Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 06, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Entity Registrant Name | AMYRIS, INC. | ||
Entity Central Index Key | 0001365916 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | false | ||
Document Transition Report | false | ||
Entity Small Business | true | ||
Entity Common Stock, Shares Outstanding | 163,843,407 | ||
Entity Public Float | $ 226.5 | ||
Entity Shell Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 270 | $ 45,353 |
Restricted cash | 469 | 741 |
Accounts receivable, net of allowance of $45 and $642, respectively | 16,322 | 16,003 |
Accounts receivable - related party, net of allowance of $0 and $0, respectively | 3,868 | 1,349 |
Accounts receivable, unbilled - related party | 0 | 8,021 |
Contract assets | 8,485 | 0 |
Inventories | 27,770 | 9,693 |
Deferred cost of products sold - related party | 3,677 | 489 |
Prepaid expenses and other current assets | 12,750 | 10,566 |
Total current assets | 73,611 | 92,215 |
Property, plant and equipment, net | 28,930 | 19,756 |
Right-of-use assets under financing leases, net (Note 2) | 12,863 | |
Contract assets | 1,203 | 1,203 |
Deferred cost of products sold, noncurrent - related party | 12,815 | 2,828 |
Restricted cash, noncurrent | 960 | 960 |
Recoverable taxes from Brazilian government entities | 7,676 | 3,005 |
Right-of-use asset under operating leases | 13,203 | |
Other assets | 9,705 | 7,958 |
Total assets | 160,966 | 127,925 |
Liabilities, Current [Abstract] | ||
Accounts payable | 51,234 | 26,844 |
Accrued and other current liabilities | 36,655 | 28,979 |
Finance Lease, Liability, Current | 3,465 | |
Operating Lease, Liability, Current | 4,625 | |
Contract liabilities | 1,353 | 8,236 |
Debt, current portion (includes instrument measured at fair value of $24,392 and $57,918, respectively) | 45,313 | 124,010 |
Related party debt, current portion | 18,492 | 23,667 |
Total current liabilities | 161,137 | 211,736 |
Long-term debt, net of current portion (includes instrument measured at fair value of $26,232 and $0, respectively) | 48,452 | 43,331 |
Related party debt, net of current portion | 149,515 | 18,689 |
Financing lease liabilities, net of current portion (Note 2) | 4,166 | |
Operating lease liabilities, net of current portion (Note 2) | 15,037 | |
Derivative liabilities | 9,803 | 42,796 |
Other noncurrent liabilities | 23,024 | 23,192 |
Total liabilities | 411,134 | 339,744 |
Commitments and contingencies | ||
Contingently redeemable common stock | 5,000 | 5,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Preferred stock - $0.0001 par value, 5,000,000 shares authorized as of December 31, 2019 and 2018, and 8,280 and 14,656 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 0 | 0 |
Common stock - $0.0001 par value, 250,000,000 shares authorized as of December 31, 2019 and 2018, respectively; 117,742,677 and 76,564,829 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 12 | 8 |
Additional paid-in capital | 1,543,668 | 1,346,996 |
Accumulated other comprehensive loss | (43,804) | (43,343) |
Accumulated deficit | (1,755,653) | (1,521,417) |
Total Amyris, Inc. stockholders’ deficit | (255,777) | (217,756) |
Noncontrolling interest | 609 | 937 |
Total stockholders' deficit | (255,168) | (216,819) |
Total liabilities, mezzanine equity and stockholders' deficit | $ 160,966 | $ 127,925 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 45 | $ 642 |
Accounts receivable, related party, allowance | 0 | 0 |
Debt, current portion — instruments measured at fair value | 24,392 | 57,918 |
Long term debt, net of current portion — instruments measured at fair value | $ 26,232 | $ 0 |
Preferred stock (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 8,280 | 14,656 |
Preferred stock, shares outstanding | 8,280 | 14,656 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common stock issued (in shares) | 117,742,677 | 76,564,829 |
Common Stock, Shares, Outstanding | 117,742,677 | 76,564,829 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues [Abstract] | ||
Revenue | $ 152,557 | $ 63,604 |
Costs and Expenses [Abstract] | ||
Cost of products sold | 76,185 | 36,698 |
Research and development | 71,460 | 68,722 |
Sales, general and administrative | 126,586 | 90,902 |
Impairment of other assets | 216 | 3,865 |
Total cost and operating expenses | 274,447 | 200,187 |
Loss from operations | (121,890) | (136,583) |
Other income (expense) | ||
Loss on divestiture | 0 | (1,778) |
Interest expense | (58,665) | (42,703) |
Gain (loss) from change in fair value of derivative instruments | 2,777 | (30,880) |
(Loss) gain from change in fair value of debt | (19,369) | 2,082 |
Loss upon extinguishment of debt | (44,208) | (17,424) |
Other expense, net | (783) | (2,949) |
Total other expense, net | (120,248) | (93,652) |
Loss before income taxes | (242,138) | (230,235) |
Provision for income taxes | (629) | 0 |
Net loss attributable to Amyris, Inc. | (242,767) | (230,235) |
Deemed Dividend related to Preferred Shareholder on Issuance and Modifications of Common Stock Warrants | 34,964 | 0 |
Less deemed dividend related to proceeds discount upon conversion of Series D preferred stock | 0 | 6,852 |
Add: losses allocated to participating securities | 7,380 | 13,991 |
Net loss attributable to Amyris, Inc. common stockholders | $ (270,351) | $ (223,096) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic (in shares) | 101,370,632 | 60,405,910 |
Earnings per share, basic (in dollars per share) | $ (2.67) | $ (3.69) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted (in shares) | 101,296,575 | 60,405,910 |
Earnings per share, diluted (in dollars per share) | $ (2.72) | $ (3.69) |
Product | ||
Revenues [Abstract] | ||
Revenue | $ 59,872 | $ 33,598 |
Licenses and Royalties | ||
Revenues [Abstract] | ||
Revenue | 54,043 | 7,658 |
Grants and Collaborations | ||
Revenues [Abstract] | ||
Revenue | $ 38,642 | $ 22,348 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues, related party | $ 56 | $ 360 |
Product | ||
Revenues, related party | 49,051 | 5,958 |
Licenses and Royalties | ||
Revenues, related party | 4,120 | 4,735 |
Grants and Collaborations | ||
Revenues, related party | $ 53,227 | $ 11,053 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||
Net loss attributable to Amyris, Inc. | $ (242,767) | $ (230,235) |
Foreign currency translation adjustment | (461) | (1,187) |
Comprehensive loss attributable to Amyris, Inc. | $ (243,228) | $ (231,422) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit and Mezzanine Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | AOCI Attributable to Parent | Retained Earnings | Noncontrolling Interest | Mezzanine Equity, Common Stock | Series D Preferred Stock | Series D Preferred StockAdditional Paid-in Capital | Series B Preferred StockPreferred Stock | Series B Preferred StockCommon Stock |
Beginning Balance (in shares) at Dec. 31, 2017 | 22,171 | 45,637,433 | ||||||||||
Beginning Balance at Dec. 31, 2017 | $ (217,088) | $ 0 | $ 5 | $ 1,114,546 | $ (42,156) | $ (1,290,420) | $ 937 | $ 5,000 | ||||
Issuance of common stock upon exercise of warrants (in shares) | 20,891,038 | |||||||||||
Issuance of common stock upon exercise of warrants | 62,154 | $ 2 | 62,152 | |||||||||
Settlement of derivatives liability upon exercise of warrants | 108,670 | 108,670 | ||||||||||
Issuance of common stock in private placement, net of issuance costs of $0 | 205,168 | |||||||||||
Issuance of common stock in private placement, net of issuance costs of $0 | 1,415 | 1,415 | ||||||||||
Issuance of common stock in private placement - related party, net of issuance costs (in shares) | 1,643,991 | |||||||||||
Issuance of common stock in private placement - related party, net of issuance costs | 6,050 | 6,050 | ||||||||||
Issuance of common stock upon conversion of preferred stock (in shares) | (7,515) | 1,548,480 | ||||||||||
Deemed dividend on preferred stock discounts upon conversion of Series D preferred stock | $ 6,852 | $ 6,852 | ||||||||||
Deemed dividend on preferred stock discounts upon conversion of Series D preferred stock | $ (6,852) | $ (6,852) | ||||||||||
Issuance of common stock upon conversion of debt (in shares) | 5,674,926 | |||||||||||
Issuance of common stock upon conversion of debt | 42,369 | $ 1 | 42,368 | |||||||||
Issuance of common stock for settlement of debt interest payments (in shares) | 238,898 | |||||||||||
Issuance of common stock for settlement of debt interest payments | 1,800 | 1,800 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 70,807 | |||||||||||
Issuance of common stock upon exercise of stock options | 288 | 288 | ||||||||||
Issuance of common stock upon ESPP purchase (in shares) | 246,230 | |||||||||||
Issuance of common stock upon ESPP purchase | 777 | 777 | ||||||||||
Issuance of common stock upon restricted stock settlement (in shares) | 407,858 | |||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (260) | (260) | ||||||||||
Stock-based compensation | 9,190 | 9,190 | ||||||||||
Foreign currency translation adjustment | (1,187) | (1,187) | ||||||||||
Net loss attributable to Amyris, Inc. | (230,235) | 0 | (230,235) | |||||||||
Ending Balance (in shares) at Dec. 31, 2018 | 14,656 | 76,564,829 | ||||||||||
Ending Balance at Dec. 31, 2018 | $ (216,819) | $ 0 | $ 8 | 1,346,996 | (43,343) | (1,521,417) | 937 | 5,000 | ||||
Issuance of common stock upon exercise of warrants (in shares) | 2,649,982 | 2,515,174 | ||||||||||
Issuance of common stock upon exercise of warrants | $ 1 | 1 | ||||||||||
Issuance of common stock in private placement, net of issuance costs of $0 | 3,610,944 | |||||||||||
Issuance of common stock in private placement, net of issuance costs of $0 | 14,221 | 14,221 | ||||||||||
Issuance of common stock in private placement - related party, net of issuance costs (in shares) | 10,478,338 | |||||||||||
Issuance of common stock in private placement - related party, net of issuance costs | 39,500 | $ 1 | 39,499 | |||||||||
Issuance and modification of common stock warrants | 34,964 | 34,964 | ||||||||||
Deemed dividend to preferred shareholder on issuance and modification of common stock warrants | $ (34,964) | (34,964) | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 7,445 | 3,612 | ||||||||||
Issuance of common stock upon exercise of stock options | $ 27 | 27 | ||||||||||
Issuance of common stock upon ESPP purchase (in shares) | 318,490 | |||||||||||
Issuance of common stock upon ESPP purchase | 1,078 | 1,078 | ||||||||||
Issuance of common stock upon restricted stock settlement (in shares) | 1,631,582 | |||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (1,102) | (1,102) | ||||||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest (in shares) | 14,107,637 | |||||||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | 62,861 | $ 2 | 62,859 | |||||||||
