Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jan. 31, 2015 | Jun. 30, 2014 |
Document Information [Line Items] | |||
Entity Registrant Name | AMYRIS, INC. | ||
Entity Central Index Key | 1365916 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 79,221,937 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $129.30 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $42,047 | $6,868 |
Short-term investments | 1,375 | 1,428 |
Accounts receivable, net of allowance of $479 and $479, respectively | 8,687 | 7,734 |
Related party accounts receivable | 455 | 484 |
Inventories, net | 14,506 | 10,888 |
Prepaid expenses and other current assets | 6,534 | 9,518 |
Total current assets | 73,604 | 36,920 |
Property, plant and equipment, net | 118,980 | 140,591 |
Restricted cash | 1,619 | 1,648 |
Equity and loans in affiliate | 2,260 | 68 |
Other assets | 13,635 | 10,517 |
Goodwill and intangible assets | 6,085 | 9,120 |
Total assets | 216,183 | 198,864 |
Current liabilities: | ||
Accounts payable | 3,489 | 6,512 |
Deferred revenue | 5,303 | 2,222 |
Accrued and other current liabilities | 13,565 | 21,221 |
Capital lease obligation, current portion | 541 | 956 |
Debt, current portion | 17,100 | 6,391 |
Total current liabilities | 39,998 | 37,302 |
Capital lease obligation, net of current portion | 275 | 287 |
Long-term debt, net of current portion | 100,122 | 56,172 |
Related party debt | 115,239 | 89,499 |
Deferred rent, net of current portion | 10,250 | 10,191 |
Deferred revenue, net of current portion | 6,539 | 5,000 |
Derivative liabilities | 59,736 | 134,717 |
Other liabilities | 9,087 | 1,544 |
Total liabilities | 341,246 | 334,712 |
Commitments and contingencies (Note 6) | ||
Stockholders’ deficit: | ||
Preferred stock - $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock - $0.0001 par value, 300,000,000 and 200,000,000 shares authorized as of December 31, 2014 and 2013; 79,221,883 and 76,662,812 shares issued and outstanding as of December 31, 2014 and 2013, respectively | 8 | 8 |
Additional paid-in capital | 724,669 | 706,253 |
Accumulated other comprehensive loss | -29,977 | -20,087 |
Accumulated deficit | -819,152 | -821,438 |
Total Amyris, Inc. stockholders’ deficit | -124,452 | -135,264 |
Noncontrolling interest | -611 | -584 |
Total stockholders' deficit | -125,063 | -135,848 |
Total liabilities and stockholders' deficit | $216,183 | $198,864 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for Doubtful Accounts | $479 | $479 |
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 | 300,000,000 | 200,000,000 |
Common stock, shares issued | 79,221,883 | 76,662,812 |
Common Stock, Shares, Outstanding | 79,221,883 | 76,662,812 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues | |||
Renewable product sales | $22,793 | $14,428 | $10,802 |
Related party renewable product sales | 646 | 1,380 | 0 |
Ethanol and ethanol-blended gasoline | 0 | 0 | 38,836 |
Total product sales | 23,439 | 15,808 | 49,638 |
Grants and collaborations revenue | 19,835 | 22,664 | 14,281 |
Related party grants and collaborations revenue | 0 | 2,647 | 9,775 |
Total grants and collaborations revenue | 19,835 | 25,311 | 24,056 |
Total revenues | 43,274 | 41,119 | 73,694 |
Cost and operating expenses | |||
Cost of products sold | 33,202 | 38,253 | 77,314 |
Loss on purchase commitments and write-off of property, plant and equipment | 1,769 | 9,366 | 45,854 |
Impairment of intangible assets | 3,035 | 0 | 0 |
Research and development | 49,661 | 56,065 | 73,630 |
Sales, general and administrative | 55,435 | 57,051 | 78,718 |
Total cost and operating expenses | 143,102 | 160,735 | 275,516 |
Loss from operations | -99,828 | -119,616 | -201,822 |
Other income (expense): | |||
Interest income | 387 | 162 | 1,472 |
Interest expense | -28,949 | -9,107 | -4,926 |
Gain (loss) from change in fair value of derivative instruments | 144,138 | -84,726 | 1,790 |
Loss from extinguishment of debt | -10,512 | -19,914 | -920 |
Other income (expense), net | 336 | -2,553 | -646 |
Total other income (expense) | 105,400 | -116,138 | -3,230 |
Income (loss) before income taxes and loss from investment in affiliate | 5,572 | -235,754 | -205,052 |
Benefit (provision) for income taxes | -495 | 847 | -981 |
Net income (loss) before loss from investment in affiliate | 5,077 | -234,907 | -206,033 |
Loss from investment in affiliate | 2,910 | 0 | 0 |
Net income (loss) | 2,167 | -234,907 | -206,033 |
Net (income) loss attributable to noncontrolling interest | 119 | -204 | 894 |
Net income (loss) attributable to Amyris, Inc. common stockholders | $2,286 | ($235,111) | ($205,139) |
Earnings Per Share, Basic | $0.03 | ($3.12) | ($3.62) |
Earnings Per Share, Diluted | ($0.90) | ($3.12) | ($3.62) |
Weighted Average Number of Shares Outstanding, Basic | 78,400,098 | 75,472,770 | 56,717,869 |
Weighted Average Number of Shares Outstanding, Diluted | 121,859,441 | 75,472,770 | 56,717,869 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Comprehensive loss: | |||
Net income (loss) | $2,167 | ($234,907) | ($206,033) |
Foreign currency translation adjustment, net of tax | -9,798 | -7,191 | -6,626 |
Total comprehensive loss | -7,631 | -242,098 | -212,659 |
Income (loss) attributable to noncontrolling interest | 119 | -204 | 894 |
Foreign currency translation adjustment attributable to noncontrolling interest | -92 | -89 | -257 |
Comprehensive loss attributable to Amyris, Inc. | ($7,604) | ($242,391) | ($212,022) |
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, 2011 | $160,812 | $5 | $548,159 | ($381,188) | ($5,924) | ($240) |
Beginning 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 | 0 | 1,509 | |||
Issuance of common stock upon exercise of stock options, net of restricted stock, shares | 1,441,676 | |||||
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 | 0 | |||||
Repurchase of common stock, shares | -53 | |||||
Stock-based compensation | 27,473 | |||||
Change in unrealized loss on investments | 0 | |||||
Foreign currency translation adjustment, net of tax | -6,626 | -6,883 | 257 | |||
Net income | -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 | |||||
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 | |||||
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 | ||||
Stock Warrants issued in connection with the issuance of convertible preferred stock | 1,330,000 | |||||
Shares issued from restricted stock unit settlement, shares | 608,754 | |||||
Stock-based compensation | 18,047 | 18,047 | ||||
Foreign currency translation adjustment, net of tax | -7,191 | -7,280 | 89 | |||
Net income | -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 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options, net of restricted stock | 2,133 | 2,133 | ||||
Issuance of common stock upon exercise of stock options, net of restricted stock, shares | 779,490 | |||||
Stock issued during period | 4,000 | 0 | 4,000 | |||
Stock issued during period, shares | 943,396 | 943,396 | ||||
Shares issued from restricted stock unit settlement | -1,822 | -1,822 | ||||
Shares issued from restricted stock unit settlement, shares | 836,185 | |||||
Stock-based compensation | 14,105 | 14,105 | ||||
Foreign currency translation adjustment, net of tax | -9,798 | -9,890 | 92 | |||
Net income | 2,167 | 2,286 | -119 | |||
Ending Balance at Dec. 31, 2014 | ($125,063) | $8 | $724,669 | ($819,152) | ($29,977) | ($611) |
Ending Balance, shares at Dec. 31, 2014 | 79,221,883 | 79,221,883 |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Deficit) (Parentheticals) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Stockholders' Equity [Abstract] | ||
Stock issuance costs | $0 | $21 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities | |||
Net income (loss) | $2,167 | ($234,907) | ($206,033) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation and amortization | 14,969 | 16,639 | 14,570 |
Loss on disposal of property, plant and equipment | 263 | 176 | 370 |
Impairment of intangible assets | 3,035 | 0 | 0 |
Stock-based compensation | 14,105 | 18,047 | 27,473 |
Amortization of debt discount | 9,981 | 3,683 | 838 |
Loss from extinguishment of debt | 10,512 | 19,914 | 920 |
Provision for doubtful accounts | 0 | 0 | 236 |
Loss on purchase commitments and write-off of property, plant and equipment | 1,769 | 9,366 | 45,854 |
Change in fair value of derivative instruments | -144,138 | 84,726 | -1,764 |
Loss from investment in affiliate | 2,910 | 0 | 0 |
Other non-cash expenses | -113 | 211 | 159 |
Changes in assets and liabilities: | |||
Accounts receivable | -1,217 | -4,365 | 2,837 |
Related party accounts receivable | -4 | -484 | 0 |
Inventories, net | -4,481 | -5,612 | 2,919 |
Prepaid expenses and other assets | -2,907 | -2,743 | 11,239 |
Accounts payable | -3,209 | -2,636 | -11,811 |
Accrued and other liabilities | 6,830 | -9,275 | -35,754 |
Deferred revenue | 4,760 | 1,634 | -1,648 |
Deferred rent | 60 | -233 | -1,277 |
Net cash used in operating activities | -84,708 | -105,859 | -150,872 |
Investing activities | |||
Purchase of short-term investments | -1,371 | -2,795 | -8,334 |
Maturities of short-term investments | 1,409 | 1,281 | 0 |
Sales of short-term investments | 0 | 0 | 16,503 |
Change in restricted cash | 0 | -736 | -955 |
Investment in affiliate | 2,075 | 0 | 0 |
Loan to Affiliate | -2,790 | 0 | 0 |
Purchase of property, plant and equipment, net of disposals | -5,004 | -8,087 | -56,832 |
Deposits on property, plant and equipment | 0 | 0 | -26 |
Net cash used in investing activities | -9,831 | -10,337 | -49,644 |
Financing activities | |||
Proceeds from issuance of common stock, net of repurchases | 2,488 | 1,134 | 1,479 |
Employees' taxes paid upon vesting of restricted stock units | 1,822 | 825 | 588 |
Proceeds from issuance of common stock in private placements, net of issuance costs | 4,000 | 19,980 | 84,682 |
Principal payments on capital leases | -1,045 | -1,366 | -3,727 |
Proceeds from debt issued | 83,171 | 10,535 | 78,904 |
Proceeds from debt issued to related party | 49,862 | 65,000 | 30,000 |
Principal payments on debt | -5,733 | -3,277 | -52,633 |
Net cash provided by financing activities | 130,921 | 91,181 | 138,117 |
Effect of exchange rate changes on cash and cash equivalents | -1,203 | 1,291 | -2,712 |
Net increase (decrease) in cash and cash equivalents | 35,179 | -23,724 | -65,111 |
Cash and cash equivalents at beginning of period | 6,868 | 30,592 | 95,703 |
Cash and cash equivalents at end of period | 42,047 | 6,868 | 30,592 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 6,910 | 2,978 | 3,399 |
Cash paid for income taxes, net of refunds | 0 | 0 | 0 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Acquisitions of property, plant and equipment under accounts payable, accrued liabilities and notes payable | 114 | 2,261 | 2,538 |
Financing of equipment | 617 | 0 | 0 |
Warrants issued in connection with issuance of convertible promissory notes | 0 | 1,330 | 0 |
Financing of insurance premium under notes payable | 166 | 425 | 0 |
Receivable of proceeds for options exercised | 0 | 355 | 0 |
Capitalized taxes in property, plant and equipment | 0 | -8,572 | 0 |
Debt issued related to an investment in joint venture | 0 | 68 | 0 |
Conversion of other liability to related party debt | 0 | 0 | 23,300 |
Conversion of related party debt to common stock | 0 | 0 | 5,000 |
Transfer of long term deposits to property, plant and equipment | 0 | 0 | 12,218 |
Interest capitalized to debt | 5,590 | 0 | 0 |
Non-cash investment in affiliate | 1,281 | 0 | 0 |
Property, Plant and Equipment, Other Types [Member] | |||
Supplemental disclosures of non-cash investing and financing activities: | |||
Interest capitalized to property, plant and equipment | $0 | $0 | $554 |
The_Company
The Company | 12 Months Ended | |
Dec. 31, 2014 | ||
The Company [Abstract] | ||
The Company | The Company | |
Amyris, Inc. (or 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 bioscience technology to develop and provide renewable compounds for a variety of markets. The Company is currently applying its industrial synthetic biology platform to provide alternatives to select petroleum-sourced products used in consumer care, 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 including emollients, flavors and fragrance oils and diesel fuel. While the Company's platform is able to use a wide variety of feedstocks, the Company is initially focused on Brazilian sugarcane. In addition, the Company is a party to 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). | ||
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) and developing sufficient sales volume for those products to support its operations. 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 collaborations and grants, cash contributions from product sales, and with new debt and equity financings. The Company's planned 2015 and 2016 working capital needs and its planned operating and capital expenditures are dependent on significant inflows of cash from new and existing collaboration partners and from cash generated from renewable product sales, and may also require additional funding from debt or equity financings. | ||
Liquidity | ||
The Company has incurred significant operating losses since its inception and believes that it will continue to incur losses and negative cash flow from operations into at least 2016. As of December 31, 2014, the Company had an accumulated deficit of $819.2 million and had cash, cash equivalents and short term investments of $43.4 million. The Company has significant outstanding debt and contractual obligations related to capital and operating leases, as well as purchase commitments. | ||
As of December 31, 2014, the Company's debt totaled to $312.7 million, of which $17.1 million matures within the next twelve months. In addition to upcoming debt maturities, the Company's debt service obligations over the next twelve months are significant, including $9.5 million of anticipated cash interest payments. The Company's debt agreements also contain various covenants, including certain restrictions on the Company's business that could cause the Company to be at risk of defaults, such as the requirement to maintain unrestricted, unencumbered cash in an amount equal to at least 50% of the principal amount outstanding under the Hercules Loan Facility. 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 2015 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 2014, (iii) increased cash inflows from collaborations compared to 2014 and (iv) maintaining operating expenses at levels comparable to 2014, and (v) access to various financing commitments (see Note 16, "Subsequent Events"). | ||
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 2015 to support our liquidity needs through the remainder of 2015 and into 2016: | ||
• | Effect significant headcount reductions, particularly with respect to employees not connected to critical or contracted activities across all functions of the Company, including employees involved in general and administrative, research and development, and production activities. | |
• | Shift focus to existing products and customers with significantly reduced investment in new product and commercial development efforts. | |
• | Reduce production activity at our Brotas facility to levels only sufficient to satisfy volumes required for product revenues forecast from existing products and customers. | |
• | Reduce expenditures for third party contractors, including consultants, professional advisors and other vendors. | |
• | Reduce or delay uncommitted capital expenditures, including non-essential facility and lab equipment, and information technology projects. | |
• | Closely monitor our working capital position with customers and suppliers, as well as suspend operations at pilot plants and demonstration facilities. | |
The contingency cash plan contemplating these actions is designed to save us an estimated $30.0 million to $40.0 million over the period through March 31, 2016. | ||
Implementing this plan could have a 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 an 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, 2014 | ||||||||||||
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 (or 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. | ||||||||||||
We use the equity method to account for investments in companies, if our investments provide us with the ability to exercise significant influence over operating and financial policies of the investee. Our consolidated net income or loss includes the Company's proportionate share of the net income or loss of these companies. Our judgment regarding the level of influence over each equity method investment includes considering key factors such as our ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. | ||||||||||||
Principles of Consolidation | ||||||||||||
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 Ventures and Noncontrolling Interest." | ||||||||||||
Variable Interest Entities | ||||||||||||
The Company has interests in joint venture entities that are variable interest entities (or 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 Ventures 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 revenues 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 | 2014 | 2013 | ||||||||||
Customer B | * | 27 | % | |||||||||
Customer C | 19 | % | 14 | % | ||||||||
Customer D | 23 | % | * | |||||||||
Customer E | 28 | % | ** | |||||||||
Customer F | ** | 27 | % | |||||||||
______________ | ||||||||||||
* No outstanding balance | ||||||||||||
** Less than 10% | ||||||||||||
Customers representing 10% or greater of revenues were as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
Customers | 2014 | 2013 | 2012 | |||||||||
Customer A | * | * | 13 | % | ||||||||
Customer B | ** | 15 | % | * | ||||||||
Customer C | 10 | % | 10 | % | ** | |||||||
Customer E | 47 | % | 20 | % | ** | |||||||
Customer F | ** | 12 | % | ** | ||||||||
Customer G | ** | ** | 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 techniques 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 loans 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 loans payable, convertible notes and credit facility are carried on the consolidated balance sheet on a historical cost basis, because the Company has not elected to recognize the fair value of these liabilities. | ||||||||||||
The Company estimates the fair value of the compound embedded derivatives for the convertible promissory notes to Total Energies Nouvelles Activités USA (formerly known as Total Gas & Power USA, SAS, or 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 or may become convertible. | ||||||||||||
The Company estimates the fair value of the compound embedded derivatives for the first and second tranches of the August 2013 Financing (or, Tranche I Notes and Tranche II Notes, respectively) and the Rule 144A Convertible Note Offering (as defined in Note 5, "Debt" and together, Convertible Notes) using the binomial lattice model in order to estimate the fair value of the embedded derivatives. 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 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 and (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 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 fair value of the Convertible Notes excluding the embedded derivatives is defined as the "without". This method estimates the fair value of the embedded derivatives by looking at the difference in the values between the Convertible Notes with the embedded derivatives and the fair value of the Convertible Notes without the embedded derivatives. 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 on 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 2014, 2013 and 2012 in the fair values of the bifurcated compound embedded derivatives are primarily related to the change in price of the Company's underlying common stock and are reflected in the consolidated statements of operations as “Gain (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. | ||||||||||||
Short Term 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, 2014, 2013 and 2012. As of December 31, 2014 and 2013, the Company did not have any other-than-temporary declines in the fair value of its debt securities. | ||||||||||||
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. | ||||||||||||
Inventories | ||||||||||||
Inventories, which consist of farnesene-derived products and flavor and fragrances ingredients are stated at the lower of cost or market and categorized as finished goods, work-in-process or raw material inventories. The Company transitioned out of the ethanol and reformulated ethanol-blended gasoline business in 2012 and sold its remaining inventory of ethanol and reformulated ethanol-blended gasoline during the quarter ended September 30, 2012. 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. | ||||||||||||
Investments in Affiliates | ||||||||||||
We use the equity method to account for our investments in affiliates. We include our proportionate share of earnings and/or losses of our equity method investees in the loss from investments in affiliates in the consolidated statements of operations. The carrying value of our investments in affiliates includes loans to affiliates. Investments in affiliates are are carried at cost, as adjusted for market rates of interest imputed to non-market interest rate loans advanced to affiliates. | ||||||||||||
Restricted Cash | ||||||||||||
Cash accounts that are restricted to withdrawal or usage are presented as restricted cash. As of December 31, 2014 and 2013, the Company had $1.6 million of restricted cash held by a bank in a certificate of deposit as collateral under a facility lease and bank guarantees. | ||||||||||||
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 holds 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 that are required to be bifurcated from the underlying debt instrument (i.e. host) are accounted for and valued as separate financial instruments. The Company evaluated the terms and features of its 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 and down round conversion price adjustment provisions, that requires cash payment for forgone interest upon a change of control and down round conversion price adjustment provisions. | ||||||||||||
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 costs of the individuals dedicated to the development and 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 assets down to their estimated fair values. Fair value is estimated based on discounted future cash flows. There were $1.8 million, $7.7 million, and $6.4 million, of impairment charges recorded during the years ended December 31, 2014, 2013 and 2012, 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 goodwill and IPR&D were recognized on an acquisition completed in 2011. Goodwill and intangible assets with indefinite useful lives are assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstances 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 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. Amounts recorded as IPR&D will begin being amortized upon the completion of development activities over the estimated useful life of the technology. The development activities have not been completed, and therefore the amortization of the acquired IPR&D has not begun. | ||||||||||||
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. If this assessment indicates that the intangible asset is not recoverable, based on the estimated discounted future cash flows of the technology over its expected life, we reduce the net carrying value of the related intangible asset to fair value. Any such impairment charge could be significant and could have a material adverse effect on the Company's reported financial results. As a result of our impairment assessment of IPR&D, the Company recognized an impairment of its IPR&D asset of $3.0 million for the year ended December 31, 2014 and zero for the years ended December 31 2013 and 2012. | ||||||||||||
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 São Martinho). 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 Ventures 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 Ventures and Noncontrolling Interest"). | ||||||||||||
Revenue Recognition | ||||||||||||
The Company recognizes revenue from the sale of renewable 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 | ||||||||||||
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 historical rate of return for the Company's squalane products. 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 renewable 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 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. | ||||||||||||
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, including internal research. 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 "gain (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 considers the local currency to be the functional currency of the Company’s wholly-owned subsidiary in Brazil and of the Company's consolidated joint venture in Brazil. 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) on the consolidated balance sheets. | ||||||||||||
Foreign currency differences arising from the translation of intercompany loans from a foreign currency into the functional currency of an entity, which are of a long-term investment nature (that is, settlement is not planned or anticipated in the foreseeable future) are recorded in “Accumulated other comprehensive income (loss)” on our Consolidated Balance Sheets. Foreign currency differences arising from the translation of other intercompany loans are recorded in “Other income (expense)” on our Consolidated Statements of Operations. | ||||||||||||
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 income (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, | ||||||||||||
2014 | 2013 | |||||||||||
Foreign currency translation adjustment, net of tax | $ | (29,977 | ) | $ | (20,087 | ) | ||||||
Total accumulated other comprehensive loss | $ | (29,977 | ) | $ | (20,087 | ) | ||||||
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 and common stock warrants, using the treasury stock method or the as converted method, as applicable. For the years ended December 31, 2013 and 2012, 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 were the same for each of those years. | ||||||||||||
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, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator: | ||||||||||||
Net income (loss) attributable to Amyris, Inc. common stockholders | $ | 2,286 | $ | (235,111 | ) | $ | (205,139 | ) | ||||
Interest on convertible debt | 9,365 | — | — | |||||||||
Accretion of debt discount | 5,597 | — | — | |||||||||
Gain from change in fair value of derivative instruments | (127,109 | ) | — | — | ||||||||
Net loss attributable to Amyris, Inc. common stockholders after assumed conversion | $ | (109,861 | ) | $ | (235,111 | ) | $ | (205,139 | ) | |||
Denominator: | ||||||||||||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic | 78,400,098 | 75,472,770 | 56,717,869 | |||||||||
Basic income (loss) per share | $ | 0.03 | $ | (3.12 | ) | $ | (3.62 | ) | ||||
Weighted average shares of common stock outstanding | 78,400,098 | 75,472,770 | 56,717,869 | |||||||||
Effect of dilutive securities: | ||||||||||||
Convertible promissory notes | 43,459,343 | — | — | |||||||||
Weighted common stock equivalents | 43,459,343 | — | ||||||||||
Diluted weighted-average common shares | 121,859,441 | 75,472,770 | 56,717,869 | |||||||||
Diluted loss per share | $ | (0.90 | ) | $ | (3.12 | ) | $ | (3.62 | ) | |||
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, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Period-end stock options to purchase common stock | 10,539,978 | 8,409,605 | 8,946,592 | |||||||||
Convertible promissory notes (1) | 26,887,005 | 42,905,005 | 10,370,391 | |||||||||
Period-end common stock subject to repurchase | — | — | 51 | |||||||||
Period-end common stock warrants | 1,021,087 | 1,021,087 | 21,087 | |||||||||
Period-end restricted stock units | 1,975,503 | 2,316,437 | 2,550,799 | |||||||||
Total | 40,423,573 | 54,652,134 | 21,888,920 | |||||||||
______________ | ||||||||||||
(1) | The potentially dilutive effect of convertible promissory notes were computed based on conversion ratios in effect as of December 31, 2014. 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 May 2014, the Financial Accounting Standards Board (or FASB) issued new guidance related to revenue recognition. This new standard will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition update guidance provides a unified model to determine how revenue is recognized. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for annual and interim periods beginning after December 15, 2016 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently assessing the impact of adopting this new accounting standard on its financial statements. | ||||||||||||
In August 2014, FASB issued new guidance related to the disclosure around going concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosure if substantial doubt exists. The new standard is effective for annual periods ending after December 15, 2016 and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our financial statements. | ||||||||||||
In January 2015, the FASB issued an update related to the presentation of extraordinary and unusual items. The update eliminates the concept of extraordinary items found in Subtopic 225-20, which required that an entity separately classify, present and disclose extraordinary events and transactions when the event or activity met both criteria of being unusual in nature and infrequent in occurrence. Although the concept of extraordinary items will be eliminated, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The standard is effective for annual and interim periods within those annual years beginning after December 15, 2015. The Company expects that the adoption of the update will not materially affect its financial statements. | ||||||||||||
In February 2015, FASB issued an amendment to ASC 810 Consolidation. The amendments affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. The amendments are effective for the fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently assessing the impact of adopting this new accounting standard on its financial statements. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
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, 2014, 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, 2014 | |||||||||||||
Financial Assets | ||||||||||||||||
Money market funds | $ | 20,160 | $ | — | $ | — | $ | 20,160 | ||||||||
Certificates of deposit | 1,375 | — | — | 1,375 | ||||||||||||
Loans to affiliate | — | — | 1,745 | 1,745 | ||||||||||||
Total financial assets | $ | 21,535 | $ | — | $ | 1,745 | $ | 23,280 | ||||||||
Financial Liabilities | ||||||||||||||||
Loans payable (1) | $ | — | $ | 16,720 | $ | — | $ | 16,720 | ||||||||
Credit facilities (1) | — | 39,332 | — | 39,332 | ||||||||||||
Convertible notes (1) | — | — | 222,031 | 222,031 | ||||||||||||
Compound embedded derivative liabilities | — | — | 56,026 | 56,026 | ||||||||||||
Currency interest rate swap derivative liability | — | 3,710 | — | 3,710 | ||||||||||||
Total financial liabilities | $ | — | $ | 59,762 | $ | 278,057 | $ | 337,819 | ||||||||
_________ | ||||||||||||||||
(1) These liabilities are carried on the consolidated balance sheet on a historical cost basis. | ||||||||||||||||
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 and certificates of deposit 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. The method of determining the fair value of the compound embedded derivative liabilities is described on the next page. Market risk associated with the fixed and variable rate long-term loans payable, credit facilities and convertible notes relates to the potential reduction in fair value and negative impact to future earnings, from an increase in interest rates. The fair value of loans to affiliate are based on the present value of expected future cash flows and assumptions about current interest rates and the creditworthiness of the affiliate. Market risk associated with the compound embedded derivative liabilities relates to the potential reduction in fair value and negative impact to future earnings from a decrease in interest rates. | ||||||||||||||||
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 and low market interest rates, if applicable. | ||||||||||||||||
The Company’s financial assets and financial liabilities as of December 31, 2013 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 liabilities | — | — | 131,117 | 131,117 | ||||||||||||
Currency interest rate swap derivative liability | — | 3,600 | — | 3,600 | ||||||||||||
Total financial liabilities | $ | — | $ | 29,662 | $ | 263,069 | $ | 292,731 | ||||||||
