000 |
Increases in tax position during current period | 1,693,000 | 733,000 |
Ending balance | $6,080,000 | $3,918,000 |
Reporting_Segments_Details
Reporting Segments (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
businessactivities | |||
segmentmanagers | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Segment Reporting, Number of Business Activities | 1 | ' | ' |
Segment Reporting, Number of Segment Managers Held Accountable | 0 | ' | ' |
Revenues | $41,119 | $73,694 | $146,991 |
Long-Lived Assets | 140,591 | 163,121 | ' |
United States [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Revenues | 21,235 | 49,111 | 141,098 |
Long-Lived Assets | 54,015 | 70,273 | ' |
Brazil [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Revenues | 4,071 | 3,786 | 141 |
Long-Lived Assets | 85,891 | 90,982 | ' |
Europe [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Revenues | 10,340 | 16,461 | 5,695 |
Long-Lived Assets | 685 | 1,866 | ' |
Asia [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Revenues | $5,473 | $4,336 | $57 |
Subsequent_Events_Details
Subsequent Events (Details) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 30, 2012 | Dec. 31, 2013 | Aug. 31, 2013 | Oct. 31, 2013 | Aug. 31, 2013 | Dec. 02, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | Aug. 31, 2013 | Oct. 31, 2013 | Dec. 31, 2013 | 29-May-14 | 29-May-14 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 18, 2013 | Mar. 31, 2014 | Mar. 28, 2014 | Mar. 27, 2013 | Dec. 24, 2012 | 31-May-12 | Mar. 31, 2014 | Feb. 29, 2012 | |
USD ($) | USD ($) | USD ($) | Related Party Convertible Notes [Member] | Second Tranche [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | Unsecured Debt [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Common Stock [Member] | ABC Brasil Agreement [Member] | ABC Brasil Agreement [Member] | ABC Brasil Agreement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | |
USD ($) | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | First Tranche [Member] | First Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | First and Second Tranche [Member] | Related Party Convertible Notes [Member] | Hercules Loan Facility [Member] | Prime Rate [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | August 2013 Convertible Notes [Member] | Unsecured Debt [Member] | Subsequent Event [Member] | USD ($) | Subsequent Event [Member] | Subsequent Event [Member] | USD ($) | USD ($) | USD ($) | Subsequent Event [Member] | Common Stock [Member] | ||||
USD ($) | USD ($) | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | USD ($) | USD ($) | Hercules Loan Facility [Member] | First Tranche [Member] | Second Tranche [Member] | First and Second Tranche [Member] | Related Party Convertible Notes [Member] | Kuraray Securities Purchase Agreement [Member] | Export Financing with ABC [Member] | Export Financing with ABC [Member] | Kuraray Securities Purchase Agreement [Member] | USD ($) | |||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | USD ($) | USD ($) | BRL | USD ($) | USD ($) | ||||||||||||||||
USD ($) | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | $105,000,000 | ' | ' | ' | $42,600,000 | ' | $3,000,000 | ' | $30,400,000 | ' | $69,000,000 | ' | ' | $34,000,000 | $3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future Proceeds from Convertible Debt | ' | ' | ' | 21,700,000 | 6,000,000 | 60,000,000 | ' | 35,000,000 | 25,000,000 | 6,000,000 | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | $7.07 | ' | ' | $2.44 | ' | ' | ' | $2.87 | ' | ' | $7.07 | ' | ' | ' | $2.87 | ' | $4.11 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued for Three Months | ' | ' | ' | ' | ' | ' | 6.50% | ' | ' | ' | 13.00% | ' | ' | ' | ' | ' | ' | 13.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued Thereafter | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | 16.00% | ' | ' | ' | ' | ' | ' | 16.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Interest Accrued for Defaults | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Principal Amount of Notes, Required to Be Repaid In Change of Control | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Export Financing Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | 5,000,000 | 2,200,000 | ' | ' | ' | ' | ' |
Stock Issued During Period, Price Per Share, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.98 | $2.36 | $2.88 | $5.78 |
Proceeds from issuance of common stock in private placements, net of issuance costs | 19,980,000 | 84,682,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | 5,000,000 | 37,200,000 | ' | ' | ' |
Loans Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | 9.50% | 6.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Financing Transaction, Additional Cash Proceeds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Fee Amount, Outstanding Loans Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Fee Amount, Outstanding Loans Percentage After the First 12 Months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Facility Fee Amount, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, End of Term Fee Amount, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forbearance Fee Due | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule_II_Valuation_and_Qual1
Schedule II Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Valuation Allowance of Deferred Tax Assets [Member] | ' | ' | ' |
Income Tax Valuation Allowance: | ' | ' | ' |
Balance at Beginning Period | $236,288 | $156,765 | $76,071 |
Additions | 47,733 | 79,523 | 80,694 |
Write-off/Adjustments | 0 | 0 | 0 |
Balance at End of Period | 284,021 | 236,288 | 156,765 |
Allowance for Doubtful Accounts [Member] | ' | ' | ' |
Income Tax Valuation Allowance: | ' | ' | ' |
Balance at Beginning Period | 481 | 245 | 0 |
Additions | ' | 236 | 245 |
Write-off/Adjustments | -2 | 0 | 0 |
Balance at End of Period | $479 | $481 | $245 |