Issuance of warrants in connection with related party debt issuance | 20,121 | 20,121 | ||||||||||
Issuance of warrants in connection with related party debt modification | 4,932 | 4,932 | ||||||||||
Issuance of warrants in connection with debt accounted for at fair value | 5,358 | 5,358 | ||||||||||
Stock-based compensation | 12,554 | 12,554 | ||||||||||
Fair Value of pre-delivery shares issued to lenders (in shares) | 7,500,000 | |||||||||||
Fair value of pre-delivery shares issued to lenders | 4,215 | $ 1 | 4,214 | |||||||||
Fair value of bifurcated embedded conversion feature in connection with debt modification | 398 | |||||||||||
Conversion of series B preferred shares into common shares (in shares) | (6,376) | 1,012,071 | ||||||||||
Distribution to non-controlling interests | (328) | (328) | ||||||||||
Foreign currency translation adjustment | (461) | (461) | ||||||||||
Net loss attributable to Amyris, Inc. | (242,767) | (242,767) | ||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 8,280 | 117,742,677 | ||||||||||
Ending Balance at Dec. 31, 2019 | $ (255,168) | $ 0 | $ 12 | $ 1,543,668 | $ (43,804) | $ (1,755,653) | $ 609 | $ 5,000 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficit and Mezzanine Equity (Parentheticals) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Issuance costs | $ 0 |
Additional Paid-in Capital | |
Issuance costs | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | ||
Net loss attributable to Amyris, Inc. | $ (242,767) | $ (230,235) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||
Loss upon conversion or extinguishment of debt | 44,208 | 17,424 |
Loss (gain) from change in fair value of debt | 19,369 | (2,082) |
Amortization of right-of-use assets under operating leases | 12,597 | |
Stock-based compensation | 12,554 | 9,190 |
Accretion of debt discount | 11,665 | 16,602 |
Expense for warrants issued for covenant waivers | 5,358 | 0 |
Depreciation and amortization | 4,581 | 4,921 |
Impairment of other assets | 1,354 | 0 |
Loss in equity-method investee | 297 | 0 |
Loss on disposal of property, plant and equipment | 212 | 941 |
(Gain) loss from change in fair value of derivative instruments | (2,777) | 30,880 |
Gain on foreign currency exchange rates | (22) | (2,223) |
Modification of warrants recorded as legal expense | 0 | 6,764 |
Issuance costs on warrant exercises for cash | 0 | 4,389 |
Loss on impairment of other assets | 216 | 3,865 |
Debt issuance costs expensed due to fair value option | 0 | 3,810 |
Loss on divestiture | 0 | 1,778 |
Changes in assets and liabilities: | ||
Accounts receivable | (2,818) | 7,448 |
Contract assets | (8,485) | 0 |
Contract assets - related party | 8,021 | 8,056 |
Inventories | (17,989) | (4,416) |
Deferred cost of products sold - related party | (13,175) | (3,317) |
Prepaid expenses and other assets | (8,064) | (6,383) |
Accounts payable | 23,748 | 11,603 |
Accrued and other liabilities | 18,981 | 8,461 |
Lease liabilities | (17,125) | |
Contract liabilities | (6,872) | 3,158 |
Net cash used in operating activities | (156,933) | (109,366) |
Investing activities | ||
Purchases of property, plant and equipment | (13,080) | (12,472) |
Net cash used in investing activities | (13,080) | (12,472) |
Financing activities | ||
Proceeds from issuance of debt, net of issuance costs | 189,175 | 94,371 |
Proceeds from issuance of common stock in private placements, net of issuance costs - related party | 39,500 | 0 |
Proceeds from issuance of common stock in private placements, net of issuance costs | 14,221 | 1,415 |
Proceeds from ESPP purchases | 1,078 | 777 |
Proceeds from exercises of common stock options | 27 | 288 |
Proceeds from exercise of warrants, net of issuance costs | 1 | 57,767 |
Principal payments on debt | (112,393) | (41,668) |
Principal payments on financing leases | (5,268) | (981) |
Payment of minimum employee taxes withheld upon net share settlement of restricted stock units | (1,103) | (260) |
Capital distribution to noncontrolling interest | (328) | 0 |
Debt issuance costs incurred in connection with debt instrument accounted at fair value | 0 | (3,752) |
Net cash provided by financing activities | 124,910 | 107,957 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (252) | (77) |
Net decrease in cash, cash equivalents and restricted cash | (45,355) | (13,958) |
Cash, cash equivalents and restricted cash at beginning of year | 47,054 | 61,012 |
Cash, cash equivalents and restricted cash at end of year | 1,699 | 47,054 |
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets | ||
Cash and cash equivalents | 270 | 45,353 |
Restricted cash, current | 469 | 741 |
Restricted cash, noncurrent | 960 | 960 |
Total cash, cash equivalents and restricted cash | 47,054 | 47,054 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 20,780 | 18,524 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Cumulative effect of change in accounting principle for ASU 2017-11 | 41,043 | 0 |
Lease liabilities recorded upon adoption of ASC 842 | 33,552 | 0 |
Right of Use Assets Under Operating Leases Recorded Upon Adoption of ASC842 | 29,713 | 0 |
Cumulative effect adjustment of ASC 606 | 0 | 762 |
Accrued interest added to debt principal | 7,292 | 3,664 |
Acquisition of additional interest in equity-method investee in exchange for payment obligation | 5,031 | 0 |
Acquisition of property, plant and equipment under accounts payable, accrued liabilities and notes payable | 2,576 | 0 |
Acquisition of right-of-use assets under operating leases | 3,551 | 0 |
Debt fair value adjustment in connection with debt issuance | 11,575 | 0 |
Derecognition of derivative liabilities upon exercise of warrants | 0 | 108,670 |
Fair value of embedded features in connection with debt issuances and modifications | 237 | 0 |
Fair value of embedded features in connection with debt issuances and modifications - related party | 1,954 | 0 |
Fair value of pre-delivery shares in connection with debt issuance | 4,215 | 0 |
Fair value of warrants recorded as debt discount in connection with debt issuances | 8,965 | 0 |
Fair value of warrants recorded as debt discount in connection with debt issuances - related party | 16,155 | 0 |
Fair value of warrants recorded as debt discount in connection with debt modification | 398 | 0 |
Fair value of warrants recorded as debt discount in connection with debt modification - related party | 2,050 | 0 |
Financing of equipment under financing leases | 7,436 | 271 |
Financing of insurance premium under note payable | 253 | 495 |
Issuance of common stock - related party | 0 | 6,050 |
Issuance of common stock for settlement of debt principal and interest payments | 0 | 1,800 |
Issuance of common stock upon conversion of convertible notes | $ 62,860 | $ 24,970 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Business Description Amyris, Inc. and subsidiaries (collectively, Amyris or the Company) is a leading industrial biotechnology company that applies its technology platform to engineer, manufacture and sell high performance, natural, sustainably-sourced products into the Health & Wellness, Clean Beauty, and Flavor & Fragrance markets. The Company's proven technology platform enables the Company to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive manufacturing processes. The Company has successfully used its technology to develop and produce many distinct molecules at commercial volumes. Going Concern The Company has incurred significant operating losses since its inception and expects to continue to incur losses and negative cash flows from operations for at least the next 12 months following the issuance of the financial statements. As of December 31, 2019, the Company had negative working capital of $86.7 million and an accumulated deficit of $1.8 billion. As of December 31, 2019, the Company's debt (including related party debt), net of deferred discount and issuance costs of $20.3 million and a fair value adjustment of $15.4 million, totaled $261.8 million, of which $63.8 million is classified as current. However, $75.0 million of debt was converted into equity in January 2020; see Note 15, “Subsequent Events” for more information. The Company's debt agreements contain various covenants, including certain restrictions on the Company's business that could cause the Company to be at risk of defaults, such as restrictions on additional indebtedness, material adverse effect and cross default provisions. A failure to comply with the covenants and other provisions of the Company’s debt instruments, including any failure to make a payment when required, would generally result in events of default under such instruments, which could permit acceleration of a substantial portion of such indebtedness. If such indebtedness is accelerated, it would generally also constitute an event of default under the Company’s other outstanding indebtedness, permitting acceleration of a substantial portion of such other outstanding indebtedness. At December 31, 2019, the Company failed to meet certain covenants under several credit arrangements (which are discussed in Note 4, “Debt”), including those associated with cross-default provisions, minimum liquidity and minimum asset coverage requirements. In March 2020, these lenders provided permanent waivers to the Company for breaches of all past covenant violations and cross-default payment failures (discussed below), through March 13, 2020 under the respective credit agreements, and significantly reduced the minimum liquidity requirement and substantially increased the base of eligible assets to calculate the asset coverage requirement.. On January 31, 2020, the Company failed to pay Total Raffinage Chimie (Total), Nikko Chemicals Co. Ltd (Nikko) and certain affiliates of the Schottenfeld Group LLC (Schottenfeld) an aggregate of $17.6 million of maturing promissory notes, and previously on December 15, 2019 failed to pay Ginkgo $5.2 million of past due interest, past due partnership payments and the first installment of a waiver fee. These failures resulted in an event of default under the respective agreements and also triggered cross-defaults under other debt instruments (discussed above) that permitted each of the affected cross-default debt holders of such indebtedness to accelerate the amounts owing under such instruments. The Company subsequently received waivers from each of the affected cross-default debt holders to waive the right to accelerate due to the event specific cross-defaults. As a result, the indebtedness with respect to which the Company has obtained such waivers continues to be classified as long-term on the Company’s balance sheet. The indebtedness reflected by the Total and certain Ginkgo, Nikko and Schottenfeld amounts continues to be classified as a current liability