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): | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Balance at January 1 | $ | 131,952 | $ | 62,522 | ||||||||||||
Additions to convertible notes | 109,734 | 72,570 | ||||||||||||||
Change in fair value of convertible notes | (19,655 | ) | (3,140 | ) | ||||||||||||
Balance at December 31 | $ | 222,031 | $ | 131,952 | ||||||||||||
Derivative Instruments | ||||||||||||||||
The following table provides a reconciliation of the beginning and ending balances for the compound embedded derivative liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands): | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Balance at January 1 | $ | 131,117 | $ | 7,894 | ||||||||||||
Additions to Level 3 net of cancellation (1) | 89,070 | 40,901 | ||||||||||||||
(Income) loss from change in fair value of derivative liabilities(2) | (164,161 | ) | 82,322 | |||||||||||||
Balance at December 31 | $ | 56,026 | $ | 131,117 | ||||||||||||
______________ | ||||||||||||||||
(1) Includes $1.1 million removal of derivative liability related to debt extinguishment. | ||||||||||||||||
(2) In addition, a loss on initial recognition of embedded derivatives of $19.5 million was recognized in 2014. | ||||||||||||||||
The compound embedded derivative liabilities, represent the fair value of the equity conversion options and "make-whole" provisions or down round conversion price adjustments to provisions of outstanding convertible promissory notes issued to Total and such convertible promissory notes, the Total Notes), as well as Tranche I Notes , Tranche II Notes and notes issued under the 144A convertible notes offering (Rule 144A Notes) (see Note 5, "Debt"). There is no current observable market for these types of derivatives and, as such, the Company determined the fair value of the embedded derivatives using a Monte Carlo simulation valuation model for the Total Notes and the binomial lattice model for the Tranche I Notes, Tranche II Notes and the Rule 144A Notes (or together the Convertible 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 or may be 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 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 and (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 derivatives 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 derivatives is defined as the "without". This method estimates the fair value of the embedded derivatives by looking at the difference in the values between the Convertible Notes with the embedded derivatives and the fair value of the Convertible Notes without the embedded derivatives. 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 derivatives 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, 2014, the Company has sufficient common stock available to settle the conversion option in shares. As of December 31, 2014 and 2013, included in "Derivative Liabilities" on the consolidated balance sheet are the Company's compound embedded derivative liabilities of $56.0 million and $131.1 million, respectively, which represents the fair value of the equity conversion options and a "make-whole" provision relating to the outstanding Total Notes, Tranche I Notes, Tranche II Notes and Rule 144A Notes. | ||||||||||||||||
The market-based assumptions and estimates used in valuing the compound embedded derivative liabilities include amounts in the following ranges/amounts: | ||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||
Risk-free interest rate | 0.75% - 1.51% | 0.86% - 1.66% | ||||||||||||||
Risk-adjusted yields | 21.4% and 31.5% | 13% | ||||||||||||||
Stock-price volatility | 45% | 45% | ||||||||||||||
Probability of change in control | 5% | 5% | ||||||||||||||
Stock price | $2.06 | $5.29 | ||||||||||||||
Credit spread | 19.97% - 29.99% | 11.34% - 12.14% | ||||||||||||||
Changes in valuation assumptions can have a significant impact on the valuation of the embedded derivative liabilities. For example, all other things being equal, a decrease/ increase in our stock price, probability of change of control, credit spread or stock price volatility decreases/increases the valuation of the liabilities, whereas a decrease/increase in risk adjusted yields or risk-free interest rates increases/decreases the valuation of the liabilities. | ||||||||||||||||
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 loan (or the Banco Pine Bridge Loan) (see Note 5, "Debt"). At the time of the Banco Pine 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$8.3 million based on the exchange rate as of December 31, 2014) of the Banco Pine Bridge Loan. The swap arrangement exchanges the principal and interest payments under the Banco Pine Bridge Loan 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 “Gain (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, 2014 and 2013, 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-14 | 31-Dec-13 | |||||||||||||||
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 | $ | 3,710 | 1 | $ | 3,600 | ||||||||||
Income | Years Ended December 31, | |||||||||||||||
Type of Derivative Contract | Statement Classification | 2014 | 2013 | 2012 | ||||||||||||
Gain (Loss) Recognized | ||||||||||||||||
Regulated fixed price futures contracts | Cost of products sold | $ | — | $ | — | $ | (288 | ) | ||||||||
Currency interest rate swap (1) | Gain (loss) from change in fair value of derivative instruments | $ | (480 | ) | $ | (2,404 | ) | $ | (1,342 | ) | ||||||
______________ | ||||||||||||||||
(1) | Certain classifications of prior period amounts have been made to conform to the current period presentation. Such reclassification did not materially change previously reported financial statements. |
Balance_Sheet_Components
Balance Sheet Components | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Balance Sheet Components [Abstract] | ||||||||
Balance Sheet Components | Balance Sheet Components | |||||||
Inventories, net | ||||||||
Inventories are stated at the lower of cost or market and consist of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Raw materials | $ | 2,665 | $ | 1,796 | ||||
Work-in-process | 5,269 | 7,292 | ||||||
Finished goods | 6,572 | 1,800 | ||||||
Inventories, net | $ | 14,506 | $ | 10,888 | ||||
Prepaid Expenses and Other Current Assets | ||||||||
Prepaid expenses and other current assets are comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Maintenance(1) | $ | 399 | $ | 258 | ||||
Prepaid insurance(1) | 701 | 894 | ||||||
Manufacturing catalysts | 1,166 | 1,536 | ||||||
Recoverable VAT and other taxes | 2,411 | 5,125 | ||||||
Other(1) | 1,857 | 1,705 | ||||||
Prepaid expenses and other current assets | $ | 6,534 | $ | 9,518 | ||||
_________ | ||||||||
(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 amounts. | |||||||
Property, Plant and Equipment, net | ||||||||
Property, plant and equipment, net is comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Leasehold improvements | $ | 39,132 | $ | 39,034 | ||||
Machinery and equipment | 90,657 | 96,585 | ||||||
Computers and software | 8,946 | 8,509 | ||||||
Furniture and office equipment | 2,445 | 2,535 | ||||||
Buildings | 6,321 | 7,148 | ||||||
Vehicles | 353 | 488 | ||||||
Construction in progress | 38,815 | 41,387 | ||||||
$ | 186,669 | $ | 195,686 | |||||
Less: accumulated depreciation and amortization | (67,689 | ) | (55,095 | ) | ||||
Property, plant and equipment, net | $ | 118,980 | $ | 140,591 | ||||
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, Tonon Bioenergia S.A. (or Tonon) (formerly 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 São Martinho sugar and ethanol mill (also in the state of São Paulo, Brazil). | ||||||||
Property, plant and equipment, net includes $4.1 million and $3.4 million of machinery and equipment under capital leases as of December 31, 2014 and 2013, respectively. Accumulated amortization of assets under capital leases totaled $2.3 million and $1.5 million as of December 31, 2014 and 2013, respectively. | ||||||||
Depreciation and amortization expense, including amortization of assets under capital leases, was $15.0 million, $16.6 million and $14.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||
Other Assets | ||||||||
Other assets are comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deposits on property and equipment, including taxes | $ | 1,738 | $ | 1,970 | ||||
Recoverable taxes from Brazilian government entities | 9,747 | 6,599 | ||||||
Debt issuance costs(1) | 851 | 454 | ||||||
Other(1) | 1,299 | 1,494 | ||||||
Total other assets | $ | 13,635 | $ | 10,517 | ||||
______________ | ||||||||
(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 amounts. | |||||||
Accrued and Other Current Liabilities | ||||||||
Accrued and other current liabilities are comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Professional services | $ | 2,015 | $ | 2,279 | ||||
Accrued vacation | 2,213 | 2,274 | ||||||
Payroll and related expenses | 5,393 | 5,066 | ||||||
Tax-related liabilities | 277 | 825 | ||||||
Deferred rent, current portion | 1,111 | 1,111 | ||||||
Accrued interest | 1,308 | 3,176 | ||||||
Contractual obligations to contract manufacturers | 310 | 4,241 | ||||||
Other | 938 | 2,249 | ||||||
Total accrued and other current liabilities | $ | 13,565 | $ | 21,221 | ||||
Derivative Liabilities | ||||||||
Derivative liabilities are comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Fair market value of swap obligations | $ | 3,710 | $ | 3,600 | ||||
Fair value of compound embedded derivative liabilities(1) | 56,026 | 131,117 | ||||||
Total derivative liabilities | $ | 59,736 | $ | 134,717 | ||||
______________ | ||||||||
(1) | The compound embedded derivative liabilities represent the fair value of the bifurcated conversion options that contain "make-whole provisions" or down round conversion price adjustment provisions included in the outstanding Total Notes, Tranche I Notes, Tranche II Notes and the 144A Offering (see Note 3, "Fair value of financial instruments" and Note 5, "Debt"). |
Debt
Debt | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||
Debt | Debt | |||||||||||||||||||
Debt is comprised of the following (in thousands): | ||||||||||||||||||||
December 31, | ||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
FINEP credit facility | $ | 1,614 | $ | 2,244 | ||||||||||||||||
BNDES credit facility | 4,314 | 6,523 | ||||||||||||||||||
Hercules loan facility | 29,779 | — | ||||||||||||||||||
Credit facilities | 35,707 | 8,767 | ||||||||||||||||||
Convertible notes | 60,418 | 28,537 | ||||||||||||||||||
Related party convertible notes | 115,239 | 89,499 | ||||||||||||||||||
Loans payable | 21,097 | 25,259 | ||||||||||||||||||
Total debt | 232,461 | 152,062 | ||||||||||||||||||
Less: current portion | (17,100 | ) | (6,391 | ) | ||||||||||||||||
Long-term debt | $ | 215,361 | $ | 145,671 | ||||||||||||||||
FINEP Credit Facility | ||||||||||||||||||||
In November 2010, the Company entered into a credit facility with Financiadora de Estudos e Projetos (or the FINEP Credit Facility). The FINEP Credit Facility was extended to partially fund expenses related to the Company’s research and development project on sugarcane-based biodiesel (or the FINEP Project) and provides for loans of up to an aggregate principal amount of R$6.4 million (approximately US$2.4 million based on the exchange rate as of December 31, 2014) which is secured by a chattel mortgage on certain equipment of Amyris Brasil as well as by bank letters of guarantee. All available credit under this facility is 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, 2014 and 2013, the total outstanding loan balance under this credit facility was R$4.3 million (approximately US$1.6 million based on the exchange rate as of December 31, 2014) and R$5.2 million (approximately US$2.2 million based on exchange rate as of December 31, 2013), respectively. | ||||||||||||||||||||
BNDES Credit Facility | ||||||||||||||||||||
In December 2011, the Company entered into a credit facility with the Brazilian Development Bank (or BNDES and such credit facility is the BNDES Credit Facility) in the amount of R$22.4 million (approximately US$8.4 million based on the exchange rate as of December 31, 2014). 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 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 BNDES Credit Facility, subject to extension by the lender. The credit line was cancelled in 2013. | ||||||||||||||||||||
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 are 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$9.4 million based on the exchange rate as of December 31, 2014). 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 the BNDES 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, BNDES may terminate its commitments and declare immediately due all borrowings under the facility. As of December 31, 2014 and 2013, the Company had R$11.5 million (approximately US$4.3 million based on the exchange rate as of December 31, 2014) and R$15.3 million (approximately US$6.5 million based on the exchange rate as of December 31, 2013), respectively, in outstanding advances under the BNDES Credit Facility. | ||||||||||||||||||||
Hercules Loan Facility | ||||||||||||||||||||
In March 2014, the Company entered into a Loan and Security Agreement with Hercules Technology Growth Capital, Inc. (or Hercules) to make available to Amyris a loan in the aggregate principal amount of up to $25.0 million (or the Hercules Loan Facility). The original Hercules Loan Facility 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 9.50%. The Company may repay the loaned amounts before the maturity date (generally February 1, 2017) if it pays an additional fee of 3% of the outstanding loans (1% if after the initial twelve-month period of the loan). The Company was also required to pay a 1% facility charge at the closing of the transaction, and is required to pay a 10% end of term charge. In connection with the original Hercules Loan Facility, Amyris agreed to certain customary representations and warranties and covenants, as well as certain covenants that were subsequently amended (as described below). The total available credit of $25.0 million under this facility was fully drawn down by the Company. | ||||||||||||||||||||
In June 2014, the Company and Hercules entered into a first amendment (or the Hercules Amendment) of the Loan and Security Agreement entered into in March 2014. Pursuant to the Hercules Amendment, the parties agreed to adjust the term loan maturity date from May 31, 2015 to February 1, 2017 and remove (i) a requirement for the Company to pay a forbearance fee of $10.0 million in the event certain covenants were not satisfied, (ii) a covenant that the Company maintain positive cash flow commencing with the fiscal quarter beginning October 1, 2014, (iii) a covenant that, beginning with the fiscal quarter beginning July 1, 2014, the Company and its subsidiaries achieve certain projected cash product revenues and projected cash product gross profits, and (iv) an obligation for the Company to file a registration statement on Form S-3 with the SEC by no later than June 30, 2014 and complete an equity financing of more than $50.0 million by no later than September 30, 2014. The Company further agreed to include a new covenant requiring the Company to maintain unrestricted, unencumbered cash in an amount equal to at least 50% of the principal amount then outstanding under the Hercules Loan Facility and borrow an additional $5.0 million. The additional $5.0 million borrowing was completed in June 2014, and accrues interest at a rate per annum equal to the greater of either the prime rate reported in the Wall Street Journal plus 5.25% or 8.5%. The Hercules Loan Facility is secured by liens on the Company's assets, including on certain Company intellectual property. The Hercules Loan Facility includes customary events of default, including failure to pay amounts due, breaches of covenants and warranties, certain cross defaults and judgments, and insolvency. If an event of default occurs, Hercules may require immediate repayment of all amounts due. | ||||||||||||||||||||
As of December 31, 2014, $29.8 million was outstanding under the Hercules Loan Facility, net of discount of $0.2 million, and the Company maintains cash in excess of the approximately $15.0 million current minimum cash covenant described above. | ||||||||||||||||||||
Convertible Notes | ||||||||||||||||||||
Fidelity | ||||||||||||||||||||
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 (or the Fidelity Securities Purchase Agreement), between the Company and certain investment funds affiliated with FMR LLC. 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 (or the Fidelity Notes). As of December 31, 2014, 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 provided by Temasek in October 2013 (or the Temasek Bridge Note) (and the August 2013 Financing (defined below). 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. | ||||||||||||||||||||
Pursuant to a Securities Purchase Agreement among the Company, Maxwell (Mauritius) Pte Ltd (or Temasek) and Total, dated as of August 8, 2013 (or the August 2013 SPA), as amended in October 2013 to include certain entities affiliated with FMR LLC (or the Fidelity Entities) the Company sold and issued certain senior convertible notes (or the Tranche I Notes) pursuant to the financing (or the August 2013 Financing) exempt from registration under the Securities Act of 1933, as amended, (or the Securities Act) with an aggregate principal amount of $7.6 million of Tranche I Notes sold to the Fidelity Entities. See "Related Party Convertible Notes" in Note 5, "Debt." | ||||||||||||||||||||
Rule 144A Convertible Note Offering | ||||||||||||||||||||
In May 2014, the Company entered into a Purchase Agreement with Morgan Stanley & Co. LLC, as the initial purchaser (or the Initial Purchaser), relating to the sale of $75.0 million aggregate principal amount of its 6.50% Convertible Senior Notes due 2019 (or the 144A Notes) to the Initial Purchaser in a private placement, and for initial resale by the Initial Purchaser to certain qualified institutional buyers (or the 144A Offering). In addition, the Company granted the Initial Purchaser an option to purchase up to an additional $15.0 million aggregate principal amount of 144A Notes, which option expired according to its terms. Under the terms of the purchase agreement for the 144A Notes, the Company agreed to customary indemnification of the Initial Purchaser against certain liabilities. The Notes were issued pursuant to an Indenture, dated as of May 29, 2014 (or the Indenture), between the Company and Wells Fargo Bank, National Association, as trustee. The net proceeds from the offering of the 144A Notes were approximately $72.0 million after payment of the Initial Purchaser’s discounts and offering expenses. In addition, in connection with obtaining a waiver from Total of its preexisting contractual right to exchange certain senior secured convertible notes previously issued by the Company for new notes issued in the offering, the Company used approximately $9.7 million of the net proceeds to repay previously issued notes (representing the amount of 144A Notes purchased by Total from the Initial Purchaser). Certain of the Company's affiliated entities purchased $24.7 million in aggregate principal amount of 144A Notes from the Initial Purchaser (described further below under "Related Party Convertible Notes"). The 144A Notes bear interest at a rate of 6.50% per year, payable semiannually in arrears on May 15 and November 15 of each year, beginning November 15, 2014. The 144A Notes mature on May 15, 2019 unless earlier converted or repurchased. The 144A Notes are convertible into shares of the Company's common stock at any time prior to the close of business day on May 15, 2019. The 144A Notes have an initial conversion rate of 267.0370 shares of Common Stock per $1,000 principal amount of 144A Notes (subject to adjustment in certain circumstances). This represents an initial effective conversion price of approximately $3.74 per share of common stock. For any conversion on or after May 15, 2015, in the event that the last reported sale price of the Company’s common stock for 20 or more trading days (whether or not consecutive) in a period of 30 consecutive trading days ending within five trading days immediately prior to the date the Company receives a notice of conversion exceeds the conversion price of $3.74 per share on each such trading day, the holders, in addition to the shares deliverable upon conversion, will be entitled to receive a cash payment equal to the present value of the remaining scheduled payments of interest that would have been made on the 144A Notes being converted from the conversion date to the earlier of the date that is three years after the date the Company receives such notice of conversion and maturity (May 15, 2019). In the event of a fundamental change, as defined in the Indenture, holders of the 144A Notes may require the Company to purchase all or a portion of the 144A Notes at a price equal to 100% of the principal amount of the 144A Notes, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Holders of the 144A Notes who convert their 144A Notes in connection with a make-whole fundamental change will receive additional shares representing the present value of the remaining interest payments which will be computed using a discount rate of 0.75%. If a holder of 144A Notes elects to convert their 144A Notes prior to the effective date of any make-whole fundamental change, such holder will not be entitled to an increased conversion rate in connection with such conversion. | ||||||||||||||||||||
As of December 31, 2014 the convertible notes outstanding under the 144A Notes were $30.3 million, net of discount of $20.0 million. | ||||||||||||||||||||
Related Party Convertible Notes | ||||||||||||||||||||
Total R&D 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 a new structure for a joint venture (or 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 (or the July 2012 Agreements). | ||||||||||||||||||||
The purchase agreement for the notes related to the funding from Total (or the Total Purchase Agreement) provided for the sale of an aggregate of $105.0 million in 1.5% Senior Unsecured Convertible Note due March 2017 (or the Total Notes) as follows: | ||||||||||||||||||||
• | As part of an initial closing under the purchase agreement (which was completed in two installments), (i) on July 30, 2012, the Company sold a Total Note with a principal 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 Total Note 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 Total 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). | |||||||||||||||||||
• | A third closing (for cash proceeds to the Company of $21.7 million (or the Third Closing Notes), also completed in two installments, the first of which occurred in July 2014 for $10.85 million and a second installment of $10.85 million which occurred in January 2015). | |||||||||||||||||||
The Total Notes have a maturity date of March 1, 2017, an initial conversion price equal to $7.0682 per share for the Total Notes issued under the initial closing, an initial conversion price equal to $3.08 per share for the Total Notes issued under the second closing and an initial conversion price equal to $4.11 per share for the Total Notes issued in the third closing. The Total 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 partially or fully cancelled if the Total Notes are cancelled based on a final decision by Total to go forward with the fuels collaboration (either partially with respect to jet fuel or fully with respect to jet fuel and diesel (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 Total 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 with respect to the full fuels collaboration, then the Total Notes will be exchanged by Total for equity interests in the Fuels JV, after which the Total Notes will not be convertible and any obligation to pay principal or interest on the Total Notes will be extinguished. In case of a “Go” decision only with respect to jet fuel, the parties would form an operational joint venture only for jet fuel (and the rights associated with diesel would terminate), 70% of the outstanding Total Notes would remain outstanding and become payable by the Company, and 30% of the outstanding Total Notes would be cancelled. If Total makes a “No-Go” decision, outstanding Total Notes will remain outstanding and become payable at maturity. | ||||||||||||||||||||
In connection with the December 2012 private placement of the Company’s common stock involving certain existing stockholders of the Company (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 Total Notes into 1,677,852 of the Company's common stock at a price of $2.98 per share. As such, $5.0 million of Total's outstanding $53.3 million in Total 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 the year ended December 31, 2012. | ||||||||||||||||||||
In March 2013, the Company entered into a letter agreement with Total (or 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 $30.0 million in principal amount of Total Notes to be issued in connection with the second closing of the Total Notes (as described above) 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 March 2013 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. | ||||||||||||||||||||
In June 2013, the Company sold and issued $10.0 million in principal amount of Total Notes to Total pursuant to the second closing of the Total Notes as discussed above. In accordance with the March 2013 Letter Agreement, this Total Note had an initial conversion price equal to $3.08 per share of the Company's common stock. | ||||||||||||||||||||
In July 2013, the Company sold and issued $20.0 million in principal amount of Total Notes to Total pursuant to the Total second closing of the Total Notes as discussed above. This purchase and sale completed Total's commitment to purchase $30.0 million of the Total Notes in the second closing by July 2013. In accordance with the March 2013 Letter Agreement, this Total Note has an initial conversion price equal to $3.08 per share of the Company's common stock. | ||||||||||||||||||||
The conversion prices of the Total Notes 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 Total Notes in the event of a change of control of the Company and the Total Notes provide for payment of unpaid interest on conversion following such a change of control if Total does not require such repayment. The Total Purchase Agreement and Total 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 Total 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 Total Purchase Agreement and Total Notes, with added default interest rates and associated cure periods applicable to the covenant regarding SEC reporting. Furthermore, the Total 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 Total 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 the Temasek Bridge Note for $35.0 million and in connection with the 144A Offering in May 2014, Total waived compliance with the debt limitations outlined above as to the Temasek Bridge Note, the August 2013 Financing and the 144A Offering. | ||||||||||||||||||||
In December 2013, in connection with the Company's entry into a Shareholders Agreement dated December 2, 3013 and License Agreement dated December 2, 2013 (or, collectively, the JV Documents) with Total and Total Amyris BioSolutions B.V. (or JVCO) relating to the establishment of JVCO (see Note 7, "Joint Ventures and Noncontrolling Interest"), the Company (i) exchanged the $69.0 million of the then-outstanding Total Notes issued pursuant to the Total Purchase Agreement for replacement 1.5% senior secured convertible notes, in principal amounts equal to the principal amount of each cancelled note (or the Replacement Notes), ii) granted to Total a security interest in and lien on all Amyris’ rights, title and interest in and to Company’s shares in the capital of JVCO and (iii) agreed that any securities to be purchased and sold at the third closing under the Total Purchase Agreement by Total shall be Replacement Notes instead of Total Notes. As a consequence of executing the JV Documents and forming JVCO, the security interest in all of the Company's intellectual property, granted by the Company in favor of Total, Temasek, and certain Fidelity Entities pursuant to the Restated Intellectual Property Security Agreement dated as of October 16, 2013, were automatically terminated effective as of December 2, 2013 upon Total’s and the Company’s joint written notice to Temasek and the Fidelity Entities. | ||||||||||||||||||||
In April 2014, the Company and Total entered into a letter agreement dated as of March 29, 2014 (or the March 2014 Total Letter Agreement) to amend the Amended and Restated Master Framework Agreement entered into as of December 2, 2013 (included as part of JV Documents, as defined below) and the Total Purchase Agreement. Under the March 2014 Total Letter Agreement, the Company agreed to, (i) amend the conversion price of the Replacement Notes to be issued in the third closing under the Total Purchase Agreement from $7.0682 per share to $4.11 per share subject to stockholder approval at the Company's 2014 annual meeting (which was obtained in May 2014), (ii) extend the period during which Total may exchange for other Company securities Replacement Notes issued under the July 2012 Agreements from June 30, 2014 to the later of December 31, 2014 and the date on which the Company shall have raised $75.0 million of equity and/or 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 third closing sale, and (iv) beginning on March 31, 2014, 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 Third Closing Notes if it had decided not to proceed with the collaboration and had made a "No-Go" decision with respect thereto. | ||||||||||||||||||||
In July 2014, the Company sold and issued a Replacement Note to Total with a principal amount of $10.85 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement. This purchase and sale constituted the initial installment of the $21.7 million third closing described above. In accordance with the March 2014 Total Letter Agreement, this convertible note has an initial conversion price equal to $4.11 per share of the Company's common stock. | ||||||||||||||||||||
As of December 31, 2014 and 2013, $51.0 million and $51.5 million, respectively, of Replacement Notes were outstanding, net of debt discount of $13.1 million and $17.6 million, respectively. | ||||||||||||||||||||
August 2013 Financing Convertible Notes and Temasek Bridge Note | ||||||||||||||||||||
In connection with the August 2013 Financing, the Company entered into the August 2013 Share Purchase Agreement 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 was 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 was 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 notes previously issued to Total in the second closing under the Total Purchase Agreement. In September 2013, prior to the initial closing of the August 2013 Financing, the Company's stockholders approved the issuance in the private placement of up to $110.0 million aggregate principal amount of senior convertible promissory notes, the issuance of a warrant to purchase 1,000,000 shares of the Company's common stock and the issuance of the common stock issuable upon conversion or exercise of such notes and warrant, which approval included the transactions contemplated by the August 2013 Financing. | ||||||||||||||||||||
In October 2013, the Company sold and issued the Temasek Bridge Note in exchange 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% quarterly from the October 4, 2013 date of issuance. The Temasek Bridge Note was cancelled on October 16, 2013 as payment for Temasek’s purchase of Tranche I Notes in the first tranche of the August 2013 Financing as further described below. | ||||||||||||||||||||
In October 2013, the Company amended the August 2013 SPA to include Fidelity Entities in the first tranche of the August 2013 Financing with an investment amount of $7.6 million, and to proportionally increase the amount acquired by exchange and cancellation of outstanding Total Notes held by Total in connection with its exercise of pro rata rights up 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 first tranche of the August 2013 Financing, issuing a total of $51.8 million in 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 and the remaining $9.2 million from the exchange and cancellation of an outstanding Total Note. As a result of the exchange and cancellation of the $35.0 million Temasek Bridge Note and the $9.2 million Total Note for the Tranche I Notes, the Company recorded a loss from extinguishment of debt of $19.9 million. 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, which represents a 15% discount to a trailing 60-day weighted-average closing price of the common stock on The NASDAQ Stock Market (or NASDAQ) through August 7, 2013, 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) (i) a specified Company manufacturing plant failed to achieve a total production of 1.0 million liters within a run period of 45 days prior to June 30, 2014, or (ii) the Company fails to achieve gross margins from product sales of at least 5% prior to June 30, 2014, or (b) 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. In 2013, the Company achieved a total production of 1.0 million liters within a run period of 45 days in satisfaction of clause (a)(i) of the preceding sentence and the Company achieved clause (a)(ii) by achieving 8% gross margins from product sales prior to June 30, 2014. 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. | ||||||||||||||||||||