on the Company’s balance sheet as the due date for these amounts was within one year of December 31, 2019. Subsequent to December 31, 2019, the Company (i) obtained a waiver and forbearance agreement from Schottenfeld, (ii) amended the credit arrangements with Total and Nikko Notes to extend the maturity date of the original promissory notes, and (iii) entered into a waiver and amendment to the partnership agreement with Ginkgo to waive all past payment defaults under the Ginkgo Note and Ginkgo Partnership Agreement, and to extend the payment due date and modify the periodic partnership payment timing and amount. See Note 15, “Subsequent Events” for further information. Although the Company obtained extensions to make these payments, it currently does not have sufficient funds to repay the amounts due under the Total, Nikko, Schottenfeld and Ginkgo credit arrangements, and while the Company intends to seek equity or debt financing, the proceeds of which would be used to repay Total, Nikko, Schottenfeld and Ginkgo, there can be no assurance that the Company will be able to obtain such financing on our expected timeline, or on acceptable terms, if at all. Also, while the Company has been able to cure these defaults to date to avoid additional cross-acceleration, it may not be able to cure such a default promptly in the future. Further, cash and cash equivalents of $0.3 million as of December 31, 2019 are not sufficient to fund expected future negative cash flows from operations and cash debt service obligations through March 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In addition to repaying the Total, Nikko, Schottenfeld and Ginkgo amounts previously discussed, the Company's ability to continue as a going concern will depend, in large part, on its ability to raise additional proceeds through financings, achieve positive cash flows from operations during the 12 months from the date of this filing, and refinance or extend other existing debt maturities occurring later in 2020, all of which are uncertain and outside the control of the Company. Further, the Company's operating plan for 2020 contemplates a significant reduction in its net operating cash outflows as compared to the year ended December 31, 2019, resulting from (i) revenue growth from sales of existing and new products with positive gross margins, (ii) reduced production costs as a result of manufacturing and technical developments, (iii) reduced spending in general and administrative areas, and (iv) an increase in cash inflows from collaborations and grants. If the Company is unable to complete these actions, it expects to be unable to meet its operating cash flow needs and its obligations under its existing debt facilities. This could result in an acceleration of its obligation to repay all amounts outstanding under those facilities, and the Company may be forced to obtain additional equity or debt financing, which may not occur timely or on reasonable terms, if at all, and/or liquidate its assets. In such a scenario, the value received for assets in liquidation or dissolution could be significantly lower than the value reflected in these financial statements. The Company has in the past, including in July 2019, had certain of its debt instruments accelerated for failure to make a payment when due. While we have been able to obtain permanent waivers or cure these defaults to date to avoid additional cross-acceleration, we may not be able to obtain waivers or cure such a default promptly in the future. Basis of Consolidation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (U.S. GAAP). The consolidated financial statements include the accounts of Amyris, Inc. and its wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest after elimination of all significant intercompany accounts and transactions. Investments and joint venture arrangements are assessed to determine whether the terms provide economic or other control over the entity requiring consolidation of the entity. Entities controlled by means other than a majority voting interest are referred to as variable-interest entities (VIEs) and are consolidated when Amyris has both the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. For any investment or joint venture in which (i) the Company does not have a majority ownership interest, (ii) the Company possesses the ability to exert significant influence and (iii) the entity is not a VIE for which the Company is considered the primary beneficiary, the Company accounts for the investment or joint venture using the equity method. Equity investments in which the Company does not exert significant influence and that do not have readily determinable fair values are measured at cost, adjusted for changes from observable market transactions, less impairment (“adjusted cost basis”). The Company evaluates its investments for impairment by considering a variety of factors, including the earnings capacity of the related investments. Fair value measurements for the Company’s equity investments are classified within Level 3 of the fair value hierarchy based on the nature of the fair value inputs. Realized and unrealized gains or losses are recognized in other income or expense. Raizen Joint Venture Agreement On May 10, 2019, the Company and Raizen Energia S.A. (Raizen) entered into a joint venture agreement relating to the formation and operation of a joint venture relating to the production, sale and commercialization of alternative sweetener products. In connection with the formation of the joint venture, among other things, (i) the joint venture will construct a manufacturing facility on land owned by Raizen and leased to the joint venture (the Sweetener Plant), (ii) the Company will grant to the joint venture an exclusive, royalty-free, worldwide license to certain technology owned by the Company relevant to the joint venture’s business, and (iii) the Company and Raizen will enter into a shareholders agreement setting forth the rights and obligations of the parties with respect to, and the management of, the joint venture. The formation of the joint venture is subject to certain conditions, including certain regulatory approvals and the achievement of certain technological and economic milestones relating to the Company’s existing production of its alternative sweetener product. If such conditions are not satisfied by May 2020, the joint venture will automatically terminate. However, the termination date can be extended by mutual agreement of the parties. In addition, notwithstanding the satisfaction of the closing conditions, Raizen may elect not to consummate the formation and operation of the joint venture, in which event, the Company will retain the right to construct and operate the Sweetener Plant. Upon the closing of the joint venture, each party will make an initial capital contribution to the joint venture of 2.5 million Brazilian Real (R$2.5 million) and the joint venture will be owned 50% by the Company and 50% by Raizen. Within 60 days of the formation, the parties will make an aggregate cash contribution to the joint venture of USD $9.0 million to purchase certain fixed assets currently owned by the Company and located at the site of the Company’s former joint venture with Sao Martinho S.A. in Pradopolis, Brazil for USD $3.0 million, as well as to pay for costs related to the removal and transportation of such assets to the site of the Sweetener Plant. In addition, within six months of the formation, the Company will contribute to the joint venture its existing supply agreements related to its alternative sweetener product, subject to certain exceptions, in exchange for shares of dividend-bearing preferred stock in the joint venture, which will be entitled, for a period of 10 years commencing from the initial date of operation of the Sweetener Plant, to certain priority fixed cumulative dividends including, in the event that certain technological and economic milestones are met in any fiscal quarter, a percentage of the operating cash flow of the joint venture in such quarter. The Company is evaluating the accounting treatment for its future interest in the joint venture under ASC 810, Consolidations and ASC 323, Equity Method and Joint Ventures and will conclude once the corporate governance and economic participation structure is finalized and the formation of the joint venture is consummated. Use of Estimates and Judgements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements. Significant estimates and judgements used in these consolidated financial statements are discussed in the relevant accounting policies below or specifically discussed in the Notes to Consolidated Financial Statements where such transactions are disclosed. Significant Accounting Policies Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. Inventories Inventories, which consist of farnesene-derived products, flavors and fragrances ingredients and clean beauty products, are stated at the lower of actual cost or net realizable value and are categorized as finished goods, work in process or raw material inventories. 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 their 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 net realizable value approach that is used to value inventory. Cost for farnesene-derived products and flavors and fragrances ingredients are computed on a weighted-average basis. Cost for clean beauty products are computed on a standard cost basis. Property, Plant and Equipment, Net Property, plant and equipment are recorded at cost. Depreciation and amortization are computed straight-line based on the estimated useful lives of the related assets, ranging from 3 to 15 years for machinery, equipment and fixtures, and 15 years for buildings. Leasehold improvements are amortized over their estimated useful lives or the period of the related lease, whichever is shorter. The Company expenses costs for maintenance and repairs and capitalizes major replacements, renewals and betterments. For assets retired or otherwise disposed, both cost and accumulated depreciation are eliminated from the asset and accumulated depreciation accounts, and gains or losses related to the disposal are recorded in the statement of operations for the period. Impairment Long-lived assets that are held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the difference between the fair value of the asset and its carrying value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Recoverable Taxes from Brazilian Government Entities Recoverable taxes from Brazilian government entities represent value-added taxes paid on purchases in Brazil, which are reclaimable from the Brazilian tax authorities, net of reserves for amounts estimated not to be recoverable. Fair Value Measurements 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 Company measures the following financial assets and liabilities at fair value: • Freestanding and bifurcated derivatives in connection with certain debt and equity financings; and • Senior Convertible Notes Due 2022 and 6% Convertible Notes Due 2021 (see Note 3, "Fair Value Measurement" and Note 4, "Debt", for which the Company elected fair value accounting. Fair value is 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 judgement, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Changes to the inputs used in these valuation models can have a significant impact on the estimated fair value of the Senior Convertible Notes Due 2022, 6% Convertible Notes Due 2021 and the Company's embedded and freestanding derivatives. For example, a decrease (increase) in the estimated credit spread for the Company results in an increase (decrease) in estimated fair value. Conversely, a decrease (increase) in the stock price results in a decrease (increase) in estimated fair value. The changes during 2019 and 2018 in the fair values of the bifurcated compound embedded derivatives are primarily related to the change in price of the Company's common stock and are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of derivative instruments”. For debt instruments for which the Company has not elected fair value accounting, fair value is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. Most of the Company's debt is carried on the consolidated balance sheet on a historical cost basis net of unamortized discounts and premiums, because the Company has not elected the fair value option of accounting. However, for the Senior Convertible Notes Due 2022 and the 6% Notes Due 2021, the Company elected fair value accounting, so that balances reported for those debt instruments represent fair value as of the applicable balance sheet date; see Note 3, "Fair Value Measurement", for additional information. Changes in fair value of the Senior Convertible Notes Due 2022 and the 6% Convertible Notes Due 2021 are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of debt”. For all debt instruments, including any for which the Company has elected fair value accounting, the Company classifies interest that has been accrued during each period as Interest expense on the consolidated statements of operations. Derivatives 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 has evaluated the terms and features of its convertible notes payable and convertible preferred stock and identified compound embedded derivatives requiring bifurcation and accounting at fair value, using the valuation techniques mentioned in the Fair Value Measurements section of this Note, because the economic and contractual characteristics of the embedded derivatives met the criteria for bifurcation and separate accounting due to the instruments containing conversion options, certain “make-whole interest” provisions, down-round conversion price adjustment provisions and/or conversion rate adjustments, and mandatory redemption features that are not clearly and closely related to the debt host instrument. Prior to the adoption of ASU 2017-11, certain previously issued warrants with a fair value of $41 million issued in conjunction with the convertible debt and equity financings were freestanding financial instruments and classified as derivative liabilities as of December 31, 2019. Upon adoption of ASU 2017-11 on January 1, 2019, these freestanding instruments met the criteria to be accounted for within equity and the $41 million derivative liability balance was reclassified to stockholders’ equity. During the third and fourth quarter of 2019, the Company issued warrants in connection with a debt financing that met the criteria of a freestanding instrument but did not qualify for equity accounting treatment. As a result, these warrants are accounting for at fair value until settled and are classified as derivative liabilities at December 31, 2019. See Note 6 “Stockholders’ Deficit” for further information. Noncontrolling Interest Noncontrolling interests represent the portion of net income (loss), net assets and comprehensive income (loss) that is not allocable to the Company, in situations where the Company consolidates its equity investment in a joint venture for which there are other owners. The amount of noncontrolling interest is comprised of the amount of such interests at the date of the Company's original acquisition of an equity interest in a joint venture, plus the other shareholders' share of changes in equity since the date the Company made an investment in the joint venture. 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 (primarily certificates of deposits) 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: As of December 31, 2019 2018 Customer A (related party) 19% ** Customer B 21% 24% Customer C ** 19% Customer E ** 11% Customer F 10% ** ______________ ** Less than 10% Customers representing 10% or greater of revenue were as follows: Years Ended December 31, Year First Customer 2019 2018 Customer A (related party) 2017 35% 17% Customer B 2014 10% 18% Customer C 2014 ** 13% Customer D 2014 ** 13% Customer G 2019 12% * ______________ * Not a customer ** Less than 10% Revenue Recognition The Company recognizes revenue from the sale of renewable products, licenses of and royalties from intellectual property, and grants and collaborative research and development services. Revenue is measured based on the consideration specified in a contract with a customer, and transaction price is allocated utilizing stand-alone selling price. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring control over a product or service to a customer. The Company generally does not incur costs to obtain new contracts. The costs to fulfill a contract are expensed as incurred. The Company accounts for a contract when it has approval and commitment to perform from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of the consideration is probable. Changes to contracts are assessed for whether they represent a modification or should be accounted for as a new contract. The Company considers the following indicators, among others, when determining if it is acting as a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified goods or service, (ii) the Company has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) the Company has discretion in establishing the price for the specified good or service. If a transaction does not meet the Company's indicators of being a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis. The Company’s significant contracts and contractual terms with its customers are presented in Note 9, "Revenue Recognition". The Company recognizes revenue when control has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) the Company has a right to receive payment for the product or service, (ii) the customer has legal title to the product, (iii) the Company has transferred physical possession of the product to the customer, (iv) the customer has the significant risk and rewards of ownership of the product and (v) the customer has accepted the product. For most of the Company's renewable products customers, supply agreements between the Company and each customer indicate when transfer of title occurs. In some cases, the Company may make a payment to a customer. When that occurs, the Company evaluates whether the payment is for a distinct good or service receivable from the customer. If the fair value of the goods or services receivable is greater than or equal to the amount paid to the customer, then the entire payment is treated as a purchase. If, on the other hand, the fair value of goods or services is less than the amount paid, then the difference is treated as a reduction in transaction price of the Company's sales to the customer or a reduction of cumulative to-date revenue recognized from the customer in the period the payment is made or goods or services are received from the customer. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company's contracts may contain multiple performance obligations if a promise to transfer the individual goods or services is separately identifiable from other promises in the contracts and, therefore, is considered distinct. For contracts with multiple performance obligations, the Company determines the standalone selling price of each performance obligation and allocates the total transaction price using the relative selling price basis. The following is a description of the principal goods and services from which the Company generates revenue. Renewable Product Sales Revenues from renewable product sales are recognized as a distinct performance obligation on a gross basis as the Company is acting as a principal in these transactions, with the selling price to the customer recorded net of discounts and allowances. Revenues are recognized at a point in time when control has passed to the customer, which typically is upon the renewable products leaving the Company’s facilities with the first transportation carrier. The Company, on occasion, may recognize revenue under a bill and hold arrangement, whereby the customer requests and agrees to purchase product but requests delivery at a later date. Under these arrangements, control transfers to the customer when the product is ready for delivery, which occurs when the product is identified separately as belonging to the customer, the product is ready for shipment to the customer in its current form, and the Company does not have the ability to direct the product to a different customer. It is at this point that the Company has the right to receive payment, the customer obtains legal title, and the customer has the significant risks and rewards of ownership. The Company’s renewable product sales do not include rights of return, except for direct-to-consumer products, for which the Company estimates sales returns subsequent to sale and reduces revenue accordingly. For renewable products other than direct-to-consumer, returns are accepted only 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 Licenses and Royalties Licensing of Intellectual Property: When the Company’s intellectual property licenses are determined to be distinct from the other performance obligations identified in the arrangement, revenue is recognized from non-refundable, up-front fees allocated to the license at a point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For intellectual property licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front-fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognized. Royalties from Licensing of Intellectual Property: The Company earns royalties from the licensing of its intellectual property whereby the licensee uses the