In January 2014, the Company sold and issued, for face value, approximately $34.0 million of convertible promissory notes in the second tranche of the August 2013 Financing (or the Tranche II Notes). At the closing, Temasek purchased $25.0 million of the Tranche II Notes and Wolverine Asset Management, LLC (or Wolverine) purchased $3.0 million of the Tranche II Notes, each for cash. Total purchased approximately $6.0 million of the Tranche II Notes through cancellation of the same amount of principal of previously outstanding Replacement Notes held by Total. As a result of the exchange and cancellation of the $6.0 million Total Note for the Tranche II Notes, the Company recorded a loss from extinguishment of debt of $9.4 million. The Tranche II Notes will be due sixty months from the date of issuance and will be convertible into shares of common stock at a conversion price equal to $2.87 per share, which represents a trailing 60-day weighted-average closing price of the common stock on NASDAQ through August 7, 2013, subject to adjustment as described below. Specifically, the Tranche II Notes are 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 will accrue 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 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 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. | ||||||||||||||||||||
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. | ||||||||||||||||||||
As of December 31, 2014 and 2013, the amounts outstanding under the Tranche I and Tranche II Notes were $49.2 million and $37.9 million, respectively, net of debt discount of $30.7 million and $6.3 million, respectively. The debt discount is the result of the bifurcation of the conversion options that contain "make-whole" provision or down round conversion price adjustment provisions associated with the outstanding debt. | ||||||||||||||||||||
Rule 144A Convertible Notes Sold to Related Parties | ||||||||||||||||||||
As discussed above under “Rule 144A Convertible Note Offering”, the Company sold and issued $75.0 million aggregate principal amount of 144A Notes pursuant to Rule 144A of the Securities Act. In connection with obtaining a waiver from one of its existing investors, Total, of its preexisting contractual right to exchange certain senior secured convertible notes previously issued by Amyris pursuant to the Total Purchase Agreement for 144A Notes issued in the transaction, Amyris used approximately $9.7 million of the net proceeds to repay such amount of previously issued Replacement Notes held by Total, which represented the amount of 144A Notes purchased by Total from the Initial Purchaser under the 144A Offering. As a result of the settlement of the $9.7 million of Replacement Notes, the Company recorded a loss from extinguishment of debt of $1.1 million in the year ended December 31, 2014. | ||||||||||||||||||||
Additionally, Foris Ventures, LLC (a fund affiliated with John Doerr, a director of the Company) and Temasek each participated in the 144A Offering and purchased $5.0 million and $10.0 million, respectively, of the convertible promissory notes sold thereunder. | ||||||||||||||||||||
As of December 31, 2014 the related party convertible notes outstanding under the 144A Notes were $14.9 million, net of discount of $9.8 million. | ||||||||||||||||||||
As of December 31, 2014 and 2013, the total related party convertible notes outstanding were $115.2 million and $89.5 million, respectively, net of discount of $53.8 million and $23.9 million, respectively. For the years ended December 31, 2014, 2013 and 2012, the Company recorded a loss from extinguishment of debt from the exchange and cancellation of related party convertible notes of $10.5 million, $19.9 million, and $0.9 million, respectively. | ||||||||||||||||||||
Loans Payable | ||||||||||||||||||||
In July 2012, the Company entered into a Note of Bank Credit and a Fiduciary Conveyance of Movable Goods Agreement (together, the July 2012 Bank Agreements) with each of Nossa Caixa Desenvolvimento (or Nossa Caixa) and Banco Pine S.A. (or 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$25.6 million based on the exchange rate as of December 31, 2014). 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$19.6 million based on the exchange rate as of December 31, 2014) 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 has been required to pay equal monthly installments of both principal and interest for the remainder of the term of the loans. As of December 31, 2014 and 2013, a principal amount of $18.6 million and $22.2 million, respectively, was outstanding under these loan agreements. | ||||||||||||||||||||
In March 2013, the Company entered into an export financing agreement with Banco ABC Brasil S.A. (or ABC) for approximately $2.5 million to fund exports through March 2014. This loan was collateralized by future exports from the Company's subsidiary in Brazil. As of December 31, 2014 and 2013, the principal amount outstanding under this agreement was zero and $2.5 million, respectively. In March 2014, the Company entered into an additional export financing agreement with ABC for approximately $2.2 million to fund exports through March 2015. This loan is collateralized by future exports from the Company's subsidiary in Brazil. As of December 31, 2014, the principal amount outstanding under this agreement was $2.2 million The Company is also a parent guarantor for the payment of the outstanding balance under these loan agreements. | ||||||||||||||||||||
In October 2013, the Company had a financing arrangement with a third party for the monthly payments of its insurance premiums of $0.6 million payable in nine monthly installments of principal and interest. Interest accrues at a rate of 3.24% per annum. The loan was settled in 2014. In October 2014, the Company entered into another financing arrangement amounting to $0.6 million to pay for the current insurance premiums under the same terms. As of December 31, 2014 and 2013, the outstanding unpaid loan balance was $0.3 million and $0.4 million, respectively. | ||||||||||||||||||||
In February 2014, the Company borrowed $0.2 million from a third party lender to pay for the Company's consolidated VIE's current insurance premiums. The loan is payable in ten monthly installments of principal and interest. Interest accrues at a rate of 5.95% per annum. As of December 31, 2014, the outstanding loan was fully paid. | ||||||||||||||||||||
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 $1.0 million and $0.9 million as restricted cash as of December 31, 2014 and 2013. | ||||||||||||||||||||
Future minimum payments under the debt agreements as of December 31, 2014 are as follows (in thousands): | ||||||||||||||||||||
Years ending December 31: | Related Party Convertible Debt | Convertible Debt | Loans | Credit Facility | Total | |||||||||||||||
Payable | ||||||||||||||||||||
2015 | $ | 1,610 | $ | 4,029 | $ | 5,957 | $ | 14,986 | $ | 26,582 | ||||||||||
2016 | 1,605 | 4,020 | 3,263 | 19,885 | 28,773 | |||||||||||||||
2017 | 70,126 | 28,715 | 3,128 | 7,451 | 109,420 | |||||||||||||||
2018 | 74,486 | 15,685 | 2,995 | 391 | 93,557 | |||||||||||||||
2019 | 75,825 | 56,798 | 2,862 | 107 | 135,592 | |||||||||||||||
Thereafter | — | — | 6,780 | — | 6,780 | |||||||||||||||
Total future minimum payments | 223,652 | 109,247 | 24,985 | 42,820 | 400,704 | |||||||||||||||
Less: amount representing interest(1) | (108,413 | ) | (48,829 | ) | (3,888 | ) | (7,113 | ) | (168,243 | ) | ||||||||||
Present value of minimum debt payments | 115,239 | 60,418 | 21,097 | 35,707 | 232,461 | |||||||||||||||
Less: current portion | — | — | (4,987 | ) | (12,113 | ) | (17,100 | ) | ||||||||||||
Noncurrent portion of debt | $ | 115,239 | $ | 60,418 | $ | 16,110 | $ | 23,594 | $ | 215,361 | ||||||||||
______________ | ||||||||||||||||||||
-1 | Including debt discount of $80.2 million related to the embedded derivative associated with the related party and non-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, 2014 | ||||||||||||
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 non-cancellable 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 as straight-line rent expense over the lease term. The Company has non-cancellable 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 $5.4 million, $4.8 million and $4.9 million, for the years ended December 31, 2014, 2013 and 2012, 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 $0.3 million and $1.2 million during the years ended December 31, 2014 and 2013, 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 (or 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 Tonon 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, 2014, are as follows (in thousands): | ||||||||||||
Years ending December 31: | Capital | Operating | Total Lease Obligations | |||||||||
Leases | Leases | |||||||||||
2015 | $ | 580 | $ | 6,694 | $ | 7,274 | ||||||
2016 | 265 | 6,564 | 6,829 | |||||||||
2017 | 25 | 6,565 | 6,590 | |||||||||
2018 | — | 6,653 | 6,653 | |||||||||
2019 | — | 6,791 | 6,791 | |||||||||
Thereafter | — | 25,346 | 25,346 | |||||||||
Total future minimum lease payments | 870 | $ | 58,613 | $ | 59,483 | |||||||
Less: amount representing interest | (54 | ) | ||||||||||
Present value of minimum lease payments | 816 | |||||||||||
Less: current portion | (541 | ) | ||||||||||
Long-term portion | $ | 275 | ||||||||||
Guarantor Arrangements | ||||||||||||
The Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or directors are serving in their official capacities. The indemnification period remains enforceable 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 payments. 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, 2014 and 2013. | ||||||||||||
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$2.3 million based on the exchange rate as of December 31, 2014). | ||||||||||||
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$9.4 million based on the exchange rate as of December 31, 2014). 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 $0.6 million restricted cash as of both December 31, 2014 and 2013. | ||||||||||||
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$25.6 million based on the exchange rate as of December 31, 2014). 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 with ABC for approximately $2.5 million for a one-year term to fund exports through March 2014. As of December 30, 2014, the loan was fully paid. The Company entered into another export financing agreement with the same bank for approximately $2.2 million for a one year term to fund exports through March 2015. This loan is collateralized by future exports from Amyris Brazil. The Company is also a parent guarantor for the payment of the outstanding balance under these loan agreements. | ||||||||||||
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, 2014) 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 (or 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 (or 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 Total Purchase Agreement. The Security Agreement provided that such security interest would terminate if Total and the Company entered into certain agreements relating to the formation of the Fuels JV. In connection with Total's agreement 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 issued pursuant to the Total Purchase Agreement and held by Total (or 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 entered into the JV Documents on or prior to December 2, 2013. The Company and Total entered into the JV agreements on December 2, 2013 and the Amendment Agreement and all security interests thereunder were automatically terminated and the conversion price of the Total Securities remained at $7.0682 per share. | ||||||||||||
In December 2013, in connection with the execution of JV Documents entered into by and among Company, Total and JVCO relating to the establishment of the JVCO (see Note 5, "Debt" and Note 7, "Joint Ventures and Noncontrolling Interest"), the Company agreed to exchange the $69.0 million outstanding Total unsecured convertible notes issued pursuant to the Total Purchase Agreement and issued 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 the Company's rights, title and interest in and to the Company's shares in the capital of the JVCO. Following execution of the JV Documents, all notes that have been issued became senior secured convertible notes. Further, the $10.85 million in principal amount of such notes issued in the initial tranche of the third closing under the Total Purchase Agreement in July 2014 and the notes issued in connection with the second tranche of the third closing (up to $10.85 million in principal amount issued in January 2015) are senior secured convertible notes instead of senior unsecured convertible notes. | ||||||||||||
The Hercules Loan Facility (see Note 5, "Debt") is collateralized by liens on the Company's assets, including certain Company intellectual property. | ||||||||||||
Purchase Obligations | ||||||||||||
As of December 31, 2014, the Company had $2.9 million in purchase obligations which included $1.6 million in non-cancellable contractual obligations and construction commitments, of which zero 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 reasonably 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 plaintiffs declined to amend their complaint further and, on June 12, 2014, the court issued an order (based on stipulation of the parties) dismissing the action with prejudice. | ||||||||||||
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 were related and were heard by the same judge. On June 23, 2014, following the dismissal of the related class action (discussed above), the court issued an order (based on stipulation of the parties) dismissing the action with prejudice. | ||||||||||||
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 reasonable assurance and therefore an estimate of all the reasonably possible losses cannot be determined at this time. 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 Joint Ventures and Noncontrolling Interest (Notes) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Statement of Financial Position [Abstract] | ||||||||
Joint Ventures and Noncontrolling Interest [Text Block] | Joint Ventures and Noncontrolling Interest | |||||||
Novvi LLC | ||||||||
In September 2011, the Company and Cosan US, Inc. (or Cosan U.S.) formed Novvi LLC (or Novvi), a U.S. entity that is jointly owned by the Company and Cosan U.S. . 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 (or the Operating Agreement), which sets forth the governance procedures for Novvi and the parties' initial contribution. The Company also entered into an IP License Agreement with Novvi (or 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. each own 50% of Novvi and each party shares 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. was obligated to fund its 50% ownership share of Novvi in cash in the amount of $10.0 million and the Company was 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 Cosan U.S. and Amyris agreed was 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. | ||||||||
In April 2014, the Company purchased additional Membership Units of Novvi for an aggregate purchase price of $0.2 million. Also in April 2014, the Company contributed $2.1 million in cash in exchange for receiving additional Membership Units in Novvi. Each member owns 50% of Novvi's issued and outstanding Membership Units. | ||||||||
In September 2014, the Company and Cosan U.S. entered into a member senior loan agreement to grant Novvi a loan amounting to approximately $3.7 million. The loan is due on September 1, 2017 and bears interest at a rate of 0.36% per annum. Interest accrues daily and will be due and payable in arrears on September 1, 2017. The Company and Cosan U.S. each agreed to provide 50% of the loan. The Company's share of approximately $1.8 million was disbursed in two installments. The first installment of $1.2 million was made in September 2014 and the second installment of $0.6 million was made in October 2014. In November 2014, the Company and Cosan U.S. entered into a second member senior loan agreement to grant Novvi a loan of approximately $1.9 million. The loan is due on November 10, 2017 and bears interest at a rate of 0.36% per annum. Interest accrues daily and will be due and payable in arrears on November 10, 2017. The Company and Cosan U.S. each agreed to provide 50% of the loan. The Company disbursed its share of approximately $1.0 million in November 2014. As of December 31, 2014 total loans to Novvi were $1.7 million, net of imputation of interest of $1.0 million as result of the below market interest rate on the loan to affiliate. | ||||||||
The following table is a reconciliation of our equity and loans in Novvi: | ||||||||
December 31, | ||||||||
(In thousands) | 2014 | 2013 | ||||||
Balance at January 1 | $ | — | $ | — | ||||
Additional investments | 2,312 | 5,000 | ||||||
Deferred gain on investment | — | (5,000 | ) | |||||
Share in net loss of affiliate net of deferred gain on investment | (2,910 | ) | — | |||||
Adjustment on imputation of interest | 1,045 | — | ||||||
Loan to affiliate | 1,745 | — | ||||||
Balance at December 31 | $ | 2,192 | $ | — | ||||
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 “Loss from investment in affiliate” in the consolidated statements of operations. For the years ended December 31, 2014 and 2013, the Company recorded $2.9 million and zero for its share of Novvi's net loss. The carrying amount of the Company's investment in Novvi as of December 31, 2014 was reduced to zero by its share in Novvi's loss. The Company recorded no amounts of its share of Novvi's net loss in December 31, 2013 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. Refer to Note 13, "Related Party Transactions" for details of other transactions between the Company and Novvi. | ||||||||
Total Amyris BioSolutions B.V. | ||||||||
In November 2013, the Company and Total formed 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 (or a “Go Decision”), (ii) Total elects to not continue its participation in the R&D Program and JVCO (or 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 of JVCO 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"). | ||||||||
JVCO has an initial capitalization of €0.1 million (approximately US$0.1 million based on the exchange rate as of December 31, 2014). 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 “Loss from investment in affiliate” in the consolidated statements of operations. Following a Go Decision, no later than six months prior to July 31, 2016, the Company and Total are required to 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, to 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. | ||||||||
SMA Indústria Química S.A. | ||||||||
In April 2010, the Company established SMA, a joint venture with São Martinho, to build a production facility in Brazil. SMA is located at the São Martinho 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 São Martinho 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 to fund the construction costs of the new facility and São Martinho would reimburse the Company up to R$61.8 million (approximately US$23.3 million based on the exchange rate as of December 31, 2014) of the construction costs after SMA commences production. After commercialization, the Company would market and distribute Amyris renewable products produced by SMA and São Martinho 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 São Martinho 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 São Martinho’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 São Martinho, then São Martinho has the right to acquire the Company’s interest in SMA. If São Martinho becomes controlled, directly or indirectly, by a competitor of the Company, then the Company has the right to sell its interest in SMA to São Martinho. 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 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 São Martinho’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 2013 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 São Martinho which updated and documented 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 no later than March 31, 2017, and (ii) the extension of an option held by São Martinho 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. | ||||||||
Glycotech | ||||||||
In January 2011, the Company entered into a production services agreement with Glycotech, Inc. (or the Glycotech Agreement), 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 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 Glycotech Agreement. Accordingly, the Company consolidates the financial results of Glycotech. As of December 31, 2014 and 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, 2014, the assets include $19.0 million in property, plant and equipment, $3.4 million in other assets and $0.4 million in current assets. The liabilities include $0.2 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) | 2014 | 2013 | ||||||
Assets | $ | 22,812 | $ | 25,730 | ||||
Liabilities | $ | 290 | $ | 229 | ||||
The change in noncontrolling interest for the years ended December 31, 2014 and 2013 is summarized below (in thousands): | ||||||||
2014 | 2013 | |||||||
Balance at January 1 | $ | (584 | ) | $ | (877 | ) | ||
Foreign currency translation adjustment | 92 | 89 | ||||||
Net income (loss) attributable to noncontrolling interest | (119 | ) | 204 | |||||
Balance at December 31 | $ | (611 | ) | $ | (584 | ) |
Significant_Agreements
Significant Agreements | 12 Months Ended | |
Dec. 31, 2014 | ||
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 (or the Collaboration Agreement) with Total Gas & Power USA Biotech, Inc., an affiliate of Total S.A. 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 multiphase 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 has also seconded employees at Amyris to work on the projects under the Collaboration Agreement. 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. | ||
In November 2011, the Company and Total entered into an amendment of the Technology License, Development, Research and Collaboration Agreement (or 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, provided a new structure for 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 (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 Total 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 an aggregate of $105.0 million in notes (the Notes) (see Note 5, "Debt"). 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 Total. | ||
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 with a principal 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 with a principal 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 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 April 2014, the Company and Total entered into the March 2014 Total Letter Agreement to amend the Amended and Restated Master Framework Agreement entered into as of December 2, 2013 (included as part of JV Documents, as defined below) and the Total Purchase Agreement. Under the March 2014 Total Letter Agreement, the Company agreed to, (i) amend the conversion price of the convertible notes to be issued in the third closing under the Total Purchase Agreement from $7.0682 to $4.11 subject to stockholder approval at the Company's 2014 annual meeting (which was obtained in May 2014), (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 the Company shall have raised $75.0 million of equity and/or 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 third closing sale, and (iv) beginning on March 31, 2014, 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 third closing notes if it had decided not to proceed with the collaboration and had made a "No-Go" decision with respect thereto. | ||
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. | ||
In February 2014, the Company entered into an amendment to the joint development and license agreement with the collaboration partner noted in the preceding paragraph to proceed with the second phase of the collaboration and the development of a certain fragrance ingredient. | ||
The Company recognized collaboration revenue for the years ended December 31, 2014 and 2013, of $2.5 million and $6.0 million, respectively under this agreement. As of December 31, 2014 and 2013, zero and $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 agreement, the collaboration partner was to fund technical development at the Company to produce an ingredient for the flavors and fragrances market. The Company agreed to manufacture the ingredient and the collaboration partner would market it, and the parties would share in any resulting economic value. The agreement also grants exclusive worldwide flavors and fragrances 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. The Company concluded that these milestone payments are substantive. All performance milestones under this agreement were achieved in 2013. Collaboration revenues of $2.0 million were recognized in each of the years ended December 31, 2013 and 2012. | ||
In March 2013, the Company entered into a Master Collaboration Agreement (or March 2013 Agreement) with the collaboration partner to establish a collaboration arrangement for the development and commercialization of multiple renewable flavors and fragrances 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 flavors and fragrances products in exchange for research and development funding and a profit sharing arrangement. The agreement superseded and expanded the prior collaboration agreement between the Company and the collaboration partner. | ||
The agreement provided for 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 in March 2013 and the second payment was received in March 2014. The Company recognized collaboration revenues under the Master Collaboration Agreement with the collaboration partner for the years ended December 31, 2014 and 2013, of $10.0 million and $7.9 million, respectively. The agreement contemplated 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 December 2014, the Company achieved the first performance milestone under the Master Collaboration Agreement and recognized collaboration revenues of $2.0 million for the year ended December 31, 2014. | ||
In addition, the Master Collaboration Agreement contemplated 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 March 2013 Agreement, the parties agreed to jointly select target compounds, subject to final approval of compound specifications by the collaboration partner. During the development phase, the Company would be required to provide labor, intellectual property and technology infrastructure and the collaboration partner would be required to contribute downstream polishing expertise and market access. The March 2013 Agreement provided that the Company would own research and development and strain engineering intellectual property, and the collaboration partner would own blending and, if applicable, chemical conversion intellectual property. Under certain circumstances such as the Company's insolvency, the collaboration partner would gain expanded access to the Company's intellectual property. Following development of flavors and fragrances compounds under the March 2013 Agreement, the March 2013 Agreement contemplated that the Company would manufacture the initial target molecules for the compounds and the collaboration partner will perform any required downstream polishing and distribution, sales and marketing. | ||
In September 2014, the Company entered into a supply agreement with the collaboration partner to provide target compounds to make certain finished ingredient and market and sell such finished ingredient and/or products to the flavors and fragrances market. The Company recognized revenues from product sales under this agreement of $8.2 million for the year ended December 31, 2014. | ||
Collaboration Agreement Michelin and Braskem | ||
In September 2011, the Company entered into a collaboration agreement with Michelin. Under the terms of the September 2011 collaboration agreement, the Company and Michelin agreed to 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. | ||
In June 2014, the Company entered into a collaboration agreement with Braskem and Michelin to collaborate to develop the technology to produce and possibly commercialize renewable isoprene. The term of the collaboration agreement commenced on June 30, 2014 and will continue, unless earlier terminated in accordance with the agreement, until the first to occur of (i) the date that is three (3) years following the actual date on which a work plan is completed, which date is estimated to occur on or about December 30, 2020 or (ii) the date of the commencement of commissioning of a production plant for the production of renewable isoprene. The June 2014 collaboration agreement terminated and supersedes the September 2011 collaboration agreement with Michelin, and as a result of the signing of the June 2014 collaboration agreement, the upfront payment by Michelin of $5.0 million is being rolled into the new collaboration agreement between Michelin, Braskem and the Company as Michelin's collaboration funding towards the research and development activities to be performed. As of December 31, 2014, the Company accrued a total contribution from Braskem to the collaboration of $4.0 million, of which $2.0 million was received in July 2014 and $2.0 million was received in January 2015. | ||
The Company recognized collaboration revenues for the year ended December 31, 2014, of $0.9 million under this agreement. As of December 31, 2014 and 2013, $8.1 million and $5.0 million of deferred revenues were recorded in the consolidated balance sheet related to these agreements. | ||
Kuraray Collaboration Agreement and Securities Purchase Agreement | ||
In March 2014, the Company entered into the Second Amended and Restated Collaboration Agreement with Kuraray Co., Ltd (or Kuraray) in order to extend the term of the original agreement dated July 21, 2011 for an additional two years and add additional fields and products to the scope of development. In consideration for the Company’s agreement to extend the term of the original collaboration agreement and add additional fields and products, Kuraray will pay the Company $4.0 million in two equal installments of $2.0 million. The first installment was paid on April 30, 2014 and the second installment is due on April 30, 2015. In connection with the collaboration agreement, Kuraray signed a Securities Purchase Agreement in March 2014 to purchase 943,396 shares of the Company's common stock at a price per share of $4.24 per share. The Company issued 943,396 shares of its common stock at a price per share of $4.24 in April 2014 for aggregate cash proceeds of $4.0 million. | ||
The Company recognized collaboration revenue for the year ended December 31, 2014, of $0.9 million under this agreement. | ||
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 $40.4 million related to the write-off of $10.0 million in facility modification costs and the recognition of $30.4 million of fixed purchase commitments for the year ended December 31, 2012. 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 property, plant and equipment of $5.5 million related to Amyris-owned production equipment at contract manufacturing facilities in the year ended December 31, 2012. | ||
Total loss on purchase commitments and write-off of property, plant and equipment for the years ended December 31, 2014, 2013 and 2012, were $1.8 million, $9.4 million and $45.9 million, respectively. | ||
Tate & Lyle | ||
In November 2010, the Company entered into a Contract Manufacturing Agreement (or the Contract Manufacturing Agreement) with Tate & Lyle, a USA affiliate of Tate & Lyle PLC. Tate & Lyle commenced production operations in the fourth quarter of 2011. | ||
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 has 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, for the year ended December 31, 2013 the Company recorded a loss of $8.4 million which is included in the loss on purchase commitments and write-off of property, plant and equipment 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, 2014, the Company had no outstanding liability under the Termination Agreement. | ||