intellectual property to produce and sell its products to its customers and the Company shares in the profits. When the Company’s intellectual property license is the only performance obligation, or it is the predominant performance obligation in arrangements with multiple performance obligations, the Company applies the sales-based royalty exception which requires the Company to estimate the revenue that is recognized at a point in time when the licensee’s product sales occur. Estimates of sales-based royalty revenues are made using the most likely outcome method, which is the single amount in a range of possible amounts, using the best evidence available at the time, derived from the licensee’s historical sales volumes and sales prices of its products and recent commodity market pricing data and trends. Estimates are adjusted to actual or as new information becomes available. When the Company’s intellectual property license is not the predominant performance obligation in arrangements with multiple performance obligations, the royalty represents variable consideration and is allocated to the transaction price of the pr |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | Balance Sheet Details Allowance for Doubtful Accounts Allowance for doubtful accounts activity and balances were as follows: (In thousands) Balance at Beginning of Year Provisions Write-offs, Net Balance at End of Year Allowance for doubtful accounts: Year Ended December 31, 2019 $ 642 $ 110 $ (707) $ 45 Year Ended December 31, 2018 $ 642 $ — $ — $ 642 Inventories December 31, 2019 2018 Raw materials $ 3,255 $ 3,901 Work in process 7,204 539 Finished goods 17,311 5,253 Total inventories $ 27,770 $ 9,693 Deferred cost of products sold — related party December 31, 2019 2018 Deferred cost of products sold - related party $ 3,677 $ 489 Deferred cost of products sold, noncurrent - related party 12,815 2,828 Total $ 16,492 $ 3,317 In November 2018, the Company amended the supply agreement with DSM to secure manufacturing capacity at the Brotas facility for sweetener production through 2022. See Note 9, “Revenue Recognition” for information regarding the November 2018 Supply Agreement Amendment. The supply agreement was included as an element of a combined transaction with DSM, which resulted in a fair value allocation of $24.4 million to the manufacturing capacity fees. See Note 3, “Fair Value Measurement” for information related to this fair value allocation. Of the $24.4 million fair value allocated to the manufacturing capacity fee, $3.3 million was recorded as deferred cost of products sold during 2018. Also, the Company paid an additional $14.1 million in manufacturing capacity fees during 2019, which were recorded as additional deferred cost of products sold. The remaining $7.0 million manufacturing capacity fees will be recorded as deferred cost of products sold in the period the additional payments are made to DSM. The manufacturing capacity deferred cost of products sold asset is expensed to cost of products sold on a units of production basis as the Company's sweetener product is sold over the five supply agreement. During the years ended December 31, 2019 and 2018, the Company expensed $0.9 million and $0, respectively, of the deferred cost of products sold asset. Prepaid expenses and other current assets December 31, 2019 2018 Non-inventory production supplies $ 5,376 $ 2,391 Prepayments, advances and deposits 4,726 5,644 Recoverable taxes from Brazilian government entities 79 631 Other 2,569 1,900 Total prepaid expenses and other current assets $ 12,750 $ 10,566 Property, plant and equipment, net December 31, 2019 2018 Machinery and equipment $ 48,041 $ 43,713 Leasehold improvements 41,478 39,922 Computers and software 9,822 9,987 Furniture and office equipment, vehicles and land 3,510 3,016 Construction in progress 9,752 1,749 Total property, plant and equipment, gross 112,603 98,387 Less: accumulated depreciation and amortization (83,673) (78,631) Total property, plant and equipment, net $ 28,930 $ 19,756 Property, plant and equipment, net at December 31, 2018 includes $5.0 million of machinery and equipment under capital lease. Accumulated amortization of assets under capital lease totaled $2.3 million as of December 31, 2018. For the year ended December 31, 2018, amortization expense in connection with capital lease assets was $0.7 million. Beginning January 1, 2019, capital lease assets are classified as right-of-use assets under financing leases, net; see "Leases" below. Losses on disposal of property, plant and equipment were $0.2 million and $0.9 million for the years ended December 31, 2019 and 2018, respectively. Such losses or gains were included in the lines captioned "Research and development expense" and "Sales, general and administrative expense" in the consolidated statements of operations. Leases Prior to the modified prospective adoption of ASU 2016-02 on January 1, 2019, the Company leased certain facilities and certain laboratory equipment under operating and financing leases, respectively. The Company recognized rent expense for operating leases on a straight-line basis over the noncancelable lease term and recorded the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. Where leases contained escalation clauses, rent abatements, and/or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applied them as straight-line rent expense over the lease term. The Company had noncancelable operating lease agreements for office, research and development, and manufacturing space that expired at various dates, with the latest expiration in May 2023. Rent expense under operating leases was $5.8 million for the year ended December 31, 2018. See below for the Company’s account treatment of leases upon adoption of new leasing standard. Operating Leases The Company has entered into operating leases primarily for administrative offices, laboratory equipment and other facilities. The operating leases have remaining terms that range from 1 year to 5 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 to 5 years and are included in the lease term when it is reasonably certain that the Company will exercise the option. The operating leases are classified as Right-of-use assets under operating leases, net (ROU assets) on the Company's December 31, 2019 consolidated balance sheet, and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make operating lease payments is included in "Operating lease liabilities" and "Operating lease liabilities, net of current portion" on the Company's December 31, 2019 consolidated balance sheet. Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company recognized ROU assets of $29.7 million and operating lease liabilities of $33.6 million on January 1, 2019. Operating lease ROU assets and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, total ROU assets and operating lease liabilities were $13.2 million and $19.7 million, respectively. All operating lease expense is recognized on a straight-line basis over the lease term. In the year ended December 31, 2019, the Company recorded $16.4 million of operating lease amortization that was charged to expense, of which $7.0 million was recorded to cost of products sold. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for real estate and marketing which may contain lease and non-lease components which it has elected to treat as a single lease component. Information related to the Company's right-of-use assets and related lease liabilities were as follows: Year Ended December 31, 2019 Cash paid for operating lease liabilities, in thousands $ 17,809 Right-of-use assets obtained in exchange for new operating lease obligations (1) $ 33,264 Weighted-average remaining lease term 3.35 Weighted-average discount rate 18.1 % (1) Includes $29.7 million for operating leases existing on January 1, 2019 and $3.6 million for operating leases that commenced during the year ended December 31, 2019. Also, the Company renegotiated one of its operating leases during 2019, which resulted in a new financing lease. Approximately $7.7 million of Right-of-use assets under operating leases, net were reclassified to Right-of-use assets under financing leases, net related to this operating lease modification. Financing Leases The Company has entered into financing leases primarily for laboratory and computer equipment. Assets purchased under financing leases are included in Right-of-use assets under financing leases, net on the consolidated balance sheets. For financing leases, the associated assets are depreciated or amortized over the shorter of the relevant useful life of each asset or the lease term. At December 31, 2019, accumulated amortization of assets under financing lease was $1.7 million. Maturities of Financing and Operating Leases Maturities of lease liabilities as of December 31, 2019 were as follows: Years Ending December 31 Financing Leases Operating Leases Total Lease Obligations 2020 $ 4,490 $ 7,798 $ 12,288 2021 4,565 7,541 12,106 2022 — 7,719 7,719 2023 — 3,363 3,363 2024 — 192 192 Thereafter — — — Total future minimum payments 9,055 26,613 35,668 Less: amount representing interest (1,424) (6,951) (8,375) Present value of minimum lease payments 7,631 19,662 27,293 Less: current portion (3,465) (4,625) (8,090) Long-term portion $ 4,166 $ 15,037 $ 19,203 Other assets December 31, 2019 2018 Equity-method investment $ 4,734 $ — Contingent consideration 3,303 4,286 Deposits 295 2,465 Other 1,373 1,207 Total other assets $ 9,705 $ 7,958 In September 2019, the Company was notified by DSM that certain contingent consideration payable to the Company upon the realization of certain NOL tax benefits transferred to DSM with the sale of the Brotas facility in December 2017 would not be realized due to changes in DSM’s Brazilian legal entity structure. The Company considered this information in conjunction with the probability and timing of DSM’s realization of the underlying NOL tax benefits and determined that a portion of the contingent consideration receivable was not recoverable as of December 31, 2018 and recorded a $3.9 million impairment in the statement of operations as Impairment of other assets. The Company reassessed the recoverability of this receivable at December 31, 2019 based on projected utilization of the underlying tax credits by DSM and recorded an additional impairment of $0.2 million for the year ended December 31, 2019. In October 2019, the Company agreed to purchase the ownership interest previously held by Cosan in Novvi LLC, a joint venture among the Company, Cosan and certain other members, for $10.8 million (Purchase Price). The Company is obligated to pay the Purchase Price through the assignment of certain preferred dividends to be distributed by the proposed joint venture between the Company and Raizen Energia S.A., provided that, if the joint venture is not formed by October 2021, the Purchase Price shall be paid in full by October 31, 2022. The Company measured and recorded the fair value of the investment based on the present value of the unsecured $10.8 million obligation, which was deemed to be more readily determinable than the fair value of the Novvi partnership interest. In accordance with equity-method accounting, the Company records its share of Novvi's earnings or losses for each accounting period and adjusts the investment balance accordingly. However, the Company is not obligated to fund Novvi's potential future losses, so the Company will not record equity-method losses that would result in the investment in Novvi falling to below zero and becoming a liability. For additional information regarding the Company's accounting for equity-method investments, see Note 1, "Basis of Presentation and Summary of Significant Accounting Policies". Accrued and other current liabilities December 31, 2019 2018 Accrued interest $ 8,209 $ 3,853 Payroll and related expenses 7,296 9,220 Contract termination fees 5,347 4,092 Ginkgo partnership payments obligation 4,319 2,155 Asset retirement obligation (1) 3,184 3,063 Professional services 2,968 1,173 Tax-related liabilities 1,685 2,139 Other 3,647 3,284 Total accrued and other current liabilities $ 36,655 $ 28,979 ______________ (1) The asset retirement obligation represents liabilities incurred but not yet discharged in connection with our 2013 abandonment of a partially constructed facility in Pradópolis, Brazil. Other noncurrent liabilities December 31, 2019 2018 Liability for unrecognized tax benefit $ 7,204 $ 6,582 Liability in connection with acquisition of equity-method investment 5,249 — Ginkgo partnership payments, net of current portion (See Note 4) 4,492 6,185 Refund liability 3,750 — Contract liabilities, net of current portion (1) 1,449 1,587 Deferred rent, net of current portion — 6,440 Contract termination fees, net of current portion — 1,530 Capital leases, net of current portion — 195 Other 880 673 Total other noncurrent liabilities $ 23,024 $ 23,192 ______________ (1) Contract liabilities, net of current portion at December 31, 2019 and 2018 includes $1,204 at each date in connection with DSM, which is a related party. In relation to the refund liability item above, in April 2019, the Company assigned the Value Sharing Agreement to DSM. See Note 9, "Revenue Recognition and Contract Assets and Liabilities" for further information. The assignment was accounted for as a contract modification under ASC 606 that resulted in variable consideration of $12.5 million in the form of a stand-ready obligation to refund some or all of the $12.5 million consideration if certain criteria are not met by December 2021. The Company periodically updates its estimate of amounts to be retained and reduces the refund liability and records additional license and royalty revenue as the criteria are met. The Company recorded an additional $8.8 million of license and royalty revenue during the year ended December 31, 2019 related to a change in the estimated refund liability, which reduced the balance to $3.8 million. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Assets and liabilities are measured and reported at fair value based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. An asset's or liability's classification level is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are valued and disclosed in one of the following three levels of the valuation hierarchy: • 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. Liabilities Measured and Recorded at Fair Value on a Recurring Basis As of December 31, 2019 and 2018, the Company’s financial liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows: December 31, 2019 2018 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Senior Convertible Notes Due 2022 $ — $ — $ 50,624 50,624 $ — $ — $ — $ — 6% Convertible Notes Due 2021 — — — — — — 57,918 57,918 Embedded derivatives bifurcated from debt instruments — — 2,832 2,832 — — — — Freestanding derivative instruments issued in connection with other debt and equity instruments — — 6,971 6,971 — — 42,796 42,796 Total liabilities measured and recorded at fair value $ — $ — $ 60,427 $ 60,427 $ — $ — $ 100,714 $ 100,714 The Company did not hold any financial assets to be measured and recorded at fair value on a recurring basis as of December 31, 2019 and 2018. Also, there were no transfers between the levels during 2019 or 2018. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgements and consider factors specific to the asset or liability. The method of determining the fair value of compound embedded derivative liabilities is described subsequently in this note. Market risk associated with compound embedded derivative liabilities relates to the potential reduction in fair value and negative impact to future earnings from a decrease in interest rates. At December 31, 2019 and December 31, 2018, the carrying value of certain financial instruments, such as cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and other current accrued liabilities, approximate fair value due to their relatively short maturities and low market interest rates, if applicable. Changes in fair value of derivative liabilities are presented as gains or losses in the consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of derivative instruments". Changes in the fair value of debt that is accounted for at fair value are presented as gains or losses in the consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of debt". Senior Convertible Notes Due 2022 On November 15, 2019, the Company issued $66.0 million of Senior Convertible Notes Due 2022 and elected the fair value option of accounting for this debt instrument (see Note 4, "Debt" for details). At December 31, 2019, the contractual outstanding principal of the Senior Convertible Notes Due 2022 was $66.0 million and the fair value was $50.6 million. The Company measured the fair value using a binomial lattice model (which is discussed in further detail below) with the following inputs: (i) 233% discount yield, (ii) 45% equity volatility, (iii) 25% / 75% probability of principal repayment in cash or stock, respectively and (iv) 5% probability of change in control. The Company assumed that if a change of control event were to occur, it would occur at the end of the calendar year. In connection with the issuance of the Senior Convertible Notes Due 2022, the Company was required to pre-deliver 7.5 million shares of common stock (the Pre-Delivery Shares) to the note holders, which are freely tradeable, validly issued, fully paid, nonassessable and free from all preemptive or similar rights or liens, for the note holders to sell, trade or hold, subject to certain limitations, for as long as the Senior Convertible Notes Due 2022 are outstanding. However, the Company may elect or be required to apply the value of the pre-delivered shares to satisfy periodic principal and interest payments or other repayment events. Within ten business days following redemption or repayment of in full the Senior Convertible Notes Due 2022 and the satisfaction or discharge by the Company of all outstanding Company obligations under the Senior Convertible Notes Due 2022, the noteholders shall deliver 7.5 million shares of the Company’s common stock to the Company, less any shares used to satisfy any accrued interest or principal amortization payments under such notes. The Company concluded the Pre-Delivery Shares provision meets the criteria of freestanding instrument that is legally detachable and separately exercisable from the Senior Convertible Notes Due 2022 and should be classified in equity as the common shares issued are both indexed to the Company’s own stock and meet the equity classification criteria. As such, the Company will account for the fair value of the Pre-Delivery Shares within equity and will not subsequently remeasure to fair value at each reporting period, unless new events trigger a requirement for the shares to be reclassified to an asset or liability. The Company measured the issue date fair value of the Pre-Delivery Shares under an expected borrowing cost approach using a 9.75% annual borrowing rate over a 19-month estimated repayment term for the Senior Convertible Notes Due 2022. The resulting $4.2 million fair value was recorded in equity as additional paid in capital with an offset to the fair value of the Senior Convertible Notes Due 2022. See Note 6, “Stockholders’ Deficit” for further information regarding the issuance of the common stock. For the year ended December 31, 2019, the Company recorded a $3.8 million gain from change in fair value of debt in connection with the initial issuance and subsequent fair value remeasurement of the Senior Convertible Notes Due 2022, as follows: In thousands Fair value at November 14, 2019 $ 54,425 Less: Gain from change in fair value (3,801) Fair value at December 31, 2019 $ 50,624 A binomial lattice model was used to determine if the Senior Convertible Notes Due 2022 would be converted, called or held at each decision point. Within the lattice model, the following assumptions are made: (i) the convertible note will be converted early if the conversion value is greater than the holding value and (ii) the convertible note 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 note is called, the holder will maximize their value by finding the optimal decision between (1) redeeming at the redemption price and (2) converting the convertible note. Using this lattice method, the Company valued the Senior Convertible Notes Due 2022 using the "with-and-without method", where the fair value of the Senior Convertible Notes Due 2022 including the embedded and freestanding features is defined as the "with", and the fair value of the Senior Convertible Notes Due 2022 excluding the embedded and freestanding features is defined as the "without". This method estimates the fair value of the Senior Convertible Notes Due 2022 by looking at the difference in the values of Senior Convertible Notes Due 2022 with the embedded and freestanding derivatives and the fair value of Senior Convertible Notes Due 2022 without the embedded and freestanding features. The lattice model uses the stock price, conversion price, maturity date, risk-free interest rate, estimated stock volatility and estimated credit spread. The Company remeasures the fair value of the debt instrument and records the change as a gain or loss from change in fair value of debt in the statement of operations for each reporting period. 