Tonon Bioenergia (formerly known as Paraíso Bioenergia) | ||
In March 2011, the Company entered into a supply agreement with Tonon, 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 facility to produce its products and Tonon 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 land owned by Tonon. 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 Tonon 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 Tonon to the Company under the lease agreement. | ||
Albemarle | ||
In July 2011, the Company entered into a contract manufacturing agreement with Albemarle Corporation (or Albemarle), to provide toll manufacturing services at its facility in Orangeburg, South Carolina. Under this agreement, Albemarle agreed to manufacture lubricant base oils from Biofene, to be owned and distributed by the Company or a Company-designated commercial partner. The initial term of this agreement was 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 were to 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 agreed to pay a one-time, non-refundable performance bonus of $5.0 million if Albemarle delivered to the Company certain quantity of the lubricant base stock by December 31, 2011 or $2.0 million if Albemarle delivered 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 for the final bonus payment 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, 2014, the Company has no outstanding liability payable to Albermarle. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||
Goodwill and Intangible Assets | Goodwill and Intangible Assets | |||||||||||||||||||||
The following table presents the components of the Company's goodwill and intangible assets (in thousands): | ||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||
Useful Life in Years | Gross Carrying Amount | Accumulated Amortization and impairment | Net Carrying Value | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | ||||||||||||||||
In-process research and development | Indefinite | $ | 8,560 | $ | (3,035 | ) | $ | 5,525 | $ | 8,560 | $ | — | $ | 8,560 | ||||||||
Acquired licenses and permits | 2 | 772 | (772 | ) | — | 772 | (772 | ) | — | |||||||||||||
Goodwill | Indefinite | 560 | — | 560 | 560 | — | 560 | |||||||||||||||
$ | 9,892 | $ | (3,807 | ) | $ | 6,085 | $ | 9,892 | $ | (772 | ) | $ | 9,120 | |||||||||
The following table presents the activity of goodwill and intangible assets for the year ended December 31, 2014 (in thousands): | ||||||||||||||||||||||
31-Dec-13 | 31-Dec-14 | |||||||||||||||||||||
Net Carrying Value | Additions | Impairment | Amortization | Net Carrying Value | ||||||||||||||||||
In-process research and development | $ | 8,560 | $ | — | $ | (3,035 | ) | $ | — | $ | 5,525 | |||||||||||
Acquired licenses and permits | — | — | — | — | — | |||||||||||||||||
Goodwill | 560 | — | — | — | 560 | |||||||||||||||||
$ | 9,120 | $ | — | $ | (3,035 | ) | $ | — | $ | 6,085 | ||||||||||||
The intangible assets acquired through the Draths acquisition in October 2011 of in-process research and development (IPR&D)of $8.6 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. During the fourth quarter of 2014, the Company updated its ongoing analysis of the technical and commercial viability of the IPR&D. The complex scientific and significant funding requirements of certain potential products, caused the Company to re-focus its research and development efforts on a narrower range of potential products. As a result of the change in strategy, the forecast discounted future cash flows of the IPR&D were updated. As a result of our assessment using the estimated discounted future cash flows of the IPR&D, we recorded an impairment to the value of the IPR&D assets for the years ended December 31, 2014 and 2013, of $3.0 million and zero, respectively. The impairment charge is recognized in "Impairment of intangible assets" in the consolidated statements of operations. | ||||||||||||||||||||||
Acquired licenses and permits are amortized using a straight-line method over its estimated useful life. Amortization expense for this intangible was zero, $32,000 and $0.4 million for the year ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, acquired licenses and permits were fully amortized. | ||||||||||||||||||||||
The Company has a single reportable segment (see Note 15, Reporting Segments" for further details). Consequently, all of the Company's goodwill is attributable to the single reportable segment. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity |
Private Placement | |
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. | |
April 2014 Private Placement | |
In April 2014, the Company completed a private placement of 943,396 shares of its common stock at a price of $4.24 per share for aggregate proceeds of $4.0 million (see Note 8, "Significant Agreements"). | |
Evergreen Shares for 2010 Equity Plan and 2010 ESPP | |
In January 2014, 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 3,833,141 and 766,628, respectively. These increases equal to 5% and 1%, respectively of 76,662,812 shares, the total outstanding shares of the Company’s common stock as of December 31, 2013. This automatic increase was effective as of January 1, 2014. 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 April 14, 2014 (Registration No. 333-195259) with respect to the shares added by the automatic increase on January 1, 2014. | |
Common Stock | |
As of December 31, 2014 and 2013, the Company was authorized to issue 300,000,000 and 200,000,000 shares of common stock, respectively, pursuant to the Company’s certificate of incorporation, as amended and restated (in May 2014, the Company filed an amended and restated certificate of incorporation to increase the shares of common stock authorized by the Company from 200,000,000 to 300,000,000 in connection with the approval by the Company's stockholders at the Company's 2014 annual meeting of stockholders). Holders of the Company’s common stock are entitled to dividends as and when declared by the Board, 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 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. As of December 31, 2014 and December 31, 2013, the Company had zero shares of 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, amortizing them 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, 2014. | |
In October 2013, in connection with the issuance of the Tranche I Notes (see Note 5, "Debt"), the Company issued to Temasek 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 Tranche I Notes. 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% and zero expected dividend yield. These warrants remain unexercised and outstanding as of December 31, 2014. | |
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, 2014 and 2013, no warrants were exercised through the cashless exercise provision. | |
As of both December 31, 2014 and 2013, the Company had 1,021,087 of unexercised common stock warrants. |
StockBased_Compensation_Plans
Stock-Based Compensation Plans | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
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 1,923,593 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, 2014 and 2013, options to purchase 8,692,818 and 6,334,836 shares, respectively, of the Company's common stock granted from the 2010 Equity Plan were outstanding. As of December 31, 2014 and 2013, 5,133,576 and 4,351,596 shares, respectively, 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, 2014 and 2013 had a weighted-average exercise price of approximately $5.72 per share and $7.04 per share, respectively. | ||||||||||||||||
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 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. The options generally vested over 5 years. | ||||||||||||||||
As of December 31, 2014 and 2013, options to purchase 1,787,160 and 2,014,769 shares, respectively, 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, 2014 and 2013 had a weighted-average exercise price of approximately $8.04 per share and $8.59 per share, respectively. | ||||||||||||||||
2010 Employee Stock Purchase Plan | ||||||||||||||||
The 2010 Employee Stock Purchase Plan (or 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. 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, 2014 and 2013, 352,816 and 472,039 shares, respectively, of the Company's common stock were purchased under the 2010 ESPP. At December 31, 2014 and 2013, 815,569 and 401,757 shares, respectively, 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, 2014 was as follows: | ||||||||||||||||
Number | Weighted- | Weighted-Average | Aggregate | |||||||||||||
Outstanding | Average | Remaining | Intrinsic | |||||||||||||
Exercise | Contractual | Value | ||||||||||||||
Price | Life (Years) | |||||||||||||||
(in thousands) | ||||||||||||||||
Outstanding - December 31, 2013 | 8,409,605 | $ | 7.39 | 7.4 | $ | 12,393 | ||||||||||
Options granted | 3,723,791 | $ | 3.48 | |||||||||||||
Options exercised | (426,674 | ) | $ | 3.13 | ||||||||||||
Options cancelled | (1,166,744 | ) | $ | 8.12 | ||||||||||||
Outstanding - December 31, 2014 | 10,539,978 | $ | 6.1 | 7.22 | $ | 50 | ||||||||||
Vested and expected to vest after December 31, 2014 | 9,809,190 | $ | 6.29 | 7.1 | $ | 50 | ||||||||||
Exercisable at December 31, 2014 | 5,067,030 | $ | 8.48 | 5.75 | $ | 50 | ||||||||||
The aggregate intrinsic value of options exercised under all option plans was $0.6 million, $0.6 million and $2.7 million for the years ended December 31, 2014, 2013 and 2012, respectively, determined as of the date of option exercise. | ||||||||||||||||
The Company’s restricted stock units (or RSUs) and restricted stock activity and related information for the year ended December 31, 2014 was as follows: | ||||||||||||||||
RSUs | Weighted-Average Grant-Date Fair Value | Weighted Average Remaining Contractual Life (Years) | ||||||||||||||
Outstanding - December 31, 2013 | 2,316,437 | $ | 4.3 | 0.88 | ||||||||||||
Awarded | 1,083,300 | $ | 3.51 | — | ||||||||||||
Vested | (1,246,673 | ) | $ | 4.55 | — | |||||||||||
Forfeited | (177,561 | ) | $ | 3.24 | — | |||||||||||
Outstanding - December 31, 2014 | 1,975,503 | $ | 3.59 | 0.93 | ||||||||||||
Expected to vest after December 31, 2014 | 1,779,174 | $ | 3.59 | 0.87 | ||||||||||||
The following table summarizes information about stock options outstanding as of December 31, 2014: | ||||||||||||||||
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—$2.79 | 1,540,022 | 7.71 | $ | 2.64 | 782,168 | $ | 2.59 | |||||||||
$2.81—$2.94 | 1,056,280 | 6.76 | $ | 2.88 | 428,958 | $ | 2.88 | |||||||||
$2.96—$3.37 | 1,152,334 | 8.6 | $ | 3.09 | 384,611 | $ | 3.07 | |||||||||
$3.44—$3.44 | 99,450 | 9.11 | $ | 3.44 | — | $ | — | |||||||||
$3.51—$3.51 | 2,298,097 | 9.03 | $ | 3.51 | — | $ | — | |||||||||
$3.55—$3.86 | 1,087,193 | 7.84 | $ | 3.83 | 541,143 | $ | 3.84 | |||||||||
$3.93—$4.31 | 1,391,698 | 4.29 | $ | 4.06 | 1,225,393 | $ | 4.07 | |||||||||
$4.35—$20.41 | 1,403,842 | 5.63 | $ | 15.45 | 1,265,133 | $ | 15.55 | |||||||||
$24.20—$26.84 | 451,062 | 6.15 | $ | 26.41 | 379,624 | $ | 26.37 | |||||||||
$30.17—$30.17 | 60,000 | 6.2 | $ | 30.17 | 60,000 | $ | 30.17 | |||||||||
$0.10—$30.17 | 10,539,978 | 7.22 | $ | 6.1 | 5,067,030 | $ | 8.48 | |||||||||
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, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Research and development | $ | 3,508 | $ | 4,281 | $ | 6,451 | ||||||||||
Sales, general and administrative | 10,597 | 13,766 | 21,022 | |||||||||||||
Total stock-based compensation expense | $ | 14,105 | $ | 18,047 | $ | 27,473 | ||||||||||
Employee Stock–Based Compensation | ||||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, the Company granted options to purchase 3,683,791 shares, 2,849,919 shares, and 3,589,593 shares of its common stock, respectively, to employees with weighted-average grant date fair values of $2.31, $1.98, and $2.28 per share, respectively. Compensation expense of $10.1 million, $13.1 million, and $20.2 million was recorded for the years ended December 31, 2014, 2013 and 2012, respectively, for stock-based options granted to employees. As of December 31, 2014, 2013 and 2012, there were unrecognized compensation costs of $11.4 million, $15.0 million, and $51.2 million, respectively, related to these stock options. The Company expects to recognize those costs over a weighted-average period of 2.8 years and 2.7 years as of December 31, 2014 and 2013, respectively. 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, 2014, 2013 and 2012, 1,083,300, 1,222,250 and 2,956,900 of restricted stock units, respectively, were granted to employees with a weighted-average service-inception date fair value of $3.51, $2.85 and $3.46 per unit, respectively. The Company recognized a total of $3.3 million, $4.1 million and $6.3 million, respectively, in December 31, 2014, 2013 and 2012 in stock-based compensation expense for restricted stock units granted to employees. As of December 31, 2014, 2013 and 2012, there were unrecognized compensation costs of $3.6 million, $3.6 million and $7.8 million, respectively, related to these restricted stock units. | ||||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, the Company also recognized stock-based compensation expense related to its 2010 ESPP of $0.5 million, $0.6 million, and $0.8 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, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Research and development | $ | 3,504 | $ | 4,278 | $ | 6,442 | ||||||||||
Sales, general and administrative | 10,381 | 13,453 | 20,887 | |||||||||||||
Total stock-based compensation expense | $ | 13,885 | $ | 17,731 | $ | 27,329 | ||||||||||
Employee stock-based compensation expense recognized for the years ended December 31, 2014, 2013 and 2012 included $0.1 million, $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 zero, 458,424 and 825,523 shares of common stock and extend the exercise period for certain grants in the years ended December 31, 2014, 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 per share, 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. | ||||||||||||||||
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 expense 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, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Expected dividend yield | — | % | — | % | — | % | ||||||||||
Risk-free interest rate | 1.9 | % | 1.4 | % | 1.1 | % | ||||||||||
Expected term (in years) | 6.1 | 6.1 | 6 | |||||||||||||
Expected volatility | 75 | % | 82 | % | 77 | % | ||||||||||
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 options' expected terms. | ||||||||||||||||
Expected Term—Expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company’s assumption about the expected term has been based on that of companies that have similar industry, life cycle, revenues, 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, 2014, 2013 and 2012, the Company granted options to purchase 40,000, 140,000 and 3,000 shares of its common stock, respectively, to nonemployees in exchange for services. Compensation expense of $0.2 million, $0.1 million and $0.1 million was recorded for the years ended December 31, 2014, 2013 and 2012, 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, 2014, 2013 and 2012, zero, zero and 10,000 restricted stock units, respectively, were granted to nonemployees and a total of $0.0 million, $0.1 million and $0.1 million in stock-based compensation expense was recognized by the Company for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||||
The fair value of nonemployee stock options was estimated using the following weighted-average assumptions: | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Expected dividend yield | — | % | — | % | — | % | ||||||||||
Risk-free interest rate | 1.7 | % | 1.3 | % | 1.4 | % | ||||||||||
Expected term (in years) | 5.8 | 4.8 | 7 | |||||||||||||
Expected volatility | 75 | % | 81 | % | 77 | % | ||||||||||
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. |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2014 | |
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 (or IRS) restrictions. Effective January 2014, the Company implemented a discretionary employer match plan whereby the Company matches employee contributions for the year ended December 31, 2014 onwards up to the IRS limit or 90% of compensation, with a minimum one year of service required for vesting. The total matching amount for the year ended December 31, 2014, was $0.4 million. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions |
Letter Agreements with Total | |
In March 2013 and April 2014, respectively, the Company entered into letter agreements with Total that reduced the respective conversion prices of certain convertible promissory notes issuable under the Total Purchase Agreement, as described under “Related Party Convertible Notes” in Note 5, "Debt." | |
Related Party Financings | |
In March 2013, the Company completed a private placement of 1,533,742 shares of its common stock to an existing stockholder, 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. | |
In June 2013, the Company sold and issued a 1.5% Senior Unsecured Convertible Note to Total with a principal 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 with a principal 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. The initial closing of the August 2013 Financing was completed in October 2013 for the sale of approximately $42.6 million of the Tranche I Notes and the second closing of the August 2013 Financing for the sale of approximately $30.4 million of the Tranche II Notes was completed in January 2014 (the Company issued to Temasek $25.0 million of Tranche II Notes for cash and Total purchased approximately $6.0 million of Tranche II 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)). See “Related Party Convertible Notes” in 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 Tranche I Notes in the August 2013 Financing. See "Related Party Convertible Notes" in 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 (i) 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 and (ii) that all notes issued in connection with a third closing under the Total Purchase Agreement will be senior secured convertible notes instead of senior unsecured convertible notes (see "Related Party Convertible Notes" in 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 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"). | |
In April 2014, the Company and Total entered into the March 2014 Total Letter Agreement under which the Company agreed to, (i) amend the conversion price of the convertible notes to be issued in the third closing under the Total Purchase Agreement from $7.0682 per share to $4.11 per share subject to stockholder approval at the Company's 2014 annual meeting (which was obtained in May 2014), (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 the Company shall have raised $75.0 million of equity and/or 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 third closing sale, and (iv) beginning on March 31, 2014, 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 third closing notes if it had decided not to proceed with the collaboration and made a "No-Go" decision with respect thereto. | |
In May 2014, the Company sold and issued 144A Notes pursuant to the 144A Offering. In connection with obtaining a waiver from one of its existing investors, Total, of its preexisting contractual right to exchange certain senior secured convertible notes previously issued by Amyris for new notes issued in the 144A Offering, Amyris used approximately $9.7 million of the net proceeds of the 144A Offering to repay such amount of previously issued notes (representing the amount of notes purchased by Total from the Initial Purchaser under the 144A Offering). Additionally, Foris Ventures, LLC (a fund affiliated with John Doerr) and Temasek each participated in the Rule 144A Convertible Note Offering and purchased $5.0 million and $10.0 million, respectively, of the convertible promissory notes sold thereunder (see "Related Party Convertible Notes" in Note 5, “Debt"). | |
In July 2014 , the Company sold and issued a 1.5% Senior Secured Convertible Note to Total with a principal amount of $10.85 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement as discussed under "Related Party Convertible Notes" in Note 5, "Debt." This sale constituted the initial tranche of the $21.7 million third closing under the Total Purchase Agreement. This convertible note has an initial conversion price equal to $4.11 per share of the Company's common stock. | |
As of December 31, 2014 and 2013, convertible notes with related parties were outstanding in aggregate principal amount of $115.2 million and $89.5 million, respectively, net of debt discount of $53.8 million and $23.9 million, respectively. The Company recorded losses of $10.5 million, $19.9 million and $0.9 million from extinguishment of debt from the settlement, exchange and/or cancellation of related party convertible notes for the years ended December 31, 2014, 2013 and 2012, respectively (see "Related Party Convertible Notes" in Note 5, "Debt" for details). | |
The fair value of derivative liabilities related to the related party convertible notes as of December 31, 2014 and 2013 were $39.8 million and $116.8 million, respectively. The Company recognized a gain from change in fair value of the derivative instruments of $141.2 million for the year ended December 31, 2014, a loss from change in fair value of the derivative instruments of $76.2 million for the year ended December 31, 2013, and a gain from change in fair value of the derivative instruments of $3.1 million for the year ended December 31, 2012, respectively, related to these derivative liabilities (see Note 3, "Fair Value of Financial Instruments"). | |
Related Party Revenues | |
The Company recognized revenues from product sales to Novvi (an equity accounted affiliate) of $0.1 million, $1.1 million and zero for the years ended December 31, 2014, 2013 and 2012, respectively. The Company recognized revenues from research and development activities that it has performed on behalf of Novvi of zero, $2.6 million and zero for the years ended December 31, 2014, 2013 and 2012, respectively. Accounts receivable from Novvi as of December 31, 2014 and 2013, were $0.1 million and $0.3 million, respectively (see Note7, Joint Venture and Noncontrolling Interest" for further details). | |
The Company recognized related party revenue from product sales to Total of $0.6 million, $0.2 million and zero for the years ended December 31, 2014, 2013 and 2012, respectively. The Company recognized related party collaboration revenue from Total of zero, zero and $9.8 million for the years ended December 31, 2014, 2013 and 2012. Related party accounts receivable from Total as of December 31, 2014 and 2013, were $0.3 million and $0.2 million, respectively. | |
Loans to Related Parties | |
See Note 7, "Joint Ventures and Noncontrolling Interest" for details of the Company's loans to its affiliate, Novvi LLC. | |
Joint Venture with Total | |
In November 2013, the Company and Total formed JVCO as discussed above under Note 7, "Joint Venture and Noncontrolling Interest." | |
Pilot Plant Agreements | |
In May 2014, the Company received the final consents necessary for the Pilot Plant Services Agreement (or Pilot Plant Services Agreement) and a Sublease Agreement (or the Sublease Agreement), each dated as of April 4, 2014 (collectively the Pilot Plant Agreements), between the Company and Total. The Pilot Plant Agreements generally have a term of five years. Under the terms of the Pilot Plant Services Agreement, the Company agreed to provide certain fermentation and downstream separations scale-up services and training to Total and receives an aggregate annual fee payable by Total for all services in the amount of up to approximately $0.9 million per annum. Under the Sublease Agreement, the Company receives an annual base rent payable by Total of approximately $0.1 million per annum. As of December 31, 2014, the Company had received $1.0 million in cash under the Pilot Plant Agreements from Total. In connection with these arrangements, a sublease payment of $0.1 million and service fees of $0.7 million were offset against cost and operating expenses for the year ended December 31, 2014. As of December 31, 2014, $0.2 million of cash received under the Pilot Plant Agreements from Total was recorded as "Accrued and other current liabilities" on the consolidated balance sheet. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
For the years ended December 31, 2014 and 2012, the Company recorded a provision from income taxes of $0.5 million and $1.0 million, respectively and for the year ended December 31, 2013, the Company recorded a benefit for income taxes of $0.8 million. The provision for income taxes for the years ended December 31, 2014 and 2012, generally relates to accrued withholding taxes that would be due in connection with the payment of interest on intercompany loans. 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. 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 income (loss) before income taxes, loss from investment in affiliate and noncontrolling interest are as follows for the years ended December 31, 2014, 2013 and 2012 (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
United States | $ | 10,847 | $ | (216,583 | ) | $ | (146,028 | ) | ||||
Foreign | (5,275 | ) | (19,171 | ) | (59,024 | ) | ||||||
Income (loss) before income taxes and loss from investment in affiliate | $ | 5,572 | $ | (235,754 | ) | $ | (205,052 | ) | ||||
The components of the provision for (benefit from) income taxes are as follows for the years ended December 31, 2014, 2013 and 2012 (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | — | — | — | |||||||||
Foreign | 495 | (847 | ) | 981 | ||||||||
Total current provision (benefit) | 495 | (847 | ) | 981 | ||||||||
Deferred: | ||||||||||||
Federal | — | — | ||||||||||
State | — | — | — | |||||||||
Foreign | — | — | — | |||||||||
Total deferred provision (benefit) | — | — | — | |||||||||
Total provision (benefit) for income taxes | $ | 495 | $ | (847 | ) | $ | 981 | |||||
A reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of income (loss) before income taxes is as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Statutory tax rate | (34.0 | )% | (34.0 | )% | (34.0 | )% | ||||||
State tax rate, net of federal benefit | 23.3 | % | (0.7 | )% | (0.3 | )% | ||||||
Stock-based compensation | (2.8 | )% | 0.1 | % | 0.2 | % | ||||||
Federal R&D credit | 31 | % | (0.8 | )% | — | % | ||||||
Derivative liabilities | 541.5 | % | 13.9 | % | 1.3 | % | ||||||
Other | (7.8 | )% | (0.6 | )% | 0.2 | % | ||||||
Foreign losses | 32.3 | % | (1.4 | )% | (5.8 | )% | ||||||
Change in valuation allowance | (592.4 | )% | 23.1 | % | 38.8 | % | ||||||
Effective income tax rate | (8.9 | )% | (0.4 | )% | 0.4 | % | ||||||
Temporary differences and carryforwards that gave rise to significant portions of deferred taxes are as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net operating loss carryforwards | $ | 195,536 | $ | 167,354 | $ | 145,324 | ||||||
Fixed assets | 1,299 | 822 | — | |||||||||
Research and development credits | 14,701 | 11,654 | 7,259 | |||||||||
Foreign Tax Credit | 1,431 | 935 | 1,782 | |||||||||
Accruals and reserves | 16,425 | 17,893 | 15,997 | |||||||||
Stock-based compensation | 18,773 | 17,521 | 15,882 | |||||||||
Capitalized start-up costs | 13,095 | 15,133 | 16,070 | |||||||||
Capitalized research and development costs | 56,880 | 45,968 | 26,850 | |||||||||
Other | 6,700 | 6,741 | 7,649 | |||||||||
Total deferred tax assets | 324,840 | 284,021 | 236,813 | |||||||||
Fixed assets | — | — | (525 | ) | ||||||||
Debt discount and derivative | (12,517 | ) | — | — | ||||||||
Total deferred tax liabilities | (12,517 | ) | — | (525 | ) | |||||||
Net deferred tax asset prior to valuation allowance | 312,323 | 284,021 | 236,288 | |||||||||
Less: Valuation allowance | (312,323 | ) | (284,021 | ) | (236,288 | ) | ||||||
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, 2014 and 2013. The valuation allowance increased by $28.3 million, $47.7 million, and $79.5 million, during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
As of December 31, 2014 and 2013, the Company had federal net operating loss carryforwards of approximately $525.6 million and $440.4 million, respectively, and state net operating loss carryforwards $200.7 million and $198.3 million, respectively, available to reduce future taxable income, if any. As of December 31, 2014 and 2013, approximately $27.1 million and $25.8 million, respectively, of the federal loss carryforwards and $13.8 million and $12.8 million, respectively, of state net operating loss carryforwards, 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 $8.5 million and $6.7 million and California research and development credit carryforwards of $9.4 million and $7.5 million, at December 31, 2014 and 2013, respectively. | ||||||||||||
The Tax Reform Act of 1986 (or the TRA) 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 in the TRA, 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 December 2014, the Tax Increase Prevention Act of 2014 (or the TIPA) was signed into law. The TIPA retroactively extended the research tax credit, that expired at the end of 2013, to the beginning of 2014. Under ASC 740, Accounting for Income Taxes, the effects of the tax legislation are recognized upon enactment. The benefit of the reinstated credits did not impact the income statement in 2014, as the research and development credit carryforwards are fully offset by a full valuation allowance. | ||||||||||||
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: | ||||||||||||
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 | ||||||||||
Increases in tax positions for prior period | 4,736 | |||||||||||
Increases in tax positions during current period | 6,265 | |||||||||||
Balance at December 31, 2014 | $ | 17,081 | ||||||||||
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, 2014 or December 31, 2013. | ||||||||||||
None of the tax benefits, if recognized, would affect the effective income tax rate for any of the above years 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, returns for 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, 2014, the US Internal Revenue Service (or 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, 2014 | ||||||||||||
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 revenues 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 revenues and long-lived assets by geographic area (in thousands): | ||||||||||||
Revenues | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
United States | $ | 21,331 | $ | 21,235 | $ | 49,111 | ||||||
Brazil | 5,961 | 4,071 | 3,786 | |||||||||
Europe | 9,738 | 10,340 | 16,461 | |||||||||
Asia | 6,244 | 5,473 | 4,336 | |||||||||
Total | $ | 43,274 | $ | 41,119 | $ | 73,694 | ||||||
Long-Lived Assets | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
United States | $ | 44,418 | $ | 54,015 | ||||||||
Brazil | 74,197 | 85,891 | ||||||||||
Europe | 365 | 685 | ||||||||||
Total | $ | 118,980 | $ | 140,591 | ||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Nomis Bay Ltd. Common Stock Purchase Agreement | |
In February 2015, the Company entered into a Common Stock Purchase Agreement (or the Common Stock Purchase Agreement) and a Registration Rights Agreement (or the Registration Rights Agreement) with Nomis Bay Ltd. (or Nomis Bay) under which the Company may from time to time sell up to $50.0 million of its common stock to Nomis Bay over a 24-month period. In connection with such Common Stock Purchase Agreement and Registration Rights Agreement, the Company also entered into a Placement Agent Letter Agreement (or the Placement Agent Agreement) with Financial West Group (or FWG) (collectively, the Common Stock Purchase Agreement, the Registration Rights Agreement and the Placement Agent Agreement are referred to as the Committed Equity Facility Agreements). The equity commitment arrangement entered into under the Committed Equity Facility Agreements is sometimes referred to as a committed equity line financing facility. Subject to customary covenants and conditions, from time to time over the 24-month term, and in the Company’s sole discretion, the Company may present Nomis Bay with up to 24 draw down notices requiring Nomis Bay to purchase a specified dollar amount of shares of the Company’s common stock, based on the price per share per day over 10 consecutive trading days (or a Draw Down Period). The per share purchase price for these shares equals the daily volume weighted average price of the Company’s common stock on each date during the Draw Down Period on which shares are purchased, less a discount ranging from 3.0% to 6.25%. The maximum amount of shares that may be sold in any Draw Down Period ranges from shares having aggregate purchase prices of $325,000 to $3,250,000, based on the per share price described in the preceding sentence. Alternatively, in the Company’s sole discretion, but subject to certain limitations, the Company may require Nomis Bay to purchase a percentage of the daily trading volume of the Company’s common stock for each trading day during the Draw Down Period. The Company will not sell under the Purchase Agreement a number of shares of voting common stock which, when aggregated with all other shares of voting common stock then beneficially owned by Nomis Bay and its affiliates, would result in the beneficial ownership by Nomis Bay or any of its affiliates of more than 9.9% of the then issued and outstanding shares of common stock. | |