6% Convertible Notes Due 2021 On December 10, 2018, the Company issued $60.0 million of 6% Convertible Notes Due 2021 (see Note 4, "Debt" for details) and elected the fair value option of accounting for this debt instrument. The notes were extinguished in November 2019. The Company recorded a $23.2 million loss from change in fair value of debt in the year ended December 31, 2019 prior to extinguishing the debt. Derivative Liabilities Recognized in Connection with the Issuance of Debt and Equity Instruments The following table provides a reconciliation of the beginning and ending balances for the Company's derivative liabilities recognized in connection with the issuance of debt and equity instruments – either freestanding or compound embedded – measured at fair value using significant unobservable inputs (Level 3): (In thousands) Equity-related Derivative Liability Debt-related Derivative Liability Total Derivative Liability Balance at December 31, 2018 $ 41,272 $ 1,524 $ 42,796 Derecognition upon adoption of ASU 2017-11 (39,513) (1,524) (41,037) Fair value of derivative liabilities issued during the period — 15,158 15,158 Change in fair value of derivative liabilities 2,039 (4,816) (2,777) Derecognition on extinguishment (3,798) (539) (4,337) Balance at December 31, 2019 $ — $ 9,803 $ 9,803 As of December 31, 2019, the $3.8 million derivative liability recorded in connection with the November 2018 Securities Purchase Agreement with DSM was settled and extinguished through a cash payment in April 2019. During the second half of 2019, the Company issued four debt instruments with an embedded mandatory redemption feature and two freestanding liability classified warrants with conversion rate adjustment and antidilution provisions. See Note 4, “Debt” for a description of the transactions and the initial accounting treatment for these debt related derivatives. There is no current observable market for these types of derivatives and the Company determined the fair value of the embedded mandatory redemption feature using a probability weighted discounted cash flow model measuring the fair value of the debt instrument both with and without the embedded feature, which is discussed in more detail below; and the freestanding liability warrants using a Black-Scholes-Merton option pricing model, which is also discussed in more detail below. The collective fair value of the four embedded derivatives totaled $2.5 million at issuance date and were recorded as a derivative liability and a debt discount against the underlying debt instruments. In the fourth quarter of 2019, the Company modified certain key terms in two of the four underlying debt instruments, resulting in a debt extinguishment of the two instruments. Consequently, the collective fair value of the two embedded derivative liabilities totaling $0.5 million were written off against the loss on debt extinguishment and the $0.7 million collective fair value of the two new embedded mandatory redemption features were recorded as derivative liabilities at the date of debt modification. The collective fair value of the four embedded derivative liabilities totaled $2.8 million at December 31, 2019. The freestanding liability warrants issued on September 10, 2019 and November 14, 2019 had an initial fair value of $7.9 million and $4.0 million, respectively and were recorded as a derivative liability and a debt discount. The warrants will be remeasured each reporting period until settled or extinguished with subsequent changes in fair value recorded through the statement of operations as a gain or loss on change in fair value of derivative liabilities. At December 31, 2019 the warrants derivative had a fair value of $6.9 million. For the year ended December 31, 2019, the Company recorded a $4.8 million gain from change in fair value of debt-related embedded derivative liabilities. Valuation Methodology and Approach to Measuring the Derivative Liabilities The liabilities associated with the Company’s freestanding and compound embedded derivatives outstanding at December 31, 2019 and 2018 represent the fair value of freestanding equity instruments, mandatory redemption features embedded in certain debt instruments and antidilution provisions in some of the Company's debt warrant instruments. See Note 4, "Debt", and Note 6, "Stockholders' Deficit" for further information regarding these host instruments. There is no current observable market for these types of derivatives and, as such, the Company determined the fair value of the freestanding instrument or embedded derivatives using the Black-Scholes-Merton option pricing model, a probability weighted discounted cash flow analysis, or a Monte Carlo simulation. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of its liability classified warrants issued in 2019. Input assumptions for these freestanding instruments are as follows: Input assumptions for liability classified warrants: Range Fair value of common stock on issue date $3.09 – $4.76 Expected volatility 94% - 105% Risk-free interest rate 1.58% - 1.67% Dividend yield 0.0 % The Company uses a probability weighted discounted cash flow model to measure the fair value of the mandatory redemption features embedded in the four debt instruments issued in the second half of 2019. The model is designed to measure and determine if the debt instruments would be called or held at each decision point. Within the model, the following assumption is made: the underlying debt instrument will be called early if the change in control redemption value is greater than the holding value. If the underlying debt instrument is called, the holder will maximize their value by finding the optimal decision between (i) redeeming at the redemption price and (ii) holding the instrument until maturity. Using this assumption, the Company valued the embedded derivatives on a "with-and-without method", where the fair value of each underlying debt instrument including the embedded derivative is defined as the "with", and the fair value of each underlying debt instrument excluding the embedded derivatives is defined as the "without". This method estimates the fair value of the embedded derivatives by comparing the fair value differential between the with and without mandatory redemption feature. The model incorporates the mandatory redemption price, time to maturity, risk-free interest rate, estimated credit spread and estimated probability of a change in control default event. The Company used a Monte Carlo simulation valuation model to determine the fair value of the May 2017 and August 2017 Cash and Dilution Warrants through December 31, 2018. Upon adoption of ASU 2017-11 on January 1, 2019, the fair value of these warrants was reclassified to equity as they no longer met the criteria for derivative liability accounting. Monte Carlo simulation combines a random number generator based on a probability distribution and additional inputs of volatility, time to expiration to generate a stock price and other uncertainties. The generated stock price at the time of expiration is then used to calculate the value of the option. The model then calculates results tens of thousands of times, each time using a different set of random values from the probability functions. The resulting Monte Carlo simulation valuation is based on the average of all the calculated results. The market-based assumptions and estimates used in valuing the compound embedded and freestanding derivative liabilities include amounts in the following ranges/amounts: December 31, 2019 2018 Risk-free interest rate 1.6% - 1.7% 2.5% - 3.0% Risk-adjusted discount yield 20.0% - 27.0% 17.2% - 27.3% Stock price volatility 45% 45.0% - 85.0% Probability of change in control 5.0% 0.0% Stock price $3.09 $3.34 Credit spread 18.4% - 25.4% 14.6% - 24.9% Estimated conversion dates 2022 - 2023 2019 - 2025 Changes in valuation assumptions can have a significant impact on the valuation of the embedded and freestanding derivative liabilities and debt that the Company elects to account for at fair value. For example, all other things being equal, a decrease/increase in the Company’s stock price, probability of change of control, credit spread, term to maturity/conversion 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. Certain of the convertible notes, shares of convertible preferred stock and warrants also include conversion or exercise price adjustment features and, for example, certain issuances of common stock by the Company at prices lower than the current conversion or exercise price result in a reduction of the conversion price of such notes or convertible preferred stock, or a reduction in the exercise price of, or an increase in the number of shares subject to, such warrants, which increases the value of the embedded and freestanding derivative liabilities and debt measured at fair value; see Note 4, "Debt" for details. Assets and Liabilities Recorded at Carrying Value Financial Assets and Liabilities The carrying amounts of certain financial instruments, such as cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities and low market interest rates, if applicable. Loans payable and credit facilities are recorded at carrying value, which is representative of fair value at the date of acquisition. The Company estimates the fair value of these instruments using observable market-based inputs (Level 2). The carrying amount (the total amount of net debt presented on the balance sheet) of the Company's debt at December 31, 2019 and at December 31, 2018, excluding the debt instruments recorded at fair value, was $195.8 million and $151.8 million, respectively. The fair value of such debt at December 31, 2019 and at December 31, 2018 was $194.8 million and $149.3 million, respectively, and was determined by (i) discounting expected cash flows using current market discount rates estimated for certain of the debt instruments and (ii) using third-party fair value estimates for the remaining debt instruments. Assets and Liabilities Measured and Recorded at Fair Value on a Non-Recurring Basis On November 19, 2018, the Company amended its supply agreement with DSM, as discussed in Note 9, “Revenue Recognition” to secure production capacity at the Brotas facility in exchange for future cash payments totaling $22.7 million, the issuance of 1,643,991 shares common stock valued at $6.1 million on the date of issuance and a further cash payment for the difference between the fair value of the common stock and $7.3 million on March 29, 2019. In addition, the Company modified certain warrants held by DSM which resulted in the transfer of $2.9 million of value to DSM and paid $1.8 million to settle certain obligations to DSM related to the 2017 sale of the Brotas facility. The Company also entered into other transactions contemporaneously with the amended supply agreement as discussed in Note 10, “Related