Under the Committed Equity Facility Agreements, the Company agreed to pay up to $35,000 of Nomis Bay’s legal fees and expenses. The Company also agreed to pay Nomis Bay a commitment fee of $0.1 million which was paid at the signing of the Purchase Agreement, and would be required to pay an additional $0.3 million to Nomis Bay prior to the first draw down under the facility, should the Company elect to make any draw downs thereunder. The issuance of the shares of common stock to Nomis Bay would be exempt from registration under the Securities Act pursuant to the exemption for transactions by an issuer not involving a public offering. The Company agreed to indemnify Nomis Bay and its affiliates for losses related to a breach of the representations and warranties by the Company under the Committed Equity Facility Agreements and the other transaction documents, or any action instituted against Nomis Bay or its affiliates due to the transactions contemplated by the Committed Equity Facility Agreements or other transaction documents, subject to certain limitations. | |
Under the registration Rights Agreement, the Company granted to Nomis Bay certain registration rights related to the shares issuable in accordance with the Common Stock Purchase Agreement and agreed to use its commercially reasonable efforts to prepare and file with the SEC one or more registration statements for the purpose of registering the resale of the maximum shares of common stock issuable pursuant to the Common Stock Purchase Agreement. | |
Under the Placement Agent Agreement, the Company agreed to pay FWG a fee not to exceed $15,000 in the aggregate for FWG’s reasonable attorney’s fees and expenses incurred in connection with the transaction. | |
Naxyris Securities Purchase Agreement | |
On March 30, 2015, the Company entered into a Securities Purchase Agreement (or the Naxyris SPA) for the sale of up to $10.0 million in principal amount of an unsecured convertible note of the Company (or the Naxyris Note) to Naxyris, S.A. (or Naxyris), an existing holder of more than 5% of the Company’s outstanding common stock (beneficially owning 5,639,398 shares of the Company’s common stock as of March 15, 2015). Naxyris is an affiliate of Carole Piwnica, a member of the Company’s Board of Directors who was designated by Naxyris to serve on the Company's Board of Directors under a February 2012 letter agreement among the Company, Naxyris and certain other investors in the Company. The Naxyris SPA contemplates that the Nexyris Note may be issued in one closing to occur at the option of the Company at any time prior to the earlier of March 31, 2016 or the Company completing a new financing (or series of financings) of equity, debt or similar instruments in the amount of at least $10.0 million in the aggregate (excluding amounts that may be raised under existing commitments and agreements in existence as of March 30, 2015), following the satisfaction of certain closing conditions, including the receipt of certain third party consents, and requires that the Company pay a commitment availability fee of $0.2 million to Naxyris on April 1, 2015. | |
The Company may prepay the Naxyris Note (if issued) at any time, and if not prepaid, the Naxyris Note is due on the earlier of May 31, 2016 or earlier termination (e.g. in the event of a new capital financing described above) (or the Maturity Date). The Naxyris Note accrues interest at a rate of 11.0% per annum compounding quarterly and payable with the principal at maturity. Upon any draw of the Naxyris Note, the Company would be obligated to pay Naxyris a borrowing fee equal to $0.3 million (or the Borrowing Fee). The Borrowing Fee would not be due if the Company does not elect to draw the Naxyris Note under the facility. | |
The Naxyris Note, including the Borrowing Fee and any accrued interest, would be convertible, at Naxyris’ election, into the Company’s common stock any time after the Maturity Date, at a conversion price per share equal to $2.35, the last consolidated closing bid price of the Company’s common stock on NASDAQ prior to the Company’s entry into the Naxyris SPA, subject to adjustment based on proportional adjustments to outstanding common stock and certain dividends and distributions. The Naxyris Note includes standard covenants and events of default resulting in acceleration of indebtedness, including failure to pay, bankruptcy and insolvency, and breaches of the covenants in the Naxyris SPA and Naxyris Note. | |
The Naxyris SPA also requires the Company, at or prior to any closing thereunder, to enter into an Amendment No. 6 to the Amended and Restated Investors’ Rights Agreement (or the Rights Agreement Amendment and the underlying agreement, as amended, the Rights Agreement), and, under the Naxyris Note, unless waived by Naxyris, the Company agreed to use its commercially reasonable efforts to register the common stock issuable upon conversion of the Naxyris Note in accordance with the Rights Agreement if the Naxyris Note is not repaid by the Maturity Date. Under the Rights Agreement, certain holders of the Company’s outstanding securities can request the filing of a registration statement under the Securities Act of 1933 or (the Act), as amended (or the Act), covering the shares of common stock held by (or issued upon conversion of other Company securities, including the Naxyris Note, the requesting holders. Further, under the Rights Agreement, if the Company registers securities for public sale, the Company's stockholders with registration rights under the Rights Agreement have the right to include their shares of the Company's common stock in the registration statement. The Rights Agreement Amendment would extend such rights under the Rights Agreement to the common stock issuable upon conversion of the Naxyris Note. | |
The proposed sale and issuance of the Naxyris Note is intended to be exempt from registration under the Act in reliance on Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. | |
March 2015 Amendment of Hercules Loan Facility | |
On March 31, 2015, the Company and Hercules Technology Growth Capital, Inc. (or Hercules), as agent and lender entered into a second amendment (or the Second Amendment) of that certain Loan and Security Agreement entered into on March 29, 2014 (or the Original Hercules Agreement), as first amended (or the First Amendment) on June 12, 2014 (or the Original Hercules Agreement, as amended by the First Amendment and the Second Amendment, the Hercules Loan Facility). The Original Hercules Agreement and the First Amendment are described in more detail in Note 5, "Debt". Pursuant to the Original Hercules Agreement and the First Amendment, Hercules provided a loan facility in the aggregate principal amount of up to $30.0 million to the Company, and the Company has borrowed the full amount available as of December 31, 2014. | |
Pursuant to the Second Amendment, the parties agreed to, among other things, establish an additional credit facility in the principal amount of up to $15.0 million, which would be available to be drawn by the Company at its sole election (in increments of $5.0 million) through the earlier of March 31, 2016 or such time as the Company raises an aggregate of at least $20.0 million through the sale of new equity security, subject to certain conditions, including the receipt of third party consents and a requirement to first make certain draw-downs under an equity line of credit that the Company previously secured (to the extent the Company is permitted to do so under the terms thereof). Commencing with the quarter in which the Company borrows any amounts under this additional facility, the Company becomes subject to a covenant to achieve certain amounts of product revenue. Under the terms of the Second Amendment, the Company agreed to pay Hercules a 3.0% facility availability fee on April 1, 2015. If the facility is not canceled, and any outstanding borrowings repaid, before June 30, 2015, an additional 5.0% facility fee becomes payable on June 30, 2015. The Company has the ability to cancel the additional facility at any time prior to June 30, 2015 at its own option, and the additional facility would terminate upon the Company securing a new equity financing of at least $20.0 million. Any amounts drawn under the Second Amendment would accrue 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% and would be payable on a monthly basis. Additionally, the Company would be required to pay an end of term charge of 10.0% of any amounts drawn under the facility. | |
Any amounts drawn under the Second Amendment would be secured by the same liens provided for in the Original Hercules Agreement and the First Amendment, including a lien on certain Company intellectual property. |
Schedule_II_Valuation_and_Qual
Schedule II Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||
Schedule II Valuation and Qualifying Accounts | SCHEDULE II | ||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||
FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 and 2012 | |||||||||||||||||
(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, 2014 | $ | 284,021 | $ | 28,302 | $ | — | $ | 312,323 | |||||||||
Year ended December 31, 2013 | $ | 236,288 | $ | 47,733 | $ | — | $ | 284,021 | |||||||||
Year ended December 31, 2012 | $ | 156,765 | $ | 79,523 | $ | — | $ | 236,288 | |||||||||
Balance at | Additions | Write-off/ | Balance | ||||||||||||||
Beginning | Adjustments | at End of | |||||||||||||||
of Period | Period | ||||||||||||||||
Allowance for Doubtful Accounts: | |||||||||||||||||
Year ended December 31, 2014 | $ | 479 | $ | — | $ | 479 | |||||||||||
Year ended December 31, 2013 | $ | 481 | $ | (2 | ) | $ | 479 | ||||||||||
Year ended December 31, 2012 | $ | 245 | $ | 236 | $ | — | $ | 481 | |||||||||
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, 2014 | ||
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 (or 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. | ||
We use the equity method to account for investments in companies, if our investments provide us with the ability to exercise significant influence over operating and financial policies of the investee. Our consolidated net income or loss includes the Company's proportionate share of the net income or loss of these companies. Our judgment regarding the level of influence over each equity method investment includes considering key factors such as our ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. | ||
Principles of Consolidations | Principles of Consolidation | |
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 Ventures and Noncontrolling Interest." | ||
Variable Interest Entities | Variable Interest Entities | |
The Company has interests in joint venture entities that are variable interest entities (or 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. | ||
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 revenues 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 techniques 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 loans 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 loans payable, convertible notes and credit facility are carried on the consolidated balance sheet on a historical cost basis, because the Company has not elected to recognize the fair value of these liabilities. | ||
The Company estimates the fair value of the compound embedded derivatives for the convertible promissory notes to Total Energies Nouvelles Activités USA (formerly known as Total Gas & Power USA, SAS, or 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 or may become convertible. | ||
The Company estimates the fair value of the compound embedded derivatives for the first and second tranches of the August 2013 Financing (or, Tranche I Notes and Tranche II Notes, respectively) and the Rule 144A Convertible Note Offering (as defined in Note 5, "Debt" and together, Convertible Notes) using the binomial lattice model in order to estimate the fair value of the embedded derivatives. 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 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 and (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 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 fair value of the Convertible Notes excluding the embedded derivatives is defined as the "without". This method estimates the fair value of the embedded derivatives by looking at the difference in the values between the Convertible Notes with the embedded derivatives and the fair value of the Convertible Notes without the embedded derivatives. 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 on 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 2014, 2013 and 2012 in the fair values of the bifurcated compound embedded derivatives are primarily related to the change in price of the Company's underlying common stock and are reflected in the consolidated statements of operations as “Gain (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. | ||
Short Term Investments | Short Term 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. | ||
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. | ||
Inventories | Inventories | |
Inventories, which consist of farnesene-derived products and flavor and fragrances ingredients are stated at the lower of cost or market and categorized as finished goods, work-in-process or raw material inventories. The Company transitioned out of the ethanol and reformulated ethanol-blended gasoline business in 2012 and sold its remaining inventory of ethanol and reformulated ethanol-blended gasoline during the quarter ended September 30, 2012. 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. | ||
Investment in Affiliate | Investments in Affiliates | |
We use the equity method to account for our investments in affiliates. We include our proportionate share of earnings and/or losses of our equity method investees in the loss from investments in affiliates in the consolidated statements of operations. The carrying value of our investments in affiliates includes loans to affiliates. Investments in affiliates are are carried at cost, as adjusted for market rates of interest imputed to non-market interest rate loans advanced to affiliates. | ||
Restricted Cash | 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. | ||
Derivatives Instruments | Embedded derivatives that are required to be bifurcated from the underlying debt instrument (i.e. host) are accounted for and valued as separate financial instruments. The Company evaluated the terms and features of its 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 and down round conversion price adjustment provisions, 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 holds 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. | ||
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 costs of the individuals dedicated to the development and 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 assets down to their estimated fair values. Fair value is estimated based on discounted future cash flows. There were $1.8 million, $7.7 million, and $6.4 million, of impairment charges recorded during the years ended December 31, 2014, 2013 and 2012, 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 goodwill and IPR&D were recognized on an acquisition completed in 2011. Goodwill and intangible assets with indefinite useful lives are assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstances 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 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. Amounts recorded as IPR&D will begin being amortized upon the completion of development activities over the estimated useful life of the technology. The development activities have not been completed, and therefore the amortization of the acquired IPR&D has not begun. | ||
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. If this assessment indicates that the intangible asset is not recoverable, based on the estimated discounted future cash flows of the technology over its expected life, we reduce the net carrying value of the related intangible asset to fair value. Any such impairment charge could be significant and could have a material adverse effect on the Company's reported financial results. As a result of our impairment assessment of IPR&D, the Company recognized an impairment of its IPR&D asset of $3.0 million for the year ended December 31, 2014 and zero for the years ended December 31 2013 and 2012. | ||
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 renewable 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 | ||
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 historical rate of return for the Company's squalane products. 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 renewable 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 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. | ||
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, including internal research. 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 "gain (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 considers the local currency to be the functional currency of the Company’s wholly-owned subsidiary in Brazil and of the Company's consolidated joint venture in Brazil. 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) on 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 income (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 and common stock warrants, using the treasury stock method or the as converted method, as applicable. For the years ended December 31, 2013 and 2012, 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 were the same for each of those years. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (or FASB) issued new guidance related to revenue recognition. This new standard will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition update guidance provides a unified model to determine how revenue is recognized. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for annual and interim periods beginning after December 15, 2016 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently assessing the impact of adopting this new accounting standard on its financial statements. | ||
In August 2014, FASB issued new guidance related to the disclosure around going concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosure if substantial doubt exists. The new standard is effective for annual periods ending after December 15, 2016 and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our financial statements. | ||
In January 2015, the FASB issued an update related to the presentation of extraordinary and unusual items. The update eliminates the concept of extraordinary items found in Subtopic 225-20, which required that an entity separately classify, present and disclose extraordinary events and transactions when the event or activity met both criteria of being unusual in nature and infrequent in occurrence. Although the concept of extraordinary items will be eliminated, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The standard is effective for annual and interim periods within those annual years beginning after December 15, 2015. The Company expects that the adoption of the update will not materially affect its financial statements. | ||
In February 2015, FASB issued an amendment to ASC 810 Consolidation. The amendments affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. The amendments are effective for the fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently assessing the impact of adopting this new accounting standard on its financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
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 | 2014 | 2013 | ||||||||||
Customer B | * | 27 | % | |||||||||
Customer C | 19 | % | 14 | % | ||||||||
Customer D | 23 | % | * | |||||||||
Customer E | 28 | % | ** | |||||||||
Customer F | ** | 27 | % | |||||||||
______________ | ||||||||||||
* No outstanding balance | ||||||||||||
** Less than 10% | ||||||||||||
Customers representing 10% or greater of revenues were as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
Customers | 2014 | 2013 | 2012 | |||||||||
Customer A | * | * | 13 | % | ||||||||
Customer B | ** | 15 | % | * | ||||||||
Customer C | 10 | % | 10 | % | ** | |||||||
Customer E | 47 | % | 20 | % | ** | |||||||
Customer F | ** | 12 | % | ** | ||||||||
Customer G | ** | ** | 13 | % | ||||||||
______________ | ||||||||||||
* Not a customer | ||||||||||||
** Less than 10% | ||||||||||||
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, | ||||||||||||
2014 | 2013 | |||||||||||
Leasehold improvements | $ | 39,132 | $ | 39,034 | ||||||||
Machinery and equipment | 90,657 | 96,585 | ||||||||||
Computers and software | 8,946 | 8,509 | ||||||||||
Furniture and office equipment | 2,445 | 2,535 | ||||||||||
Buildings | 6,321 | 7,148 | ||||||||||
Vehicles | 353 | 488 | ||||||||||
Construction in progress | 38,815 | 41,387 | ||||||||||
$ | 186,669 | $ | 195,686 | |||||||||
Less: accumulated depreciation and amortization | (67,689 | ) | (55,095 | ) | ||||||||
Property, plant and equipment, net | $ | 118,980 | $ | 140,591 | ||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive loss are as follows (in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Foreign currency translation adjustment, net of tax | $ | (29,977 | ) | $ | (20,087 | ) | ||||||
Total accumulated other comprehensive loss | $ | (29,977 | ) | $ | (20,087 | ) | ||||||
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, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator: | ||||||||||||
Net income (loss) attributable to Amyris, Inc. common stockholders | $ | 2,286 | $ | (235,111 | ) | $ | (205,139 | ) | ||||
Interest on convertible debt | 9,365 | — | — | |||||||||
Accretion of debt discount | 5,597 | — | — | |||||||||
Gain from change in fair value of derivative instruments | (127,109 | ) | — | — | ||||||||
Net loss attributable to Amyris, Inc. common stockholders after assumed conversion | $ | (109,861 | ) | $ | (235,111 | ) | $ | (205,139 | ) | |||
Denominator: | ||||||||||||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic | 78,400,098 | 75,472,770 | 56,717,869 | |||||||||
Basic income (loss) per share | $ | 0.03 | $ | (3.12 | ) | $ | (3.62 | ) | ||||
Weighted average shares of common stock outstanding | 78,400,098 | 75,472,770 | 56,717,869 | |||||||||
Effect of dilutive securities: | ||||||||||||
Convertible promissory notes | 43,459,343 | — | — | |||||||||
Weighted common stock equivalents | 43,459,343 | — | ||||||||||
Diluted weighted-average common shares | 121,859,441 | 75,472,770 | 56,717,869 | |||||||||
Diluted loss per share | $ | (0.90 | ) | $ | (3.12 | ) | $ | (3.62 | ) | |||
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, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Period-end stock options to purchase common stock | 10,539,978 | 8,409,605 | 8,946,592 | |||||||||
Convertible promissory notes (1) | 26,887,005 | 42,905,005 | 10,370,391 | |||||||||
Period-end common stock subject to repurchase | — | — | 51 | |||||||||
Period-end common stock warrants | 1,021,087 | 1,021,087 | 21,087 | |||||||||
Period-end restricted stock units | 1,975,503 | 2,316,437 | 2,550,799 | |||||||||
Total | 40,423,573 | 54,652,134 | 21,888,920 | |||||||||
______________ | ||||||||||||
(1) | The potentially dilutive effect of convertible promissory notes were computed based on conversion ratios in effect as of December 31, 2014. 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, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | As of December 31, 2014, 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, 2014 | |||||||||||||
Financial Assets | ||||||||||||||||
Money market funds | $ | 20,160 | $ | — | $ | — | $ | 20,160 | ||||||||
Certificates of deposit | 1,375 | — | — | 1,375 | ||||||||||||
Loans to affiliate | — | — | 1,745 | 1,745 | ||||||||||||
Total financial assets | $ | 21,535 | $ | — | $ | 1,745 | $ | 23,280 | ||||||||
Financial Liabilities | ||||||||||||||||
Loans payable (1) | $ | — | $ | 16,720 | $ | — | $ | 16,720 | ||||||||
Credit facilities (1) | — | 39,332 | — | 39,332 | ||||||||||||
Convertible notes (1) | — | — | 222,031 | 222,031 | ||||||||||||
Compound embedded derivative liabilities | — | — | 56,026 | 56,026 | ||||||||||||
Currency interest rate swap derivative liability | — | 3,710 | — | 3,710 | ||||||||||||
Total financial liabilities | $ | — | $ | 59,762 | $ | 278,057 | $ | 337,819 | ||||||||
The Company’s financial assets and financial liabilities as of December 31, 2013 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 liabilities | — | — | 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): | |||||||||||||||
2014 | 2013 | |||||||||||||||
Balance at January 1 | $ | 131,952 | $ | 62,522 | ||||||||||||
Additions to convertible notes | 109,734 | 72,570 | ||||||||||||||
Change in fair value of convertible notes | (19,655 | ) | (3,140 | ) | ||||||||||||
Balance at December 31 | $ | 222,031 | $ | 131,952 | ||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | Derivative instruments measured at fair value as of December 31, 2014 and 2013, 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-14 | 31-Dec-13 | |||||||||||||||
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 | $ | 3,710 | 1 | $ | 3,600 | ||||||||||
The following table provides a reconciliation of the beginning and ending balances for the compound embedded derivative liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands): | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Balance at January 1 | $ | 131,117 | $ | 7,894 | ||||||||||||
Additions to Level 3 net of cancellation (1) | 89,070 | 40,901 | ||||||||||||||
(Income) loss from change in fair value of derivative liabilities(2) | (164,161 | ) | 82,322 | |||||||||||||
Balance at December 31 | $ | 56,026 | $ | 131,117 | ||||||||||||
______________ | ||||||||||||||||
(1) Includes $1.1 million removal of derivative liability related to debt extinguishment. | ||||||||||||||||
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | ||||||||||||||||
Income | Years Ended December 31, | |||||||||||||||
Type of Derivative Contract | Statement Classification | 2014 | 2013 | 2012 | ||||||||||||
Gain (Loss) Recognized | ||||||||||||||||
Regulated fixed price futures contracts | Cost of products sold | $ | — | $ | — | $ | (288 | ) | ||||||||
Currency interest rate swap (1) | Gain (loss) from change in fair value of derivative instruments | $ | (480 | ) | $ | (2,404 | ) | $ | (1,342 | ) | ||||||
______________ | ||||||||||||||||
(1) | Certain classifications of prior period amounts have been made to conform to the current period presentation. Such reclassification did not materially change previously reported financial statements. |
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Balance Sheet Components [Abstract] | ||||||||
Schedule of Inventory, Current | Inventories are stated at the lower of cost or market and consist of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Raw materials | $ | 2,665 | $ | 1,796 | ||||
Work-in-process | 5,269 | 7,292 | ||||||
Finished goods | 6,572 | 1,800 | ||||||
Inventories, net | $ | 14,506 | $ | 10,888 | ||||
Schedule of Prepaid and Other Current Assets | Prepaid expenses and other current assets are comprised of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Maintenance(1) | $ | 399 | $ | 258 | ||||
Prepaid insurance(1) | 701 | 894 | ||||||
Manufacturing catalysts | 1,166 | 1,536 | ||||||
Recoverable VAT and other taxes | 2,411 | 5,125 | ||||||
Other(1) | 1,857 | 1,705 | ||||||
Prepaid expenses and other current assets | $ | 6,534 | $ | 9,518 | ||||
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, | ||||||||
2014 | 2013 | |||||||
Leasehold improvements | $ | 39,132 | $ | 39,034 | ||||
Machinery and equipment | 90,657 | 96,585 | ||||||
Computers and software | 8,946 | 8,509 | ||||||
Furniture and office equipment | 2,445 | 2,535 | ||||||
Buildings | 6,321 | 7,148 | ||||||
Vehicles | 353 | 488 | ||||||
Construction in progress | 38,815 | 41,387 | ||||||
$ | 186,669 | $ | 195,686 | |||||
Less: accumulated depreciation and amortization | (67,689 | ) | (55,095 | ) | ||||
Property, plant and equipment, net | $ | 118,980 | $ | 140,591 | ||||
Schedule of Other Assets, Noncurrent | Other assets are comprised of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deposits on property and equipment, including taxes | $ | 1,738 | $ | 1,970 | ||||
Recoverable taxes from Brazilian government entities | 9,747 | 6,599 | ||||||
Debt issuance costs(1) | 851 | 454 | ||||||
Other(1) | 1,299 | 1,494 | ||||||
Total other assets | $ | 13,635 | $ | 10,517 | ||||
Schedule Of Accrued And Other Current Liabilities | Accrued and other current liabilities are comprised of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Professional services | $ | 2,015 | $ | 2,279 | ||||
Accrued vacation | 2,213 | 2,274 | ||||||
Payroll and related expenses | 5,393 | 5,066 | ||||||
Tax-related liabilities | 277 | 825 | ||||||
Deferred rent, current portion | 1,111 | 1,111 | ||||||
Accrued interest | 1,308 | 3,176 | ||||||
Contractual obligations to contract manufacturers | 310 | 4,241 | ||||||
Other | 938 | 2,249 | ||||||
Total accrued and other current liabilities | $ | 13,565 | $ | 21,221 | ||||
Schedule of Derivative Liability | Derivative liabilities are comprised of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Fair market value of swap obligations | $ | 3,710 | $ | 3,600 | ||||
Fair value of compound embedded derivative liabilities(1) | 56,026 | 131,117 | ||||||
Total derivative liabilities | $ | 59,736 | $ | 134,717 | ||||
______________ | ||||||||
(1) | The compound embedded derivative liabilities represent the fair value of the bifurcated conversion options that contain "make-whole provisions" or down round conversion price adjustment provisions included in the outstanding Total Notes, Tranche I Notes, Tranche II Notes and the 144A Offering (see Note 3, "Fair value of financial instruments" and Note 5, "Debt"). |
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||
Schedule of Debt | Debt is comprised of the following (in thousands): | |||||||||||||||||||
December 31, | ||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
FINEP credit facility | $ | 1,614 | $ | 2,244 | ||||||||||||||||
BNDES credit facility | 4,314 | 6,523 | ||||||||||||||||||
Hercules loan facility | 29,779 | — | ||||||||||||||||||
Credit facilities | 35,707 | 8,767 | ||||||||||||||||||
Convertible notes | 60,418 | 28,537 | ||||||||||||||||||
Related party convertible notes | 115,239 | 89,499 | ||||||||||||||||||
Loans payable | 21,097 | 25,259 | ||||||||||||||||||
Total debt | 232,461 | 152,062 | ||||||||||||||||||
Less: current portion | (17,100 | ) | (6,391 | ) | ||||||||||||||||
Long-term debt | $ | 215,361 | $ | 145,671 | ||||||||||||||||
Schedule of Long-term Debt Instruments | Future minimum payments under the debt agreements as of December 31, 2014 are as follows (in thousands): | |||||||||||||||||||
Years ending December 31: | Related Party Convertible Debt | Convertible Debt | Loans | Credit Facility | Total | |||||||||||||||
Payable | ||||||||||||||||||||
2015 | $ | 1,610 | $ | 4,029 | $ | 5,957 | $ | 14,986 | $ | 26,582 | ||||||||||
2016 | 1,605 | 4,020 | 3,263 | 19,885 | 28,773 | |||||||||||||||
2017 | 70,126 | 28,715 | 3,128 | 7,451 | 109,420 | |||||||||||||||
2018 | 74,486 | 15,685 | 2,995 | 391 | 93,557 | |||||||||||||||
2019 | 75,825 | 56,798 | 2,862 | 107 | 135,592 | |||||||||||||||
Thereafter | — | — | 6,780 | — | 6,780 | |||||||||||||||
Total future minimum payments | 223,652 | 109,247 | 24,985 | 42,820 | 400,704 | |||||||||||||||
Less: amount representing interest(1) | (108,413 | ) | (48,829 | ) | (3,888 | ) | (7,113 | ) | (168,243 | ) | ||||||||||
Present value of minimum debt payments | 115,239 | 60,418 | 21,097 | 35,707 | 232,461 | |||||||||||||||
Less: current portion | — | — | (4,987 | ) | (12,113 | ) | (17,100 | ) | ||||||||||||
Noncurrent portion of debt | $ | 115,239 | $ | 60,418 | $ | 16,110 | $ | 23,594 | $ | 215,361 | ||||||||||
______________ | ||||||||||||||||||||
-1 | Including debt discount of $80.2 million related to the embedded derivative associated with the related party and non-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, 2014 | ||||||||||||
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, 2014, are as follows (in thousands): | |||||||||||
Years ending December 31: | Capital | Operating | Total Lease Obligations | |||||||||
Leases | Leases | |||||||||||
2015 | $ | 580 | $ | 6,694 | $ | 7,274 | ||||||
2016 | 265 | 6,564 | 6,829 | |||||||||
2017 | 25 | 6,565 | 6,590 | |||||||||
2018 | — | 6,653 | 6,653 | |||||||||
2019 | — | 6,791 | 6,791 | |||||||||
Thereafter | — | 25,346 | 25,346 | |||||||||
Total future minimum lease payments | 870 | $ | 58,613 | $ | 59,483 | |||||||
Less: amount representing interest | (54 | ) | ||||||||||
Present value of minimum lease payments | 816 | |||||||||||
Less: current portion | (541 | ) | ||||||||||
Long-term portion | $ | 275 | ||||||||||
Joint_Ventures_and_Noncontroll1
Joint Ventures and Noncontrolling Interest Joint Venture and Noncontrolling Interest (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Noncontrolling Interest [Abstract] | ||||||||
Schedule of Variable Interest Entities [Table Text Block] | 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, 2014, the assets include $19.0 million in property, plant and equipment, $3.4 million in other assets and $0.4 million in current assets. The liabilities include $0.2 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) | 2014 | 2013 | ||||||
Assets | $ | 22,812 | $ | 25,730 | ||||
Liabilities | $ | 290 | $ | 229 | ||||
Noncontrolling Interest [Table Text Block] | The change in noncontrolling interest for the years ended December 31, 2014 and 2013 is summarized below (in thousands): | |||||||
2014 | 2013 | |||||||
Balance at January 1 | $ | (584 | ) | $ | (877 | ) | ||
Foreign currency translation adjustment | 92 | 89 | ||||||
Net income (loss) attributable to noncontrolling interest | (119 | ) | 204 | |||||
Balance at December 31 | $ | (611 | ) | $ | (584 | ) |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||
Schedule of Intangible Assets and Goodwill | The following table presents the components of the Company's goodwill and intangible assets (in thousands): | |||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||
Useful Life in Years | Gross Carrying Amount | Accumulated Amortization and impairment | Net Carrying Value | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | ||||||||||||||||
In-process research and development | Indefinite | $ | 8,560 | $ | (3,035 | ) | $ | 5,525 | $ | 8,560 | $ | — | $ | 8,560 | ||||||||
Acquired licenses and permits | 2 | 772 | (772 | ) | — | 772 | (772 | ) | — | |||||||||||||
Goodwill | Indefinite | 560 | — | 560 | 560 | — | 560 | |||||||||||||||
$ | 9,892 | $ | (3,807 | ) | $ | 6,085 | $ | 9,892 | $ | (772 | ) | $ | 9,120 | |||||||||
The following table presents the activity of goodwill and intangible assets for the year ended December 31, 2014 (in thousands): | ||||||||||||||||||||||
31-Dec-13 | 31-Dec-14 | |||||||||||||||||||||
Net Carrying Value | Additions | Impairment | Amortization | Net Carrying Value | ||||||||||||||||||
In-process research and development | $ | 8,560 | $ | — | $ | (3,035 | ) | $ | — | $ | 5,525 | |||||||||||
Acquired licenses and permits | — | — | — | — | — | |||||||||||||||||
Goodwill | 560 | — | — | — | 560 | |||||||||||||||||
$ | 9,120 | $ | — | $ | (3,035 | ) | $ | — | $ | 6,085 | ||||||||||||
StockBased_Compensation_Plans_
Stock-Based Compensation Plans (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
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, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Research and development | $ | 3,508 | $ | 4,281 | $ | 6,451 | ||||||||||
Sales, general and administrative | 10,597 | 13,766 | 21,022 | |||||||||||||
Total stock-based compensation expense | $ | 14,105 | $ | 18,047 | $ | 27,473 | ||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The Company’s restricted stock units (or RSUs) and restricted stock activity and related information for the year ended December 31, 2014 was as follows: | |||||||||||||||
RSUs | Weighted-Average Grant-Date Fair Value | Weighted Average Remaining Contractual Life (Years) | ||||||||||||||
Outstanding - December 31, 2013 | 2,316,437 | $ | 4.3 | 0.88 | ||||||||||||
Awarded | 1,083,300 | $ | 3.51 | — | ||||||||||||
Vested | (1,246,673 | ) | $ | 4.55 | — | |||||||||||
Forfeited | (177,561 | ) | $ | 3.24 | — | |||||||||||
Outstanding - December 31, 2014 | 1,975,503 | $ | 3.59 | 0.93 | ||||||||||||
Expected to vest after December 31, 2014 | 1,779,174 | $ | 3.59 | 0.87 | ||||||||||||
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, 2014 was as follows: | |||||||||||||||
Number | Weighted- | Weighted-Average | Aggregate | |||||||||||||
Outstanding | Average | Remaining | Intrinsic | |||||||||||||
Exercise | Contractual | Value | ||||||||||||||
Price | Life (Years) | |||||||||||||||
(in thousands) | ||||||||||||||||
Outstanding - December 31, 2013 | 8,409,605 | $ | 7.39 | 7.4 | $ | 12,393 | ||||||||||
Options granted | 3,723,791 | $ | 3.48 | |||||||||||||
Options exercised | (426,674 | ) | $ | 3.13 | ||||||||||||
Options cancelled | (1,166,744 | ) | $ | 8.12 | ||||||||||||
Outstanding - December 31, 2014 | 10,539,978 | $ | 6.1 | 7.22 | $ | 50 | ||||||||||
Vested and expected to vest after December 31, 2014 | 9,809,190 | $ | 6.29 | 7.1 | $ | 50 | ||||||||||
Exercisable at December 31, 2014 | 5,067,030 | $ | 8.48 | 5.75 | $ | 50 | ||||||||||
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, 2014: | |||||||||||||||
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—$2.79 | 1,540,022 | 7.71 | $ | 2.64 | 782,168 | $ | 2.59 | |||||||||
$2.81—$2.94 | 1,056,280 | 6.76 | $ | 2.88 | 428,958 | $ | 2.88 | |||||||||
$2.96—$3.37 | 1,152,334 | 8.6 | $ | 3.09 | 384,611 | $ | 3.07 | |||||||||
$3.44—$3.44 | 99,450 | 9.11 | $ | 3.44 | — | $ | — | |||||||||
$3.51—$3.51 | 2,298,097 | 9.03 | $ | 3.51 | — | $ | — | |||||||||
$3.55—$3.86 | 1,087,193 | 7.84 | $ | 3.83 | 541,143 | $ | 3.84 | |||||||||
$3.93—$4.31 | 1,391,698 | 4.29 | $ | 4.06 | 1,225,393 | $ | 4.07 | |||||||||
$4.35—$20.41 | 1,403,842 | 5.63 | $ | 15.45 | 1,265,133 | $ | 15.55 | |||||||||
$24.20—$26.84 | 451,062 | 6.15 | $ | 26.41 | 379,624 | $ | 26.37 | |||||||||
$30.17—$30.17 | 60,000 | 6.2 | $ | 30.17 | 60,000 | $ | 30.17 | |||||||||
$0.10—$30.17 | 10,539,978 | 7.22 | $ | 6.1 | 5,067,030 | $ | 8.48 | |||||||||
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 expense 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, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Expected dividend yield | — | % | — | % | — | % | ||||||||||
Risk-free interest rate | 1.9 | % | 1.4 | % | 1.1 | % | ||||||||||
Expected term (in years) | 6.1 | 6.1 | 6 | |||||||||||||
Expected volatility | 75 | % | 82 | % | 77 | % | ||||||||||
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, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Research and development | $ | 3,504 | $ | 4,278 | $ | 6,442 | ||||||||||
Sales, general and administrative | 10,381 | 13,453 | 20,887 | |||||||||||||
Total stock-based compensation expense | $ | 13,885 | $ | 17,731 | $ | 27,329 | ||||||||||
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, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Expected dividend yield | — | % | — | % | — | % | ||||||||||
Risk-free interest rate | 1.7 | % | 1.3 | % | 1.4 | % | ||||||||||
Expected term (in years) | 5.8 | 4.8 | 7 | |||||||||||||
Expected volatility | 75 | % | 81 | % | 77 | % |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Income before Income Tax, Domestic and Foreign | The components of income (loss) before income taxes, loss from investment in affiliate and noncontrolling interest are as follows for the years ended December 31, 2014, 2013 and 2012 (in thousands): | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
United States | $ | 10,847 | $ | (216,583 | ) | $ | (146,028 | ) | ||||
Foreign | (5,275 | ) | (19,171 | ) | (59,024 | ) | ||||||
Income (loss) before income taxes and loss from investment in affiliate | $ | 5,572 | $ | (235,754 | ) | $ | (205,052 | ) | ||||
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, 2014, 2013 and 2012 (in thousands): | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | — | — | — | |||||||||
Foreign | 495 | (847 | ) | 981 | ||||||||
Total current provision (benefit) | 495 | (847 | ) | 981 | ||||||||
Deferred: | ||||||||||||
Federal | — | — | ||||||||||
State | — | — | — | |||||||||
Foreign | — | — | — | |||||||||
Total deferred provision (benefit) | — | — | — | |||||||||
Total provision (benefit) for income taxes | $ | 495 | $ | (847 | ) | $ | 981 | |||||
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 income (loss) before income taxes is as follows: | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Statutory tax rate | (34.0 | )% | (34.0 | )% | (34.0 | )% | ||||||
State tax rate, net of federal benefit | 23.3 | % | (0.7 | )% | (0.3 | )% | ||||||
Stock-based compensation | (2.8 | )% | 0.1 | % | 0.2 | % | ||||||
Federal R&D credit | 31 | % | (0.8 | )% | — | % | ||||||
Derivative liabilities | 541.5 | % | 13.9 | % | 1.3 | % | ||||||
Other | (7.8 | )% | (0.6 | )% | 0.2 | % | ||||||
Foreign losses | 32.3 | % | (1.4 | )% | (5.8 | )% | ||||||
Change in valuation allowance | (592.4 | )% | 23.1 | % | 38.8 | % | ||||||
Effective income tax rate | (8.9 | )% | (0.4 | )% | 0.4 | % | ||||||
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, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net operating loss carryforwards | $ | 195,536 | $ | 167,354 | $ | 145,324 | ||||||
Fixed assets | 1,299 | 822 | — | |||||||||
Research and development credits | 14,701 | 11,654 | 7,259 | |||||||||
Foreign Tax Credit | 1,431 | 935 | 1,782 | |||||||||
Accruals and reserves | 16,425 | 17,893 | 15,997 | |||||||||
Stock-based compensation | 18,773 | 17,521 | 15,882 | |||||||||
Capitalized start-up costs | 13,095 | 15,133 | 16,070 | |||||||||
Capitalized research and development costs | 56,880 | 45,968 | 26,850 | |||||||||
Other | 6,700 | 6,741 | 7,649 | |||||||||
Total deferred tax assets | 324,840 | 284,021 | 236,813 | |||||||||
Fixed assets | — | — | (525 | ) | ||||||||
Debt discount and derivative | (12,517 | ) | — | — | ||||||||
Total deferred tax liabilities | (12,517 | ) | — | (525 | ) | |||||||
Net deferred tax asset prior to valuation allowance | 312,323 | 284,021 | 236,288 | |||||||||
Less: Valuation allowance | (312,323 | ) | (284,021 | ) | (236,288 | ) | ||||||
Net deferred tax assets (liabilities) | $ | — | $ | — | $ | — | ||||||
Summary of Income Tax Contingencies | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: | |||||||||||
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 | ||||||||||
Increases in tax positions for prior period | 4,736 | |||||||||||
Increases in tax positions during current period | 6,265 | |||||||||||
Balance at December 31, 2014 | $ | 17,081 | ||||||||||
Reporting_Segments_Tables
Reporting Segments (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
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 revenues and long-lived assets by geographic area (in thousands): | |||||||||||
Revenues | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
United States | $ | 21,331 | $ | 21,235 | $ | 49,111 | ||||||
Brazil | 5,961 | 4,071 | 3,786 | |||||||||
Europe | 9,738 | 10,340 | 16,461 | |||||||||
Asia | 6,244 | 5,473 | 4,336 | |||||||||
Total | $ | 43,274 | $ | 41,119 | $ | 73,694 | ||||||
Long-Lived Assets | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
United States | $ | 44,418 | $ | 54,015 | ||||||||
Brazil | 74,197 | 85,891 | ||||||||||
Europe | 365 | 685 | ||||||||||
Total | $ | 118,980 | $ | 140,591 | ||||||||
The_Company_Details
The Company (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Retained Earnings (Accumulated Deficit) | ($819,152,000) | ($821,438,000) |
Cash, Cash Equivalents, and Short-term Investments | 43,400,000 | |
Debt Instrument, Unamortized Discount | 80,200,000 | |
Long-term Debt | 232,461,000 | 152,062,000 |
Debt, current portion | $17,100,000 | $6,391,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies Principles of Consolidations (Details) | 12 Months Ended |
Dec. 31, 2014 | |
consolidated_VIE | |
Accounting Policies [Abstract] | |
Variable Interest Entity Number of Entities | 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, 2013 | Dec. 31, 2014 | |
Customer A. [Member] | Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 13.00% | ||
Customer B. [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 27.00% | ||
Customer B. [Member] | Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 15.00% | ||
Customer C. [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 14.00% | 19.00% | |
Customer C. [Member] | Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | |
Customer D. [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 23.00% | ||
Customer E. [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 28.00% | ||
Customer E. [Member] | Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 20.00% | 47.00% | |
Customer F. [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 27.00% | ||
Customer F. [Member] | Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 12.00% | ||
Customer G [Member] | Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 13.00% |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies Cash and Cash Equivalents (Details) (Maximum [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
Maximum [Member] | |
Certificates of Deposit, Maturities | 90 days |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies Investments and Restricted Cash (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
days | ||
Accounting Policies [Abstract] | ||
Restricted cash | 1,619 | $1,648 |
Minimum [Member] | ||
Schedule of Investments [Line Items] | ||
Investments Original Maturities | 90 | |
Maximum [Member] | ||
Schedule of Investments [Line Items] | ||
Investments Maturity Period | 1 year | |
Investment Maturity Period, Cash and Cash Equivalents | 90 days |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies Property, Plant, and Equipment net, Impairment and Goodwill (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Asset impairment charges | ($1.80) | ($7.70) | ($6.40) |
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_Account8
Summary of Significant Accounting Policies In-Process Research and Development (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Business Acquisition [Line Items] | |||
Impairment of intangible assets | $3,035,000 | $0 | $0 |
Draths Corporation [Member] | |||
Business Acquisition [Line Items] | |||
In-process research and development | $8,600,000 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies Income Taxes (Details) (Maximum [Member]) | Dec. 31, 2014 |
Maximum [Member] | |
Income Tax Contingency [Line Items] | |
Uncertain Tax Position Not Recognized | 50.00% |
Recovered_Sheet1
Summary of Significant Accounting Policies Comprehensive Income (Loss) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounting Policies [Abstract] | ||
Foreign currency translation adjustment, net of tax | ($29,977) | ($20,087) |
Total accumulated other comprehensive loss | ($29,977) | ($20,087) |
Recovered_Sheet2
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, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator: | |||
Net income (loss) attributable to Amyris, Inc. common stockholders | $2,286 | ($235,111) | ($205,139) |
Interest on convertible debt | 9,365 | ||
Accretion of debt discount | 5,597 | ||
Gain from change in fair value of derivative instruments | ($127,109) | ||
Denominator: | |||
Weighted Average Number of Shares Outstanding, Basic | 78,400,098 | 75,472,770 | 56,717,869 |
Earnings Per Share, Diluted | ($0.90) | ($3.12) | ($3.62) |
Recovered_Sheet3
Summary of Significant Accounting Policies Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
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 | 10,539,978 | 8,409,605 | 8,946,592 | |||
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 | 26,887,005 | [1] | 42,905,005 | [1] | 10,370,391 | [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 | 0 | 51 | |||
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 | 1,021,087 | 21,087 | |||
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 | 1,975,503 | 2,316,437 | 2,550,799 | |||
[1] | The potentially dilutive effect of convertible promissory notes were computed based on conversion ratios in effect as of December 31, 2014. 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, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Financial Assets | ||
Money market funds | $20,160 | $398 |
Certificates of deposit | 1,375 | 1,428 |
Loans to affiliate | 1,745 | |
Total financial assets | 23,280 | 1,826 |
Financial Liabilities | ||
Loans payable (1) | 16,720 | 18,491 |
Credit facilities (1) | 39,332 | 7,571 |
Convertible notes (1) | 222,031 | 131,952 |
Compound embedded derivative liabilities | 56,026 | 131,117 |
Currency interest rate swap derivative liability | 3,710 | 3,600 |
Total financial liabilities | 337,819 | 292,731 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Financial Assets | ||
Money market funds | 20,160 | 398 |
Certificates of deposit | 1,375 | 1,428 |
Total financial assets | 21,535 | 1,826 |
Financial Liabilities | ||
Loans payable (1) | 0 | 0 |
Credit facilities (1) | 0 | 0 |
Convertible notes (1) | 0 | 0 |
Compound embedded derivative liabilities | 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 | |
Certificates of deposit | 0 | |
Total financial assets | 0 | 0 |
Financial Liabilities | ||
Loans payable (1) | 16,720 | 18,491 |
Credit facilities (1) | 39,332 | 7,571 |
Convertible notes (1) | 0 | 0 |
Compound embedded derivative liabilities | 0 | 0 |
Currency interest rate swap derivative liability | 3,710 | 3,600 |
Total financial liabilities | 59,762 | 29,662 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Financial Assets | ||
Money market funds | 0 | |
Certificates of deposit | 0 | |
Loans to affiliate | 1,745 | |
Total financial assets | 1,745 | 0 |
Financial Liabilities | ||
Loans payable (1) | 0 | 0 |
Credit facilities (1) | 0 | 0 |
Convertible notes (1) | 222,031 | 131,952 |
Compound embedded derivative liabilities | 56,026 | 131,117 |
Currency interest rate swap derivative liability | 0 | 0 |
Total financial liabilities | $278,057 | $263,069 |
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, 2014 | Dec. 31, 2013 |
Derivative Liability - Compound Embedded Derivatives [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Transfers in to Level 3 | $1,100 | |
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 | 131,117 | 7,894 |
Transfers in to Level 3 | 89,070 | 40,901 |
Total (income) loss from change in fair value of derivative liability | -164,161 | 82,322 |
Fair value, end of period | 56,026 | 131,117 |
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 | 131,952 | 62,522 |
Additions to convertible notes | 109,734 | 72,570 |
Change in fair value of convertible notes | -19,655 | -3,140 |
Fair value, end of period | $222,031 | $131,952 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments Fair Value of Financial Instruments, Banco Pine Textuals (Details) (Banco Pine July 2012 Loan Agreement [Member]) | Jul. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2014 |
In Millions, unless otherwise specified | BRL | Interest Rate Swap [Member] | Interest Rate Swap [Member] |
USD ($) | BRL | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notional Amount of Interest Rate Derivatives | $8.30 | 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, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative [Line Items] | |||
Fair Value | ($3,710) | ($3,600) | |
Future [Member] | Not Designated as Hedging Instrument [Member] | Cost of products sold [Member] | |||
Derivative [Line Items] | |||
Derivative contracts, gain (loss) | 0 | 0 | -288 |
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 | 3,710 | 3,600 | |
Currency interest rate swap [Member] | Not Designated as Hedging Instrument [Member] | Other income (expense), net [Member] | |||
Derivative [Line Items] | |||
Derivative contracts, gain (loss) | ($480) | ($2,404) | ($1,342) |
Balance_Sheet_Components_Inven
Balance Sheet Components Inventory (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Balance Sheet Components [Abstract] | ||
Raw materials | $2,665 | $1,796 |
Work-in-process | 5,269 | 7,292 |
Finished goods | 6,572 | 1,800 |
Inventories, net | $14,506 | $10,888 |
Balance_Sheet_Components_Prepa
Balance Sheet Components Prepaid and Other Current Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Balance Sheet Components [Abstract] | ||
Maintenance Costs | $399 | $258 |
Prepaid Insurance | 701 | 894 |
Manufacturing catalysts | 1,166 | 1,536 |
Recoverable VAT and other taxes | 2,411 | 5,125 |
Other(1) | 1,857 | 1,705 |
Prepaid expenses and other current assets | $6,534 | $9,518 |
Balance_Sheet_Components_Prope
Balance Sheet Components Property, Plant and Equipment, net (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $186,669 | $195,686 | |
Less: accumulated depreciation and amortization | -67,689 | -55,095 | |
Property, plant and equipment, net | 118,980 | 140,591 | |
Depreciation and amortization | 14,969 | 16,639 | 14,570 |
Interest capitalized to debt | 5,590 | 0 | 0 |
Capital Lease Obligations [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation and amortization | -2,300 | -1,500 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 39,132 | 39,034 | |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 90,657 | 96,585 | |
Computer and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 8,946 | 8,509 | |
Furniture and office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 2,445 | 2,535 | |
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 6,321 | 7,148 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 353 | 488 | |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 38,815 | 41,387 | |
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 | 4,100 | 3,400 | |
Property Plant and Equipment Including Capital Leases [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $15,000 | $16,600 | $14,200 |
Balance_Sheet_Components_Other
Balance Sheet Components Other Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Balance Sheet Components [Abstract] | ||
Deposits on property and equipment, including taxes | $1,738 | $1,970 |
Recoverable taxes from Brazilian government entities | 9,747 | 6,599 |
Debt Issuance Cost | 851 | 454 |
Other(1) | 1,299 | 1,494 |
Total other assets | $13,635 | $10,517 |
Balance_Sheet_Components_Accru
Balance Sheet Components Accrued and Other Current Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Balance Sheet Components [Abstract] | ||||
Professional services | $2,015 | $2,279 | ||
Accrued vacation | 2,213 | 2,274 | ||
Payroll and related expenses | 5,393 | 5,066 | ||
Tax-related liabilities | 277 | 825 | ||
Deferred rent, current portion | 1,111 | 1,111 | ||
Accrued interest | 1,308 | [1] | 3,176 | [1] |
Contractual obligations to contract manufacturers | 310 | 4,241 | ||
Other | 938 | [1] | 2,249 | [1] |
Total accrued and other current liabilities | $13,565 | $21,221 | ||
[1] | December 31, 20142013Professional services$2,015 $2,279Accrued vacation2,213 2,274Payroll and related expenses5,393 5,066Tax-related liabilities277 825Deferred rent, current portion1,111 1,111Accrued interest1,308 3,176Contractual obligations to contract manufacturers310 4,241Other938 2,249Total accrued and other current liabilities$13,565 $21,221 |
Balance_Sheet_Components_Deriv
Balance Sheet Components Derivative Liability (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Balance Sheet Components [Abstract] | ||||
Fair market value of swap obligations | $3,710 | $3,600 | ||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 56,026 | [1] | 131,117 | [1] |
Total derivative liability | $59,736 | $134,717 | ||
[1] | The compound embedded derivative liabilities represent the fair value of the bifurcated conversion options that contain "make-whole provisions" or down round conversion price adjustment provisions included in the outstanding Total Notes, Tranche I Notes, Tranche II Notes and the 144A Offering (see Note 3, "Fair value of financial instruments" and Note 5, "Debt") |
Debt_Details
Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||
Long-term Debt | $232,461,000 | $152,062,000 | |
Less: current portion | -17,100,000 | -6,391,000 | |
Long-term debt | 215,361,000 | 145,671,000 | |
Years ending December 31: [Abstract] | |||
Debt Instrument, Unamortized Discount | 80,200,000 | ||
Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 35,707,000 | 8,767,000 | |
Years ending December 31: [Abstract] | |||
2014 | 14,986,000 | ||
2015 | 19,885,000 | ||
2016 | 7,451,000 | ||
2017 | 391,000 | ||
2018 | 107,000 | ||
Thereafter | 0 | ||
Total future minimum payments | 42,820,000 | ||
Less: amount representing interest | -7,113,000 | ||
Present value of minimum debt payments | 35,707,000 | ||
Less: current portion | -12,113,000 | ||
Noncurrent portion of debt | 23,594,000 | ||
Total Future Minimum Payments of Debt [Member] | |||
Years ending December 31: [Abstract] | |||
2014 | 26,582,000 | ||
2015 | 28,773,000 | ||
2016 | 109,420,000 | ||
2017 | 93,557,000 | ||
2018 | 135,592,000 | ||
Thereafter | 6,780,000 | ||
Total future minimum payments | 400,704,000 | ||
Less: amount representing interest | -168,243,000 | ||
Present value of minimum debt payments | 232,461,000 | ||
Less: current portion | -17,100,000 | ||
Noncurrent portion of debt | 215,361,000 | ||
Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 60,418,000 | 28,537,000 | |
Years ending December 31: [Abstract] | |||
2014 | 4,029,000 | ||
2015 | 4,020,000 | ||
2016 | 28,715,000 | ||
2017 | 15,685,000 | ||
2018 | 56,798,000 | ||
Thereafter | 0 | ||
Total future minimum payments | 109,247,000 | ||
Less: amount representing interest | -48,829,000 | ||
Present value of minimum debt payments | 60,418,000 | ||
Less: current portion | 0 | ||
Noncurrent portion of debt | 60,418,000 | ||
Related Party Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 115,239,000 | 89,499,000 | |
Years ending December 31: [Abstract] | |||
2014 | 1,610,000 | ||
2015 | 1,605,000 | ||
2016 | 70,126,000 | ||
2017 | 74,486,000 | ||
2018 | 75,825,000 | ||
Thereafter | 0 | ||
Total future minimum payments | 223,652,000 | ||
Less: amount representing interest | -108,413,000 | [1] | |
Present value of minimum debt payments | 115,239,000 | ||
Less: current portion | 0 | ||
Noncurrent portion of debt | 115,239,000 | ||
Debt Instrument, Unamortized Discount | 53,800,000 | 23,900,000 | |
Loans Payable [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 21,097,000 | 25,259,000 | |
Years ending December 31: [Abstract] | |||
2014 | 5,957,000 | ||
2015 | 3,263,000 | ||
2016 | 3,128,000 | ||
2017 | 2,995,000 | ||
2018 | 2,862,000 | ||
Thereafter | 6,780,000 | ||
Total future minimum payments | 24,985,000 | ||
Less: amount representing interest | -3,888,000 | ||
Present value of minimum debt payments | 21,097,000 | ||
Less: current portion | -4,987,000 | ||
Noncurrent portion of debt | 16,110,000 | ||
FINEP Credit Facility [Member] | Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 1,614,000 | 2,244,000 | |
BNDES Credit Facility [Member] | Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 4,314,000 | 6,523,000 | |
Hercules Loan Facility [Member] | Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | $29,779,000 | $0 | |
[1] | Including debt discount of $80.2 million related to the embedded derivative associated with the related party and non-related party convertible debt which will be accreted to interest expense under the effective interest method over the term of the convertible debt. |
Debt_FINEP_Credit_Facility_Det
Debt FINEP Credit Facility (Details) (FINEP Credit Facility [Member]) | 1 Months Ended | ||||||
Nov. 30, 2010 | Nov. 30, 2010 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 30, 2010 | |
Monthly_installment | Minimum [Member] | Chattel Mortgage [Member] | Chattel Mortgage [Member] | Chattel Mortgage [Member] | Chattel Mortgage [Member] | Chattel Mortgage [Member] | |
USD ($) | BRL | USD ($) | BRL | BRL | |||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $2,400,000 | 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 | $1,600,000 | 4,300,000 | $2,200,000 | 5,200,000 |
Debt_BNDES_Credit_Facility_Det
Debt BNDES Credit Facility (Details) (BNDES Credit Facility [Member], BNDES [Member]) | 1 Months Ended | 1 Months Ended | ||||
Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | |
USD ($) | BRL | USD ($) | BRL | Maximum [Member] | ||
Monthly_installment | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $8,400,000 | 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 | 9,400,000 | 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 | $4,300,000 | 11,500,000 | $6,500,000 | 15,300,000 |
Debt_Notes_Payable_Details
Debt Notes Payable (Details) (Notes Payable, Other Payables-Lessor [Member], Amendment of Lease Agreement - Emeryville [Member], USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Notes Payable, Other Payables-Lessor [Member] | Amendment of Lease Agreement - Emeryville [Member] | |
Debt Instrument [Line Items] | |
Lease Incentive, Elimination of Debt, Amount | $1.60 |
Debt_Convertible_Notes_Details
Debt Convertible Notes (Details) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||
Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2013 | Aug. 31, 2013 | 24-May-14 | Jan. 15, 2014 | Feb. 29, 2012 | 29-May-14 | Jul. 30, 2012 | |
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Convertible, Conversion Price | $3.74 | ||||||||||
Debt Instrument, Unamortized Discount | $80,200,000 | ||||||||||
Loss from extinguishment of debt | -9,400,000 | -10,512,000 | -19,914,000 | -920,000 | |||||||
Long-term Debt | 232,461,000 | 152,062,000 | |||||||||
Second Tranche [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | 34,000,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $2.87 | ||||||||||
Rule 144A Convertible Notes Offering [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible Notes Payable | 30,300,000 | 75,000,000 | |||||||||
Debt Instrument, Unamortized Discount | 20,000,000 | ||||||||||
Loss from extinguishment of debt | 1,100,000 | ||||||||||
Wolverine [Member] | Second Tranche [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | 3,000,000 | ||||||||||
Unsecured Senior Convertible Promissory Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Bridge Loan | 35,000,000 | ||||||||||
Unsecured Senior Convertible Promissory Notes [Member] | Fidelity [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | 25,000,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||
Debt Instrument, Convertible, Conversion Price | $7.07 | ||||||||||
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 | ||||||||||
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% | ||||||||||
Related Party Convertible Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | 105,000,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $4.11 | $7.07 | |||||||||
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 | ||||||||||
Convertible Notes Payable | 49,200,000 | 37,900,000 | |||||||||
Debt Instrument, Unamortized Discount | 53,800,000 | 23,900,000 | |||||||||
Loss from extinguishment of debt | -10,500,000 | -19,900,000 | -900,000 | ||||||||
Long-term Debt | 115,239,000 | 89,499,000 | |||||||||
Related Party Convertible Notes [Member] | August 2013 Convertible Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Future Cancellation Of Debt, Amount | 44,200,000 | 13,000,000 | |||||||||
Related Party Convertible Notes [Member] | First Tranche [Member] | August 2013 Convertible Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | 42,600,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $2.44 | ||||||||||
Debt Instrument, Amended Additional Investor Amount | 7,600,000 | ||||||||||
Loss from extinguishment of debt | -19,900,000 | ||||||||||
Future Cancellation Of Debt, Amount | $7,600,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price, Event Date Price | $2.15 | ||||||||||
Plant Manufacturing Production, Volume | 1,000,000 | ||||||||||
Plant Manufacturing Production, Period | 45 days | ||||||||||
Plant Manufacturing Production, Product Sales, Percentage | 5.00% | ||||||||||
Debt Instrument, Convertible, Conversion Price, Interest Accrued for Six Months | 5.00% | ||||||||||
Debt Instrument, Convertible, Conversion Price, Interest Accrued for Three Months | 6.50% | ||||||||||
Debt Instrument, Convertible, Conversion Price, Interest Accrued Thereafter | 8.00% | ||||||||||
Debt Instrument, Convertible, Conversion Price, Interest Period | 30 years | ||||||||||
Common Stock [Member] | Related Party Convertible Notes [Member] | August 2013 Convertible Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 |
Debt_Loans_Payable_Details
Debt Loans Payable (Details) | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2012 | Jul. 13, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 13, 2012 | Jul. 13, 2012 | Jul. 30, 2012 | Jul. 13, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Mar. 26, 2014 | Mar. 18, 2013 |
USD ($) | USD ($) | Banco Pine S.A Loan Agreement June 2012 [Member] | Pine and Nossa Caixa Loan Agreement [Member] | Pine and Nossa Caixa Loan Agreement [Member] | Pine and Nossa Caixa Loan Agreement [Member] | Pine and Nossa Caixa Loan Agreement [Member] | Pine and Nossa Caixa Loan Agreement [Member] | Banco Pine July 2012 Loan Agreement [Member] | Nossa Caixa Loan Agreement [Member] | Loans Payable [Member] | Loans Payable [Member] | Loans Payable [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | ABC Brasil Agreement [Member] | ABC Brasil Agreement [Member] | ABC Brasil Agreement [Member] | |
Bridge Loan [Member] | USD ($) | USD ($) | USD ($) | BRL | BRL | BRL | USD ($) | USD ($) | Monthly_installment | Banco Pine July 2012 Loan Agreement [Member] | Banco Pine July 2012 Loan Agreement [Member] | USD ($) | USD ($) | USD ($) | ||||
BRL | USD ($) | BRL | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | 52,000,000 | $18,600,000 | $22,200,000 | $19,600,000 | 52,000,000 | 22,000,000 | 30,000,000 | $600,000 | $600,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | 5.50% | 3.24% | |||||||||||||||
Derivative, Notional Amount | 8,300,000 | 22,000,000 | ||||||||||||||||
Long-term Debt | 232,461,000 | 152,062,000 | 21,097,000 | 25,259,000 | ||||||||||||||
Derivative, Fixed Interest Rate | 3.94% | 3.94% | ||||||||||||||||
Collateral Provided By Company, Certain Equipment and Other Tangible Assets, Amount | 25,600,000 | 68,000,000 | ||||||||||||||||
Debt Instrument, Period of Interest Only Quarterly Payments | 2 years | |||||||||||||||||
Number Of Equal Monthly Installments | 9 | |||||||||||||||||
Loans Payable to Bank | 300,000 | 400,000 | ||||||||||||||||
Export Financing Agreement | 2,200,000 | 2,200,000 | 2,500,000 | |||||||||||||||
Export Funding Agreement, Term | 1 year | |||||||||||||||||
Other Loans Payable, Current | $200,000 |
Debt_Letters_of_Credit_Details
Debt Letters of Credit (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2012 |
Debt Instrument [Line Items] | |||
Restricted cash | $1,619,000 | $1,648,000 | |
Letter of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Letters of Credit Outstanding, Amount | 1,000,000 | ||
Restricted cash | $1,000,000 | $900,000 |
Debt_Hercules_Credit_Facility_
Debt Hercules Credit Facility (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Jun. 24, 2014 | Mar. 29, 2014 |
Debt Instrument [Line Items] | |||
Debt Instrument, Unamortized Discount | $80.20 | ||
Hercules Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Loans Payable, Noncurrent | 29.8 | 5 | 25 |
Debt Instrument, Unamortized Discount | $0.20 | ||
Debt Instrument, Covenant Description | 15 |
Debt_Rule_144_Convertible_NOte
Debt Rule 144 Convertible NOte Offering (Details) (USD $) | 3 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2014 | 24-May-14 |
Debt Instrument [Line Items] | |||
Debt Instrument, Convertible, Conversion Price | $3.74 | ||
Rule 144A Convertible Notes Offering [Member] | |||
Debt Instrument [Line Items] | |||
Convertible Notes Payable | $30.30 | $75 | |
Extinguishment of Debt, Amount | 9.7 | ||
Related Party Financings [Member] | Rule 144A Convertible Notes Offering [Member] | |||
Debt Instrument [Line Items] | |||
Convertible Notes Payable | $24.70 |
Debt_Related_Party_Convertible
Debt Related Party Convertible Notes (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||||||
Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Jul. 30, 2012 | Oct. 31, 2013 | Aug. 31, 2013 | 24-May-14 | Jan. 15, 2014 | 29-May-14 | Dec. 24, 2012 | Sep. 14, 2012 | Jul. 26, 2013 | Sep. 30, 2013 | Jul. 31, 2014 | Jun. 06, 2013 | Jul. 31, 2013 | Jun. 30, 2013 | |
Loss from extinguishment of debt | ($9,400,000) | ($10,512,000) | ($19,914,000) | ($920,000) | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $3.74 | ||||||||||||||||||
Debt Instrument, Unamortized Discount | 80,200,000 | ||||||||||||||||||
Conversion of related party debt to common stock | 0 | 0 | 5,000,000 | ||||||||||||||||
Rule 144A Convertible Notes Offering [Member] | |||||||||||||||||||
Extinguishment of Debt, Amount | 9,700,000 | ||||||||||||||||||
Loss from extinguishment of debt | 1,100,000 | ||||||||||||||||||
Convertible Notes Payable | 30,300,000 | 75,000,000 | |||||||||||||||||
Debt Instrument, Unamortized Discount | 20,000,000 | ||||||||||||||||||
Second Tranche [Member] | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $2.87 | ||||||||||||||||||
Debt Instrument, Face Amount | 34,000,000 | ||||||||||||||||||
Related Party Convertible Notes [Member] | |||||||||||||||||||
Bridge Loan | 35,000,000 | ||||||||||||||||||
Loss from extinguishment of debt | -10,500,000 | -19,900,000 | -900,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Default Rate, Stated Percentage | 2.50% | ||||||||||||||||||
Debt Instrument, Convertible, Period Prior to Maturity to Eligible For Conversion | 10 days | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $7.07 | $4.11 | |||||||||||||||||
Debt Instrument, Closing Price Plus Incremental Rate | $0.01 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price, Milestone Price | $3.08 | ||||||||||||||||||
Period of Lock-up Upon Conversion of Debt | 6 months | ||||||||||||||||||
Convertible Notes Payable | 49,200,000 | 37,900,000 | |||||||||||||||||
Debt Instrument, Face Amount | 105,000,000 | ||||||||||||||||||
Convertible Debt, Amount Outstanding | 53,300,000 | ||||||||||||||||||
Debt Instrument, Unamortized Discount | 53,800,000 | 23,900,000 | |||||||||||||||||
Future Proceeds from Convertible Debt | 21,700,000 | ||||||||||||||||||
Debt Instrument, Early Repayment, Percentage of Principal | 101.00% | ||||||||||||||||||
Related Party Convertible Notes [Member] | August 2013 Convertible Notes [Member] | |||||||||||||||||||
Debt Instrument, Amended Promissory Note, Amount | 14,600,000 | ||||||||||||||||||
Future Proceeds from Convertible Debt | 60,000,000 | ||||||||||||||||||
Future Cancellation Of Debt, Amount | 44,200,000 | 13,000,000 | |||||||||||||||||
Related Party Convertible Notes [Member] | August 2013 Convertible Notes [Member] | Common Stock [Member] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.01 | ||||||||||||||||||
Related Party Convertible Notes [Member] | Temasek Bridge Note [Member] | |||||||||||||||||||
Bridge Loan | 35,000,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | ||||||||||||||||||
Related Party Convertible Notes [Member] | Unsecured Senior Convertible Notes 1.5% Due 2017 [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | ||||||||||||||||||
Debt Instrument, Face Amount | 38,300,000 | 15,000,000 | |||||||||||||||||
Proceeds from Convertible Debt | 15,000,000 | ||||||||||||||||||
Conversion of related party debt to common stock | 23,300,000 | ||||||||||||||||||
Related Party Convertible Notes [Member] | July 2013 Convertible Notes [Member] | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $3.08 | ||||||||||||||||||
Future Proceeds from Convertible Debt | 30,000,000 | ||||||||||||||||||
Private Placement [Member] | Related Party Convertible Notes [Member] | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $2.98 | ||||||||||||||||||
Debt Instrument, Convertible, Common Stock, Shares | 1,677,852 | ||||||||||||||||||
Private Placement [Member] | Related Party Convertible Notes [Member] | Unsecured Senior Convertible Notes 1.5% Due 2017 [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | 5,000,000 | ||||||||||||||||||
Maximum [Member] | Related Party Convertible Notes [Member] | August 2013 Convertible Notes [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | 51,800,000 | 73,000,000 | |||||||||||||||||
Private Placement Convertible Notes, Period | 24 months | ||||||||||||||||||
Foris Ventures, LLC [Member] | Rule 144A Convertible Notes Offering [Member] | |||||||||||||||||||
Convertible Notes Payable | 5,000,000 | ||||||||||||||||||
Temasek [Member] | Rule 144A Convertible Notes Offering [Member] | |||||||||||||||||||
Convertible Notes Payable | 10,000,000 | ||||||||||||||||||
Related Party Financings [Member] | Rule 144A Convertible Notes Offering [Member] | |||||||||||||||||||
Convertible Notes Payable | 14,900,000 | ||||||||||||||||||
Debt Instrument, Unamortized Discount | 9,800,000 | ||||||||||||||||||
Related Party Financings [Member] | August 2013 Convertible Notes [Member] | |||||||||||||||||||
Bridge Loan | 5,000,000 | ||||||||||||||||||
Debt Instrument, Face Amount | 73,000,000 | ||||||||||||||||||
Total [Member] | Related Party Convertible Notes [Member] | Second Tranche [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | 6,000,000 | ||||||||||||||||||
Temasek [Member] | Related Party Convertible Notes [Member] | Second Tranche [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | 25,000,000 | ||||||||||||||||||
First and Second Tranche [Member] | Related Party Convertible Notes [Member] | |||||||||||||||||||
Debt Instrument, Unamortized Discount | 30,700,000 | 6,300,000 | |||||||||||||||||
Total R&D Convertible Notes [Member] | Related Party Convertible Notes [Member] | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $10,850,000 | ||||||||||||||||||
Total R&D Convertible Notes [Member] | Related Party Convertible Notes [Member] | July 2013 Convertible Notes [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | 20,000,000 | 10,000,000 | |||||||||||||||||
Initial Installment [Member] | Related Party Convertible Notes [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | 30,000,000 | 20,000,000 | 10,000,000 | ||||||||||||||||
Initial Installment [Member] | Related Party Convertible Notes [Member] | July 2014 Convertible Notes [Member] | |||||||||||||||||||
Future Proceeds from Convertible Debt | 10,850,000 | ||||||||||||||||||
Second Installment [Member] | Related Party Convertible Notes [Member] | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $3.08 | ||||||||||||||||||
Second Installment [Member] | Related Party Convertible Notes [Member] | January 2015 Convertible Notes [Member] | |||||||||||||||||||
Future Proceeds from Convertible Debt | 10,850,000 | ||||||||||||||||||
Total Gas And Power USA Biotech Agreement [Member] | Revenue from Research and Devolopment [Member] | |||||||||||||||||||
Revenue from Related Parties | 0 | 0 | 9,800,000 | ||||||||||||||||
Total R&D Convertible Notes [Member] | Related Party Convertible Notes [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | 51,000,000 | 51,500,000 | |||||||||||||||||
Debt Instrument, Unamortized Discount | 13,100,000 | 17,600,000 | |||||||||||||||||
First Tranche [Member] | Related Party Convertible Notes [Member] | August 2013 Convertible Notes [Member] | |||||||||||||||||||
Extinguishment of Debt, Amount | 9,200,000 | ||||||||||||||||||
Debt Instrument, Amended Promissory Note, Amount | 9,200,000 | ||||||||||||||||||
Loss from extinguishment of debt | -19,900,000 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $2.44 | ||||||||||||||||||
Debt Instrument, Face Amount | 42,600,000 | ||||||||||||||||||
Future Proceeds from Convertible Debt | 35,000,000 | ||||||||||||||||||
Future Cancellation Of Debt, Amount | 7,600,000 | ||||||||||||||||||
Second Tranche [Member] | Related Party Convertible Notes [Member] | August 2013 Convertible Notes [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | 30,400,000 | ||||||||||||||||||
Future Proceeds from Convertible Debt | 25,000,000 | ||||||||||||||||||
Future Cancellation Of Debt, Amount | $5,400,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Lease Obligation) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-08 | Apr. 30, 2013 | Mar. 31, 2011 | Aug. 31, 2011 | Dec. 31, 2010 | Oct. 31, 2010 | |
sqft | |||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||
Operating Leases, Rent Expense | $5,400,000 | $4,800,000 | $4,900,000 | ||||||
Machinery and equipment [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Capital Leased Assets, Gross | 3,000,000 | ||||||||
Sale Leaseback Transaction, Unrealized Loss | 1,300,000 | ||||||||
Capital Lease Obligations | 300,000 | 1,200,000 | |||||||
Incremental Borrowing Rate Capital Lease | 6.50% | ||||||||
Building Operating Lease [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Period of Lease Term | 10 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 | ||||||||
Amendment of Lease Agreement - Emeryville [Member] | Notes Payable, Other Payables [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Lease Incentive, Elimination of Debt, Amount | 1,600,000 | ||||||||
Amendment of Lease Agreement - Emeryville [Member] | Loans and Notes Payable [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Monthly Rent Credit, Current | 71,000 | ||||||||
Monthly Rent Credit, Noncurrent | 42,000 | ||||||||
Paraiso Bioenergia Sa Agreement [Member] | Land and Land Improvements Operating Leases [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Period of Lease Term | 15 years | ||||||||
Estimated Annual Rent Expense Operating Leases | 116,000 | ||||||||
Amyris Brasil S.A. Subsidiary [Member] | Building Operating Lease [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Period of Lease Term | 5 years | ||||||||
Estimated Annual Rent Expense Operating Leases | $367,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Capital Leases, Future Minimum Payments Due [Abstract] | ||
2014 | $580 | |
2015 | 265 | |
2016 | 25 | |
2017 | 0 | |
2018 | 0 | |
Thereafter | 0 | |
Total future minimum lease payments | 870 | |
Less: amount representing interest | -54 | |
Present value of minimum lease payments | 816 | |
Less: current portion | -541 | -956 |
Long-term portion | 275 | 287 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2014 | 6,694 | |
2015 | 6,564 | |
2016 | 6,565 | |
2017 | 6,653 | |
2018 | 6,791 | |
Thereafter | 25,346 | |
Total future minimum lease payments | 58,613 | |
Capital Leases And Operating Leases, Future Minimum Payments Due, Next Twelve Months | 7,274 | |
Capital Leases And Operating Leases, Future Minimum Payments Due, Due in Two Years | 6,829 | |
Capital Leases And Operating Leases, Future Minimum Payments Due, Due in Three Years | 6,590 | |
Capital Leases And Operating Leases, Future Minimum Payments Due, Due in Four Years | 6,653 | |
Capital Leases And Operating Leases, Future Minimum Payments Due, Due in Five Years | 6,791 | |
Capital Leases And Operating Leases, Future Minimum Payments Due, Due Thereafter | 25,346 | |
Capital Leases And Operating Leases, Future Minimum Payments Due | $59,483 |
Commitments_and_Contingencies_3
Commitments and Contingencies Guarantor Arrangements/Purchase Obligations and Other Matters (Details) | Dec. 31, 2014 | 24-May-14 | Nov. 30, 2010 | Dec. 31, 2014 | Dec. 31, 2014 | Nov. 15, 2011 | Dec. 31, 2014 | Nov. 15, 2011 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 13, 2012 | Jul. 13, 2012 | Dec. 31, 2014 | Jun. 24, 2014 | Mar. 29, 2014 | Dec. 31, 2014 | 29-May-14 | Dec. 31, 2013 | Jul. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Mar. 26, 2014 | Mar. 18, 2013 |
In Millions, except Per Share data, unless otherwise specified | USD ($) | USD ($) | FINEP Credit Facility [Member] | FINEP Credit Facility [Member] | FINEP Credit Facility [Member] | Performance Guarantee [Member] | Performance Guarantee [Member] | Performance Guarantee [Member] | BNDES Credit Facility [Member] | BNDES Credit Facility [Member] | BNDES Credit Facility [Member] | Pine and Nossa Caixa Loan Agreement [Member] | Pine and Nossa Caixa Loan Agreement [Member] | Pine and Nossa Caixa Loan Agreement [Member] | Pine and Nossa Caixa Loan Agreement [Member] | Hercules Loan Facility [Member] | Hercules Loan Facility [Member] | Hercules Loan Facility [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | Related Party Convertible Notes [Member] | ABC Brasil Agreement [Member] | ABC Brasil Agreement [Member] | ABC Brasil Agreement [Member] |
Chattel Mortgage [Member] | Chattel Mortgage [Member] | Payment Guarantee [Member] | Payment Guarantee [Member] | BNDES [Member] | BNDES [Member] | BNDES [Member] | USD ($) | USD ($) | USD ($) | BRL | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Unsecured Debt [Member] | USD ($) | USD ($) | USD ($) | |||||
USD ($) | BRL | USD ($) | BRL | USD ($) | BRL | USD ($) | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $80.20 | $0.20 | $53.80 | $23.90 | ||||||||||||||||||||||
Research and Development Asset Acquired Other than Through Business Combination, Fair Value Acquired | 2.3 | 6 | ||||||||||||||||||||||||
Collateral Provided By Company, Certain Equipment and Other Tangible Assets, Amount | 9.4 | 24.9 | 25.6 | 68 | ||||||||||||||||||||||
Export Financing Agreement | 2.2 | 2.2 | 2.5 | |||||||||||||||||||||||
Export Funding Agreement, Term | 1 year | |||||||||||||||||||||||||
Period Required For Restricted Cash | 3 months | |||||||||||||||||||||||||
Restricted Cash and Cash Equivalents | 0.1 | 0.2 | ||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $3.74 | $4.11 | $7.07 | $7.07 | ||||||||||||||||||||||
Debt Instrument, Face Amount | 18.6 | 22.2 | 19.6 | 52 | 105 | 69 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 7.00% | 5.50% | 5.50% | 1.50% | |||||||||||||||||||||
Purchase Obligation | 2.9 | |||||||||||||||||||||||||
Contractual Obligation | 1.6 | |||||||||||||||||||||||||
Loss on Purchase Commitments | 0 | |||||||||||||||||||||||||
Loans Payable, Noncurrent | $29.80 | $5 | $25 |
Joint_Ventures_and_Noncontroll2
Joint Ventures and Noncontrolling Interest (Variable Interest Entity) (Details) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2011 | Jan. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 10, 2014 | Apr. 01, 2014 | Dec. 31, 2014 | Oct. 01, 2014 | Sep. 03, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
USD ($) | USD ($) | USD ($) | Variable Interest Entity, Primary Beneficiary [Member] | Variable Interest Entity, Primary Beneficiary [Member] | Glycotech Agreement [Member] | Glycotech Agreement [Member] | Glycotech Agreement [Member] | Joint Venture with JVCO [Member] | Joint Venture with JVCO [Member] | Joint Venture with Cosan [Member] | Joint Venture with Cosan [Member] | Joint Venture with Cosan [Member] | Joint Venture with Cosan [Member] | Novvi First Loan [Member] | Novvi First Loan [Member] | Novvi First Loan [Member] | Novvi Second Loan [Member] [Member] | Novvi LLC [Member] | Novvi LLC [Member] | Novvi LLC [Member] | Novvi LLC [Member] | Novvi LLC [Member] | Joint Venture with Cosan [Member] | Equity Method Investments [Member] | Equity Method Investments [Member] | |
consolidated_VIE | USD ($) | USD ($) | Variable Interest Entity, Primary Beneficiary [Member] | Variable Interest Entity, Primary Beneficiary [Member] | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Revenue from Research and Devolopment [Member] | Revenue from Research and Devolopment [Member] | USD ($) | Joint Venture with Cosan [Member] | Joint Venture with Cosan [Member] | ||||
consolidated_VIE | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||||||||||||||
Deferred Gain on Investment | $0 | ($5,000,000) | ||||||||||||||||||||||||
Receivable with Imputed Interest, Discount | 1,045,000 | |||||||||||||||||||||||||
Loss from investment in affiliate | 2,910,000 | 0 | 0 | -2,910,000 | 0 | |||||||||||||||||||||
Revenue from Related Parties | 100,000 | 1,100,000 | 0 | 0 | 2,600,000 | |||||||||||||||||||||
Accounts Receivable, Related Parties, Current | 100,000 | 300,000 | ||||||||||||||||||||||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets | 22,812,000 | 25,730,000 | ||||||||||||||||||||||||
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 | 2 | 2 | ||||||||||||||||||||||||
Variable Interest Entity, Consolidated, Carrying Amount, Other Assets | 3,400,000 | |||||||||||||||||||||||||
Variable Interest Entity, Consolidated, Carrying Amount, Current Assets | 400,000 | |||||||||||||||||||||||||
Variable Interest Entity, Consolidated, Carrying Amount, Accounts Payable And Accrued Liabilities | 200,000 | |||||||||||||||||||||||||
Variable Interest Entity, Consolidated, Carrying Amount, Loan Obligations | 100,000 | |||||||||||||||||||||||||
Assets | 19,000,000 | |||||||||||||||||||||||||
Liabilities | 290,000 | 229,000 | ||||||||||||||||||||||||
Capitalization, Long-term Debt and Equity | 100,000 | 100,000 | ||||||||||||||||||||||||
Equity and loans in affiliate | 2,260,000 | 68,000 | 2,192,000 | 0 | 2,100,000 | 200,000 | 2,312,000 | 5,000,000 | ||||||||||||||||||
Due from Affiliates | $1,745,000 | $1,800,000 | $600,000 | $1,200,000 | $1,000,000 |
Joint_Ventures_and_Noncontroll3
Joint Ventures and Noncontrolling Interest Narrative (Details) | 1 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||
Mar. 31, 2013 | Mar. 26, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Apr. 30, 2010 | Apr. 14, 2010 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 26, 2013 | Mar. 26, 2013 | |
Joint Venture with Cosan [Member] | Joint Venture with Cosan [Member] | Joint Venture with JVCO [Member] | Joint Venture with JVCO [Member] | SMA Industria Quimica S.A. [Member] | SMA Industria Quimica S.A. [Member] | Maximum [Member] | Maximum [Member] | Novvi LLC [Member] | Novvi LLC [Member] | Novvi LLC [Member] | Revenue from Research and Devolopment [Member] | Revenue from Research and Devolopment [Member] | Equity Method Investments [Member] | Equity Method Investments [Member] | |
Corporate Joint Venture [Member] | Corporate Joint Venture [Member] | USD ($) | EUR (€) | Corporate Joint Venture [Member] | Corporate Joint Venture [Member] | SMA Industria Quimica S.A. [Member] | SMA Industria Quimica S.A. [Member] | USD ($) | USD ($) | USD ($) | Novvi LLC [Member] | Novvi LLC [Member] | Joint Venture with Cosan [Member] | Granting IP License to Novvi [Member] | |
member | Corporate Joint Venture [Member] | Corporate Joint Venture [Member] | USD ($) | USD ($) | USD ($) | Joint Venture with Cosan [Member] | |||||||||
Y | USD ($) | BRL | USD ($) | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||
Initial Term of Joint Venture | 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 | ||||||||||||||
Loans to affiliate | $23,300,000 | 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% | |||||||||||||
Obligation to Fund Agreement, Cash Portion | 10,000,000 | ||||||||||||||
Funding Obligation, in Kind | 10,000,000 | ||||||||||||||
Revenue from Related Parties | 100,000 | 1,100,000 | 0 | 0 | 2,600,000 | ||||||||||
Capitalization, Long-term Debt and Equity | $100,000 | € 100,000 |
Joint_Ventures_and_Noncontroll4
Joint Ventures and Noncontrolling Interest (Noncontrolling Interest) (Details) | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2011 | Apr. 14, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | |
USD ($) | USD ($) | USD ($) | Noncontrolling Interest [Member] | Noncontrolling Interest [Member] | Noncontrolling Interest [Member] | Glycotech Agreement [Member] | Corporate Joint Venture [Member] | Variable Interest Entity, Primary Beneficiary [Member] | Variable Interest Entity, Primary Beneficiary [Member] | Maximum [Member] | Maximum [Member] | |
consolidated_VIE | USD ($) | USD ($) | USD ($) | SMA Industria Quimica S.A. [Member] | USD ($) | USD ($) | Corporate Joint Venture [Member] | Corporate Joint Venture [Member] | ||||
Y | consolidated_VIE | SMA Industria Quimica S.A. [Member] | SMA Industria Quimica S.A. [Member] | |||||||||
member | USD ($) | BRL | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||
Liabilities | $290,000 | $229,000 | ||||||||||
Variable Interest Entity, Consolidated, Carrying Amount, Accounts Payable And Accrued Liabilities | 200,000 | |||||||||||
Period of Initial Term of Collaboration Agreement | 2 years | |||||||||||
Loans to affiliate | 23,300,000 | 61,800,000 | ||||||||||
Variable Interest Entity Number of Entities | 2 | 2 | ||||||||||
Assets | 19,000,000 | |||||||||||
Equity Method Investment Period Company is required to Purchase Output of SMA | 4 | |||||||||||
Equity Method Investment Number of Company Appointed Members of Executive Committee | 2 | |||||||||||
Additional Year Periods of Collaboration Agreement | 1 year | |||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||
Beginning Balance | -584,000 | -584,000 | -877,000 | |||||||||
Foreign currency translation adjustment | -9,798,000 | -7,191,000 | -6,626,000 | 92,000 | 89,000 | 257,000 | ||||||
Income (loss) attributable to noncontrolling interest | 119,000 | -204,000 | 894,000 | -119,000 | 204,000 | |||||||
Ending Balance | ($611,000) | ($584,000) | ($611,000) | ($584,000) | ($877,000) | |||||||
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 |
Significant_Agreements_Researc
Significant Agreements (Research and Development Activities - Other Agreements) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||||||||
Jul. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2010 | Apr. 23, 2013 | Mar. 13, 2013 | Nov. 30, 2010 | Sep. 30, 2011 | Nov. 30, 2011 | Jul. 13, 2012 | 24-May-14 | Apr. 30, 2014 | Mar. 31, 2014 | 29-May-14 | Mar. 24, 2013 | Jul. 26, 2013 | Jul. 31, 2014 | Jun. 06, 2013 | Jul. 31, 2013 | Jun. 30, 2013 | |
Y | payment | ||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $3.74 | ||||||||||||||||||||
Funding Period, Period after Completion to Decide to Proceed with Program | 30 days | ||||||||||||||||||||
Collaboration Agreement, Funding Obligation Advanced Installments | $2,000,000 | $4,000,000 | |||||||||||||||||||
Grants and collaborations revenue | 19,835,000 | 22,664,000 | 14,281,000 | ||||||||||||||||||
Deferred revenue, net of current portion | 6,539,000 | 5,000,000 | |||||||||||||||||||
Revenue Recognition, Milestone Method, Revenue Recognized | 2,000,000 | ||||||||||||||||||||
Renewable product sales | 22,793,000 | 14,428,000 | 10,802,000 | ||||||||||||||||||
Total Gas And Power USA Biotech Agreement [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Research and Development Arrangement Funding From Collaborator to Offset Costs Incurred | 50,000,000 | ||||||||||||||||||||
Additional Year Periods of Collaboration Agreement | 3 years | ||||||||||||||||||||
Period To Achieve Profits Equal To Funding Provided | 3 | ||||||||||||||||||||
Period of Initial Term of Collaboration Agreement | 12 years | ||||||||||||||||||||
International Flavors & Fragrances Inc Agreement [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Collaboration Agreement, Range of Funding, First Phase of Collaberation | 6,000,000 | ||||||||||||||||||||
Collaboration Agreement, Revenue from Joint Development | 2,500,000 | 6,000,000 | |||||||||||||||||||
Deferred Revenue | 0 | 1,500,000 | |||||||||||||||||||
Firmenich SA Agreement [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Potential Future Payments From Collaborators | 6,000,000 | ||||||||||||||||||||
Collaboration Agreement, Annual Funding | 10,000,000 | ||||||||||||||||||||
Collaboration Agreement, Initial Payment | 10,000,000 | ||||||||||||||||||||
Revenue Recognition, Milestone Method, Potential Revenue to be Recognized | 5,000,000 | ||||||||||||||||||||
Collaboration Agreement, Shares of Product Margins from Sales of Each Compound Threshold Amount Until New Percentage Share Distribution | 15,000,000 | ||||||||||||||||||||
Collaborator Agreement Performance Bonus | 2,500,000 | ||||||||||||||||||||
Collaborator Agreement Performance Bonus, Number of Payment | 1 | ||||||||||||||||||||
Firmenich [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Grants and collaborations revenue | 10,000,000 | 7,900,000 | |||||||||||||||||||
Renewable product sales | 8,200,000 | ||||||||||||||||||||
Michelin Agreement [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Proceeds from Collaborators | 4,000,000 | 5,000,000 | |||||||||||||||||||
Michelin and Braskem Collaboration Agreement [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Deferred Revenue | 8,100,000 | 5,000,000 | |||||||||||||||||||
Grants and collaborations revenue | 900,000 | ||||||||||||||||||||
Kuraray Securities Purchase Agreement [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Grants and collaborations revenue | 900,000 | ||||||||||||||||||||
Before Firmenich Receives 15 Million Dollars More Than The Company in Agregate [Member] | Firmenich SA Agreement [Member] | Firmenich [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Collaboration Agreement, Percentage Shares of Product Margins from Sales of Each Compound | 70.00% | ||||||||||||||||||||
Fuels JV [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||||||||||||||||
Equity Method Investment Partner Ownership Percentage | 50.00% | ||||||||||||||||||||
November 2011 Amendment Collaborator Agreement [Member] | Total Gas And Power USA Biotech Agreement [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Research and Development Arrangement Funding From Collaborator to Offset Costs Incurred | 50,000,000 | ||||||||||||||||||||
Agreement to Fund, Percentage of All Remaining Research and Development Costs | 50.00% | ||||||||||||||||||||
Research and Development Arrangement, Funding From Collaborator to Offset Costs Incurred, First Additional Amount | 30,000,000 | ||||||||||||||||||||
Research and Development Service Contract | 23,200,000 | ||||||||||||||||||||
Other Liabilities, Due to Related Parties, Noncurrent | 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 Reduced Capitalized Deferred Charge Asset | 14,400,000 | ||||||||||||||||||||
Revenue from Related Parties | 8,900,000 | ||||||||||||||||||||
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 | ||||||||||||||||||||
Related Party Convertible Notes [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | 7.0682 | $4.11 | |||||||||||||||||||
Debt Instrument, Closing Price Plus Incremental Rate | 0.01 | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price, Milestone Price | 3.08 | ||||||||||||||||||||
Debt Instrument, Face Amount | 105,000,000 | ||||||||||||||||||||
May 15th 2013 [Member] | Related Party Convertible Notes [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Collaboration Agreement, Funding Obligation Advanced Installments | 10,000,000 | ||||||||||||||||||||
June 15th 2013 [Member] | Related Party Convertible Notes [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Collaboration Agreement, Funding Obligation Advanced Installments | 10,000,000 | ||||||||||||||||||||
July 2013 Convertible Notes [Member] | Related Party Convertible Notes [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $3.08 | ||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Period Prior To Conversion Of Debt Company Required To Register Eligible Shares | 20 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 Or Debt Offering Amount Paid Through Cancellation Of Previous Debt | 30,000,000 | ||||||||||||||||||||
Period Subsequent to Conversion of Debt Company Required to Register Shares | 30 days | ||||||||||||||||||||
Unsecured Debt [Member] | Related Party Convertible Notes [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $7.07 | ||||||||||||||||||||
Debt Instrument, Face Amount | 69,000,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | ||||||||||||||||||||
Minimum [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Period Subsequent To Filing Registration Statement Required To Be Effective | 70 days | ||||||||||||||||||||
Maximum [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Period Subsequent To Filing Registration Statement Required To Be Effective | 100 days | ||||||||||||||||||||
Total R&D Convertible Notes [Member] | Related Party Convertible Notes [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $10,850,000 | ||||||||||||||||||||
Total R&D Convertible Notes [Member] | July 2013 Convertible Notes [Member] | Related Party Convertible Notes [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | 20,000,000 | 10,000,000 | |||||||||||||||||||
Initial Installment [Member] | Related Party Convertible Notes [Member] | |||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | 30,000,000 | $20,000,000 | $10,000,000 |
Significant_Agreements_Manufac
Significant Agreements (Manufacturing Agreements) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 5 Months Ended | ||||||||
Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 24-May-14 | Apr. 30, 2014 | Mar. 31, 2014 | Feb. 24, 2012 | Jul. 31, 2011 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Debt Instrument, Convertible, Conversion Price | $3.74 | ||||||||||
Collaboration Agreement, Funding Obligation Advanced Installments | $2,000,000 | $4,000,000 | |||||||||
Facility Modification Costs Written Off | 10,000,000 | ||||||||||
Loss on purchase commitments and write-off of property, plant and equipment | 9,400,000 | 45,900,000 | 1,769,000 | 9,366,000 | 45,854,000 | ||||||
Tate & Lyle Termination Agreement [Member] | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Loss on purchase commitments and write-off of property, plant and equipment | 8,400,000 | ||||||||||
Production Assets Written Off | 6,700,000 | ||||||||||
Deposits Assets, Noncurrent | 2,700,000 | ||||||||||
Loss Related to Adverse Purchase Commitments | 1,000,000 | ||||||||||
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 | ||||||||||
Albemarle Agreement [Member] | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
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 | ||||||||||
Collaborator Agreement Performance Bonus, Second Required Payment | 2,500,000 | ||||||||||
Agreement With Collaborator, Obligation To Pay Fixed Costs | 3,500,000 | 7,500,000 | |||||||||
Payable 2014 [Member] | Albemarle Agreement [Member] | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Agreement With Collaborator, Obligation To Pay Fixed Costs | $4,000,000 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | ($3,807,000) | ($772,000) | ||
Goodwill | 560,000 | 560,000 | ||
Goodwill and Intangible Assets, Gross | 9,892,000 | 9,892,000 | ||
Impairment of intangible assets | 3,035,000 | 0 | 0 | |
Acquired Licenses and Permits [Member] | ||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
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 | -772,000 | ||
Finite-Lived Intangible Assets, Net | 0 | 0 | ||
Amortization of Intangible Assets | 0 | 0 | -400,000 | |
In Process Research and Development [Member] | ||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 8,560,000 | |||
Impairment of Intangible Assets, Finite-lived | -3,035,000 | 0 | ||
Draths Corporation [Member] | ||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Business Acquisition, Purchase Price Allocation, In-Process Research and Development | 8,600,000 | |||
Net carrying value [Member] | In Process Research and Development [Member] | ||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 5,525,000 | |||
Gross carrying amount [Member] | In Process Research and Development [Member] | ||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $8,560,000 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | |||||
Jan. 11, 2013 | Dec. 24, 2012 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Jan. 23, 2013 | Sep. 30, 2010 | Mar. 26, 2013 | |
Class of Stock [Line Items] | ||||||||||
Stock issued during period, shares | 5,033,557 | 943,396 | ||||||||
Stock Issued During Period, Price Per Share, New Issues | $2.98 | $4.24 | ||||||||
Stock Issued During Period, Value, New Issues | $4,000,000 | $19,980,000 | $89,682,000 | |||||||
Proceeds from Issuance of Private Placement, First Payment Received | 22,200,000 | |||||||||
Proceeds from Issuance of Private Placement | 37,200,000 | 4,000,000 | 19,980,000 | 84,682,000 | ||||||
Proceeds from Issuance of Private Placement Remaining Balance to be Settled | 15,000,000 | |||||||||
Common stock, shares authorized | 300,000,000 | 200,000,000 | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||
Common Stock, Shares, Outstanding | 79,221,883 | 76,662,812 | ||||||||
Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period, shares | 14,177,849 | |||||||||
Unsecured Senior Convertible Promissory Notes [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Extinguishment of Debt, Amount | 5,000,000 | |||||||||
Biolding Investment SA [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period, shares | 1,533,742 | |||||||||
Stock Issued During Period, Price Per Share, New Issues | $3.26 | |||||||||
Proceeds from Issuance of Private Placement | 5,000,000 | |||||||||
Commitment to purchase company common stock | 15,000,000 | |||||||||
Equity Incentive Plan, 2010 [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 3,833,141 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized, Percentage Increase of Common Stock, Shares, Outstanding | 5.00% | |||||||||
Employee Stock Purchase Plan, 2010 [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 766,628 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized, Percentage Increase of Common Stock, Shares, Outstanding | 1.00% | |||||||||
Commitment Fulfilled [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Commitment to purchase company common stock | $10,000,000 | |||||||||
Convertible Notes Payable [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Extinguishment of Debt, Common Stock, Shares | 1,677,852 |
Stockholders_Equity_Common_Sto
Stockholders' Equity Common Stock Warrants (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Jan. 11, 2013 | Dec. 31, 2014 | Dec. 24, 2012 | Dec. 31, 2012 | Oct. 31, 2013 |
Class of Warrant or Right [Line Items] | |||||
Stock issued during period, shares | 5,033,557 | 943,396 | |||
Common Stock [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Outstanding | 21,087 | ||||
Stock issued during period, shares | 14,177,849 | ||||
Class of Warrant or Right, Unexercised Warrants or Rights Outstanding | 1,021,087 | ||||
Warrants In Connection With Capital Lease Arrangement [Member] | Common Stock [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 10.67 | ||||
Warrants and Rights Outstanding | 0.2 | ||||
Contractual term (in years) | 10 years | ||||
Risk-free interest rate | 2.00% | ||||
Expected volatility | 86.00% | ||||
Expected dividend yield | 0.00% | ||||
Warrants In Connection With Issuance of Tranche I Convertible Promissory Notes [Member] | Common Stock [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Outstanding | 1,000,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.01 | ||||
Warrants and Rights Outstanding | $1.30 | ||||
Contractual term (in years) | 3 years 4 months 17 days | ||||
Risk-free interest rate | 0.77% | ||||
Expected volatility | 45.00% | ||||
Expected dividend yield | 0.00% |
StockBased_Compensation_Plans_1
Stock-Based Compensation Plans - (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 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 | 1,923,593 | ||||
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 | 8,692,818 | 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 | 5,133,576 | 4,351,596 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | 5.72 | 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 | 1,787,160 | 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 | 8.04 | 8.59 | |||
Employee Stock Purchase Plan, 2010 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
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 | 815,569 | 168,627 | |||
Issuance of common stock upon exercise of stock options, net of restricted stock, shares | 352,816 | 472,039 | |||
Share based Compensation Arrangement by Share-based Payment Award Purchase Price Percentage | 85.00% |
StockBased_Compensation_Plans_2
Stock-Based Compensation Plans - Stock Option Activity (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 28, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $600,000 | $600,000 | $2,700,000 | |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $3.13 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | -1,166,744 | |||
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 | 8,409,605 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $7.39 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 10,539,978 | 8,409,605 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $6.10 | $7.39 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 2 months 19 days | 7 years 4 months 24 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 50,000 | 12,393,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 3,723,791 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $3.48 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 9,809,190 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $6.29 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 7 years 1 month 6 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | 50,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 5,067,030 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $8.48 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 9 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $50,000 | |||
Issuance of common stock upon exercise of stock options, net of restricted stock, shares | 426,674 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $8.12 | |||
Employee Stock Option [Member] | $0.10—$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 | $0.10 | |||
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 | 1,540,022 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $2.64 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 8 months 16 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 782,168 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $2.59 | |||
Employee Stock Option [Member] | $2.81—$2.94 | ||||
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 | $2.94 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 1,056,280 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $2.88 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 9 months 4 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 428,958 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $2.88 | |||
Employee Stock Option [Member] | $2.96—$3.37 | ||||
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 | $2.96 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $3.37 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 1,152,334 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $3.09 | |||
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 | 384,611 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $3.07 | |||
Employee Stock Option [Member] | $3.44—$3.44 | ||||
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 | $3.44 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $3.44 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 99,450 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $3.44 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 1 month 10 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $0 | |||
Employee Stock Option [Member] | $3.51—$3.51 | ||||
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 | $3.51 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $3.51 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 2,298,097 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $3.51 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 11 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $0 | |||
Employee Stock Option [Member] | $3.55—$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 | $3.55 | |||
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 | 1,087,193 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $3.83 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 10 months 2 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 541,143 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $3.84 | |||
Employee Stock Option [Member] | $3.93—$4.31 | ||||
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 | $4.31 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 1,391,698 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $4.06 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 3 months 15 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,225,393 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $4.07 | |||
Employee Stock Option [Member] | $4.35—$20.41 | ||||
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 | $4.35 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $20.41 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 1,403,842 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $15.45 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 7 months 17 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,265,133 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $15.55 | |||
Employee Stock Option [Member] | $24.20—$26.84 | ||||
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 | $24.20 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $26.84 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 451,062 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $26.41 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 1 month 24 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 379,624 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $26.37 | |||
Employee Stock Option [Member] | $30.17—$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 | $30.17 | |||
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 | 60,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $30.17 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 2 months 12 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 60,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $30.17 | |||
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, Outstanding, Number, Ending Balance | 1,787,160 | 2,014,769 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $8.04 | $8.59 | ||
Employee Stock Purchase Plan, 2010 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 815,569 | 168,627 | ||
Issuance of common stock upon exercise of stock options, net of restricted stock, shares | 352,816 | 472,039 | ||
Equity Incentive Plan, 2010 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 5,133,576 | 4,351,596 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 8,692,818 | 6,334,836 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $5.72 | $7.04 |
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, 2014 | Dec. 31, 2013 | |
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, Forfeited in Period | -177,561 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $3.24 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | -1,246,673 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $4.55 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,975,503 | 2,316,437 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $3.59 | $4.30 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Term | 11 months 5 days | 10 months 17 days |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,083,300 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $3.51 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Expected to Vest | 1,779,174 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Expected to Vest, Weighted Average Grant Date Fair Value | $3.59 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested and Expected to Vest , Weighted Average Remaining Contractual Term | 10 months 13 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, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | $14,105 | $18,047 | $27,473 |
Research and Development Expense [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | 3,508 | 4,281 | 6,451 |
Sales General and Administrative Expense [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | $10,597 | $13,766 | $21,022 |
StockBased_Compensation_Plans_5
Stock-Based Compensation Plans - Employee Stock-Based Compensation (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $14,105,000 | $18,047,000 | $27,473,000 | |
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, Grants in Period | 1,083,300 | |||
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 3,508,000 | 4,281,000 | 6,451,000 | |
Sales General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 10,597,000 | 13,766,000 | 21,022,000 | |
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, Plan Modification, Compensation Cost | 100,000 | 1,000,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting of Options | 0 | 458,424 | 825,523 | |
Allocated Share-based Compensation Expense | 13,885,000 | 17,731,000 | 27,329,000 | |
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Risk-free interest rate | 1.90% | 1.40% | 1.10% | |
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years | |
Expected volatility | 75.00% | 82.00% | 77.00% | |
Employee Share Based Compensation [Member] | Common Stock [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 | 3,683,791 | 2,849,919 | 3,589,593 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $2.31 | $1.98 | $2.28 | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 11,400,000 | 15,000,000 | 51,200,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 9 months 18 days | |||
Allocated Share-based Compensation Expense | 10,100,000 | 13,100,000 | 20,200,000 | |
Employee Share Based Compensation [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 3,600,000 | 3,600,000 | 7,800,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,083,300 | 1,222,250 | 2,956,900 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other Than Options, Grants in Period, Weighted Average Fair Value | $3.51 | $2.85 | $3.46 | |
Allocated Share-based Compensation Expense | 3,300,000 | 4,100,000 | 6,300,000 | |
Employee Share Based Compensation [Member] | Employee Stock Purchase Plan, 2010 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 500,000 | 600,000 | 800,000 | |
Employee Share Based Compensation [Member] | Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 3,504,000 | 4,278,000 | 6,442,000 | |
Employee Share Based Compensation [Member] | Sales General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 10,381,000 | 13,453,000 | 20,887,000 | |
Chief Executive Officer [Member] | Board of Directors and Their Affiliates [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, 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 |
StockBased_Compensation_Plans_6
Stock-Based Compensation Plans - Nonemployee Stock-Based Compensation (Details) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
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 | 40,000 | 140,000 | 3,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $0.20 | $0.10 | $0.10 |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.70% | 1.30% | 1.40% |
Expected term (in years) | 5 years 9 months 22 days | 4 years 9 months 18 days | 7 years |
Expected volatility | 75.00% | 81.00% | 77.00% |
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 | 1,083,300 | ||
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 | 0 | 10,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $0 | $0.10 | $0.10 |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |
Compensation and Employee Benefit Plans [Text Block] | $0.40 |
401K Voluntary Contributions, Percentage of Eligible Compensation | 90.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||
Jan. 11, 2013 | Dec. 24, 2012 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Jun. 30, 2014 | Jul. 30, 2012 | Oct. 31, 2013 | Aug. 31, 2013 | 24-May-14 | Mar. 26, 2013 | Jan. 15, 2014 | 29-May-14 | Jul. 26, 2013 | Sep. 14, 2012 | Sep. 30, 2013 | Jul. 31, 2013 | Jun. 30, 2013 | Oct. 01, 2014 | Sep. 03, 2014 | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,033,557 | 943,396 | ||||||||||||||||||||
Stock Issued During Period, Price Per Share, New Issues | $2.98 | $4.24 | ||||||||||||||||||||
Proceeds from issuance of common stock in private placements, net of issuance costs | $37,200,000 | $4,000,000 | $19,980,000 | $84,682,000 | ||||||||||||||||||
Conversion of related party debt to common stock | 0 | 0 | 5,000,000 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $3.74 | |||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt | -9,400,000 | -10,512,000 | -19,914,000 | -920,000 | ||||||||||||||||||
Gain (loss) from change in fair value of derivative instruments | 144,138,000 | -84,726,000 | 1,790,000 | |||||||||||||||||||
Long-term Debt | 232,461,000 | 152,062,000 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | 80,200,000 | |||||||||||||||||||||
Biolding Investment SA [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,533,742 | |||||||||||||||||||||
Stock Issued During Period, Price Per Share, New Issues | $3.26 | |||||||||||||||||||||
Proceeds from issuance of common stock in private placements, net of issuance costs | 5,000,000 | |||||||||||||||||||||
Commitment to purchase company common stock | 15,000,000 | |||||||||||||||||||||
Novvi LLC [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Revenue from Related Parties | 100,000 | 1,100,000 | 0 | |||||||||||||||||||
Accounts Receivable, Related Parties, Current | 100,000 | 300,000 | ||||||||||||||||||||
Total Gas And Power USA Biotech Agreement [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Accounts Receivable, Related Parties, Current | 300,000 | 200,000 | ||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 943,396 | 6,567,299 | 21,040,717 | |||||||||||||||||||
Second Tranche [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | 34,000,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $2.87 | |||||||||||||||||||||
Rule 144A Convertible Notes Offering [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Extinguishment of Debt, Amount | 9,700,000 | |||||||||||||||||||||
Convertible Notes Payable | 30,300,000 | 75,000,000 | ||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt | 1,100,000 | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | 20,000,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 14,177,849 | |||||||||||||||||||||
Unsecured Senior Convertible Promissory Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Extinguishment of Debt, Amount | 5,000,000 | |||||||||||||||||||||
Bridge Loan | 35,000,000 | |||||||||||||||||||||
Related Party Convertible Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | 105,000,000 | |||||||||||||||||||||
Convertible Debt, Amount Outstanding | 53,300,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $7.07 | $4.11 | ||||||||||||||||||||
Debt Instrument, Closing Price Plus Incremental Rate | $0.01 | |||||||||||||||||||||
Convertible Notes Payable | 49,200,000 | 37,900,000 | ||||||||||||||||||||
Bridge Loan | 35,000,000 | |||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt | -10,500,000 | -19,900,000 | -900,000 | |||||||||||||||||||
Future Proceeds from Convertible Debt | 21,700,000 | |||||||||||||||||||||
Long-term Debt | 115,239,000 | 89,499,000 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | 53,800,000 | 23,900,000 | ||||||||||||||||||||
Related Party Convertible Notes [Member] | July 2013 Convertible Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $3.08 | |||||||||||||||||||||
Future Proceeds from Convertible Debt | 30,000,000 | |||||||||||||||||||||
Related Party Convertible Notes [Member] | Unsecured Senior Convertible Notes 1.5% Due 2017 [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||||||||||||||||||||
Debt Instrument, Face Amount | 38,300,000 | 15,000,000 | ||||||||||||||||||||
Conversion of related party debt to common stock | 23,300,000 | |||||||||||||||||||||
Related Party Convertible Notes [Member] | August 2013 Convertible Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Future Cancellation Of Debt, Amount | 44,200,000 | 13,000,000 | ||||||||||||||||||||
Debt Instrument, Amended Promissory Note, Amount | 14,600,000 | |||||||||||||||||||||
Future Proceeds from Convertible Debt | 60,000,000 | |||||||||||||||||||||
Related Party Convertible Notes [Member] | Temasek Bridge Note [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | |||||||||||||||||||||
Bridge Loan | 35,000,000 | |||||||||||||||||||||
Related Party Convertible Notes [Member] | Unsecured Debt [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||||||||||||||||||||
Debt Instrument, Face Amount | 69,000,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $7.07 | |||||||||||||||||||||
Related Party Financings [Member] | August 2013 Convertible Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | 73,000,000 | |||||||||||||||||||||
Bridge Loan | 5,000,000 | |||||||||||||||||||||
Related Party Financings [Member] | Common Stock [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Benefical Owner, Ownership Percentage of Common Stock | 5.00% | |||||||||||||||||||||
Related Party Financings [Member] | Unsecured Senior Convertible Promissory Notes [Member] | July 2013 Convertible Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | ||||||||||||||||||||
Debt Instrument, Face Amount | 20,000,000 | 10,000,000 | ||||||||||||||||||||
Temasek [Member] | Related Party Convertible Notes [Member] | Second Tranche [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | 25,000,000 | |||||||||||||||||||||
Total [Member] | Related Party Convertible Notes [Member] | Second Tranche [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | 6,000,000 | |||||||||||||||||||||
Revenue from Research and Devolopment [Member] | Novvi LLC [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Revenue from Related Parties | 0 | 2,600,000 | ||||||||||||||||||||
Revenue from Research and Devolopment [Member] | Total Gas And Power USA Biotech Agreement [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Revenue from Related Parties | 0 | 0 | 9,800,000 | |||||||||||||||||||
First Tranche [Member] | Related Party Convertible Notes [Member] | August 2013 Convertible Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | 42,600,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $2.44 | |||||||||||||||||||||
Extinguishment of Debt, Amount | 9,200,000 | |||||||||||||||||||||
Future Cancellation Of Debt, Amount | 7,600,000 | |||||||||||||||||||||
Debt Instrument, Amended Promissory Note, Amount | 9,200,000 | |||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt | -19,900,000 | |||||||||||||||||||||
Future Proceeds from Convertible Debt | 35,000,000 | |||||||||||||||||||||
Second Tranche [Member] | Related Party Convertible Notes [Member] | August 2013 Convertible Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | 30,400,000 | |||||||||||||||||||||
Future Cancellation Of Debt, Amount | 5,400,000 | |||||||||||||||||||||
Future Proceeds from Convertible Debt | 25,000,000 | |||||||||||||||||||||
Novvi First Loan [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Due from Affiliates | 1,800,000 | 600,000 | 1,200,000 | |||||||||||||||||||
Initial Installment [Member] | Related Party Convertible Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | 30,000,000 | 20,000,000 | 10,000,000 | |||||||||||||||||||
Initial Installment [Member] | Related Party Convertible Notes [Member] | July 2014 Convertible Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Future Proceeds from Convertible Debt | 10,850,000 | |||||||||||||||||||||
Foris Ventures, LLC [Member] | Rule 144A Convertible Notes Offering [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Convertible Notes Payable | $5,000,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Income Tax Expense (Benefit), Continuing Operations | $495 | ($847) | $981 |
Current Foreign Tax Expense (Benefit) | 495 | -847 | 981 |
Deferred Income Tax Expense (Benefit) | $0 | $0 | $0 |
Income_Taxes_Components_of_Inc
Income Taxes - Components of Income Loss (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
United States | $10,847 | ($216,583) | ($146,028) |
Foreign | -5,275 | -19,171 | -59,024 |
Income (loss) before income taxes | $5,572 | ($235,754) | ($205,052) |
Income_Taxes_Components_of_Ben
Income Taxes - Components of Benefit (Provision) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Unrecognized Tax Benefits | $17,081 | $6,080 | $3,918 |
Current: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | 495 | -847 | 981 |
Total current provision (benefit) | 495 | -847 | 981 |
Deferred: | |||
Federal | 0 | 0 | |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total deferred provision (benefit) | 0 | 0 | 0 |
Total provision for income taxes | $495 | ($847) | $981 |
Income_Taxes_Effective_Tax_Rat
Income Taxes - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax rate | -34.00% | -34.00% | -34.00% |
State tax rate, net of federal benefit | 23.30% | -0.70% | -0.30% |
Stock-based compensation | -2.80% | -0.10% | -0.20% |
Federal R&D credit | 31.00% | 0.80% | 0.00% |
Derivative liability | 5.415 | 0.139 | 0.013 |
Other | -7.80% | -0.60% | 0.20% |
Foreign losses | 32.30% | -1.40% | -5.80% |
Change in valuation allowance | -592.40% | 23.10% | 38.80% |
Effective income tax rate | -8.90% | -0.40% | 0.40% |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets and Liabilities (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Deferred Tax Assets and Liabilities [Line Items] | |||
Net operating loss carry forwards | $195,536,000 | $167,354,000 | $145,324,000 |
Fixed assets | 1,299,000 | 822,000 | 0 |
Research and development credits | 14,701,000 | 11,654,000 | 7,259,000 |
Foreign Tax Credit | 1,431,000 | 935,000 | 1,782,000 |
Accruals and reserves | 16,425,000 | 17,893,000 | 15,997,000 |
Stock-based compensation | 18,773,000 | 17,521,000 | 15,882,000 |
Capitalized start-up costs | 13,095,000 | 15,133,000 | 16,070,000 |
Capitalized research and development costs | 56,880,000 | 45,968,000 | 26,850,000 |
Other | 6,700,000 | 6,741,000 | 7,649,000 |
Total deferred tax assets | 324,840,000 | 284,021,000 | 236,813,000 |
Fixed assets | 0 | 0 | -525,000 |
Deferred Tax Liabilities, Derivatives | -12,517,000 | 0 | 0 |
Total deferred tax liabilities | -12,517,000 | 0 | -525,000 |
Net deferred tax asset prior to valuation allowance | 312,323,000 | 284,021,000 | 236,288,000 |
Less: Valuation allowance | -312,323,000 | -284,021,000 | -236,288,000 |
Net deferred tax assets (liabilities) | 0 | 0 | 0 |
Valuation Allowance, Deferred Tax Asset, Change in Amount | 28,300,000 | 47,700,000 | 79,500,000 |
Federal R&D tax credit | 8,500,000 | ||
Internal Revenue Service (IRS) [Member] | |||
Deferred Tax Assets and Liabilities [Line Items] | |||
Net operating loss carry forwards | 525,600,000 | ||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost, Not Recognized | 27,100,000 | ||
State and Local Jurisdiction [Member] | |||
Deferred Tax Assets and Liabilities [Line Items] | |||
Net operating loss carry forwards | 200,700,000 | ||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost, Not Recognized | 13,800,000 | ||
California [Member] | |||
Deferred Tax Assets and Liabilities [Line Items] | |||
Research and development credits | $9,400,000 |
Income_Taxes_Uncertain_Tax_Ben
Income Taxes - Uncertain Tax Benefits (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $6,080 | $3,918 |
Increases in tax positions for prior period | 4,736 | 469 |
Increases in tax position during current period | 6,265 | 1,693 |
Ending balance | $17,081 | $6,080 |
Reporting_Segments_Details
Reporting Segments (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
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 | $43,274 | $41,119 | $73,694 |
Long-Lived Assets | 118,980 | 140,591 | |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 21,331 | 21,235 | 49,111 |
Long-Lived Assets | 44,418 | 54,015 | |
Brazil [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 5,961 | 4,071 | 3,786 |
Long-Lived Assets | 74,197 | 85,891 | |
Europe [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 9,738 | 10,340 | 16,461 |
Long-Lived Assets | 365 | 685 | |
Asia [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $6,244 | $5,473 | $4,336 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||
Dec. 24, 2012 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2013 | 24-May-14 | 29-May-14 | Jul. 30, 2012 | Aug. 31, 2013 | Mar. 26, 2014 | Mar. 18, 2013 | |
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $3.74 | |||||||||||
Stock Issued During Period, Price Per Share, New Issues | $2.98 | $4.24 | ||||||||||
Proceeds from issuance of common stock in private placements, net of issuance costs | $37,200,000 | $4,000,000 | $19,980,000 | $84,682,000 | ||||||||
Related Party Convertible Notes [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 105,000,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $4.11 | $7.07 | ||||||||||
August 2013 Convertible Notes [Member] | First Tranche [Member] | Related Party Convertible Notes [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 42,600,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $2.44 | |||||||||||
Debt Instrument, Convertible, Conversion Price, Interest Accrued for Three Months | 6.50% | |||||||||||
Debt Instrument, Convertible, Conversion Price, Interest Accrued Thereafter | 8.00% | |||||||||||
August 2013 Convertible Notes [Member] | Second Tranche [Member] | Related Party Convertible Notes [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 30,400,000 | |||||||||||
August 2013 Convertible Notes [Member] | First and Second Tranche [Member] | Related Party Convertible Notes [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Percentage of Principal Amount of Notes, Required to Be Repaid In Change of Control | 101.00% | |||||||||||
Unsecured Debt [Member] | Related Party Convertible Notes [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 69,000,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $7.07 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||||||||||
ABC Brasil Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Export Financing Agreement | $2,200,000 | $2,200,000 | $2,500,000 |
Schedule_II_Valuation_and_Qual1
Schedule II Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 |
Valuation Allowance of Deferred Tax Assets [Member] | ||||
Income Tax Valuation Allowance: | ||||
Balance at Beginning Period | $284,021 | $236,288 | $156,765 | |
Additions | 28,302 | 47,733 | 79,523 | |
Write-off/Adjustments | 0 | 0 | 0 | |
Balance at End of Period | 312,323 | 284,021 | 236,288 | 156,765 |
Allowance for Doubtful Accounts [Member] | ||||
Income Tax Valuation Allowance: | ||||
Balance at Beginning Period | 479 | 481 | 245 | |
Additions | 236 | |||
Write-off/Adjustments | 0 | -2 | 0 | |
Balance at End of Period | $479 | $479 | $481 | $245 |