Party Transactions”. This series of transactions with DSM in November 2018 was accounted for as a combined transaction in which the Company determined and allocated the fair value of the consideration to each element. The fair value of the consideration transferred to DSM under the combined arrangement totaled $33.3 million and was allocated as follows (in thousands): Element Fair Value Allocation Manufacturing capacity reservation fee $ 24,395 Legal settlement and consent waiver 6,764 Working capital adjustment 2,145 Total fair value of consideration transferred $ 33,304 The fair value of these elements is based on Level 3 inputs, which considered the lowest level of input that is significant to the fair value measurement of these elements. To determine the fair value of the manufacturing capacity reservation fee, the Company used a discounted cash flow model under a cost savings valuation approach based on a competing manufacturing quote for similar capacity, location and timing. The Company used a discount rate of 22.5% and a tax rate of 0% to discount the gross cash flows. The fair value of the legal settlement for failure to obtain consent from DSM prior to executing the August 2018 Vivo Warrant transaction was determined by calculating the difference between the fair values of the warrants held by Vivo prior to and after the August 2018 Vivo Warrant transaction using a combination of a Monte Carlo simulation and the Black-Scholes-Merton option pricing model. The fair value of the working capital adjustment was determined to equal the difference between the preliminary estimate for working capital upon closing the Brotas facility sale and the final working capital amounts transferred. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2019 2018 December 31, Principal Unaccreted Debt (Discount) Premium Fair Value Adjustment Net Principal Unaccreted Debt (Discount) Premium Fair Value Adjustment Net Convertible notes payable Senior convertible notes due 2022 $ 66,000 $ — $ (15,376) $ 50,624 $ — $ — $ — $ — 6% convertible notes due 2021 — — — — 60,000 — (2,082) 57,918 2015 Rule 144A convertible notes — — — — 37,887 (2,413) — 35,474 2014 Rule 144A convertible notes — — — — 24,004 (867) — 23,137 August 2013 financing convertible notes — — — — 4,415 (70) — 4,345 66,000 — (15,376) 50,624 126,306 (3,350) (2,082) 120,874 Related party convertible notes payable 2014 Rule 144A convertible notes 10,178 — — 10,178 24,705 (1,038) — 23,667 10,178 — — 10,178 24,705 (1,038) — 23,667 Loans payable and credit facilities Schottenfeld notes 20,350 (1,315) — 19,035 — — — — Nikko notes 14,318 (901) — 13,417 4,598 (1,047) — 3,551 Ginkgo note 12,000 (3,139) — 8,861 12,000 (4,047) — 7,953 Other loans payable 1,828 — — 1,828 312 — — 312 GACP term loan facility — — — — 36,000 (1,349) — 34,651 48,496 (5,355) — 43,141 52,910 (6,443) — 46,467 Related party loans payable Foris notes 115,351 (9,516) — 105,835 — — — — DSM notes 33,000 (4,621) — 28,379 25,000 (6,311) — 18,689 Naxyris note 24,437 (822) — 23,615 — — — — 172,788 (14,959) — 157,829 25,000 (6,311) — 18,689 Total debt $ 297,462 $ (20,314) $ (15,376) 261,772 $ 228,921 $ (17,142) $ (2,082) 209,697 Less: current portion (63,805) (147,677) Long-term debt, net of current portion $ 197,967 $ 62,020 Future minimum payments under the debt agreements as of December 31, 2019 are as follows: Years ending December 31 Convertible Notes Loans Payable and Credit Facilities Related Party Convertible Notes Related Party Loans Payable and Credit Facilities Total 2020 $ 43,384 $ 26,324 $ 10,437 $ 33,730 $ 113,875 2021 40,177 3,342 — 53,566 97,085 2022 — 15,177 — 113,818 128,995 2023 — 13,011 — 24,323 37,334 2024 — 398 — — 398 Thereafter — 1,870 — — 1,870 Total future minimum payments 83,561 60,122 10,437 225,437 379,557 Less: amount representing interest (1) (17,561) (11,626) (259) (52,649) (82,095) Less: future conversion of accrued interest to principal — — — — — Present value of minimum debt payments 66,000 48,496 10,178 172,788 297,462 Less: current portion of debt principal (31,800) (21,193) (10,178) (11,380) (74,551) Noncurrent portion of debt principal $ 34,200 $ 27,303 $ — $ 161,408 $ 222,911 ______________ (1) Excluding net debt discount of $20.3 million that will be amortized to interest expense over the term of the debt. August 2013 Financing Convertible Note On January 14, 2019, Wolverine Flagship Fund Trading Limited (Wolverine) agreed to waive payment of the August 2013 Financing Convertible Note held by Wolverine at its January 15, 2019 maturity until July 15, 2019 in exchange for a fee, payable on or prior to July 15, 2019, of $0.6 million. The due date of the waiver fee was extended to October 13, 2019 and was subsequently paid on October 29, 2019. The Company concluded that the maturity date extension represented a debt modification, and the fee was accounted for as additional debt discount to be amortized over the remaining term. On July 8, 2019, $5.1 million principal balance of the convertible note and unpaid interest was exchanged for 1.8 million shares of common stock with a total fair value of $5.9 million or $3.30 per share and a warrant to purchase 1.1 million shares of common stock with a fair value of $1.9 million. The Company recorded a $2.7 million loss on debt extinguishment for the difference between the carrying value of the debt and the sum of the fair values of the common stock and warrant. See Note 6, “Stockholders’ Deficit” for additional information regarding the fair value measurement of the common stock and warrant issued in connection with this exchange. 2015 Rule 144A Convertible Notes Extinguishment On April 16, 2019, the Company repaid in cash the $37.9 million outstanding principal, as well as accrued and unpaid interest, under its 9.50% Convertible Senior Notes due 2019 (the 2015 Rule 144A Convertible Notes). This repayment did not result in an extinguishment gain or loss. 2014 Rule 144A Convertible Notes In May 2019, the Company exchanged a portion of its 6.50% Convertible Senior Notes (the 2014 Rule 144A Convertible Notes), representing $38.2 million aggregate principal amount of 2014 Rule 144A Convertible Notes, for shares of common stock, warrants to purchase common stock and a new senior convertible note as described below and repaid the remaining $10.5 million of the 2014 Rule 144A Convertible Notes in cash at maturity. Notes Conversion into Common Stock On May 10, 2019, the Company exchanged $13.5 million aggregate principal amount of 2014 Rule 144A Convertible Notes held by certain non-affiliated investors, including accrued and unpaid interest thereon, for an aggregate of 3.5 million shares of common stock and warrants to purchase an aggregate of 1.4 million shares of common stock at an exercise price of $5.02 per share, with an exercise term of two years from issuance, in a private exchange. On May 14, 2019, the Company exchanged $5.0 million aggregate principal amount of 2014 Rule 144A Convertible Notes held by Foris, including accrued and unpaid interest thereon, for 1.1 million shares of common stock and a warrant to purchase up to 0.4 million shares of common stock at an exercise price of $4.56 per share, with an exercise term of two years from issuance, in a private exchange. On August 28, 2019, the Company and Foris agreed to reduce the exercise price of such warrant from $4.56 per share to $3.90 per share in connection with the “August 2019 Foris Credit Agreements” below. Also, see Note 6, “Stockholders’ Deficit” for additional information and Note 15, “Subsequent Events” for information regarding the amendment and exercise of the warrants on January 31, 2020. On May 15, 2019, the Company exchanged $10.0 million aggregate principal amount of 2014 Rule 144A Convertible Notes held by Maxwell (Mauritius) Pte Ltd for 2.5 million shares of common stock in a private exchange. The Company evaluated the May 2019 note conversions into common stock discussed above and concluded that the transactions resulted in a debt extinguishment. The Company recorded a $5.9 million loss on debt extinguishment of the 2014 144A Convertible Notes in the three months ended June 30, 2019. The loss represented the difference between the $30.8 million fair value of 7.1 million common shares issued upon exchange, $3.8 million fair value of warrants issued to purchase 1.7 million shares of common stock and $0.4 million of fees incurred, less the $29.1 million carrying value of the debt that was extinguished. See Note 6. "Stockholders’ Deficit" for further information regarding the fair value measurement of the common stock and warrants issued in connection with the May 2019 note conversions discussed above. Total Note Exchange and Extensions On May 15, 2019, the Company exchanged $9.7 million aggregate principal amount of 2014 Rule 144A Convertible Notes due May 15, 2019 held by Total Raffinage Chimie (Total) for a new senior convertible note (the New Note) with an equal principal amount and with substantially identical terms, except that the New Note had a maturity date of June 14, 2019. Effective June 14, 2019, the Company and Total agreed to extend the maturity date of the New Note from June 14, 2019 to July 18, 2019. Effective July 18, 2019, the Company and Total agreed to (i) further extend the maturity date of the New Note from July 18, 2019 to August 28, 2019 and (ii) increase the interest rate on the New Note to 10.5% per annum, beginning July 18, 2019. Effective August 28, 2019, the Company and Total agreed to (i) further extend the maturity date of the New Note from August 28, 2019 to October 28, 2019 and (ii) increase the interest rate on the New Note to 12% per annum, beginning August 28, 2019. On October 31, 2019, the Company and Total agreed, effective as of October 28, 2019, to (i) extend the maturity date of the New Note from October 28, 2019 to December 16, 2019 and (ii) capitalize all interest accruing under the New Note from May 15, 2019 through and including November 14, 2019, in the amount of $0.5 million, which interest would be added to the principal of the New Note, which would begin accruing interest on such new principal amount on November 15, 2019. Effective December 16, 2019, the Company and Total agreed to extend the maturity date of the New Note from December 16, 2019 to January 31, 2020. See Note 15, “Subsequent Events” for further information regarding the Company’s failure to repay the $10.2 million New Note by January 31, 2020. The Company accounted for the note exchange and series of extensions with Total as a debt modification; however, no additional fees were paid in connection with the exchange and extensions, and consequently there was no impact on the carrying value of the debt as of December 31, 2019. Foris Debt Transactions—Related Party The Company has loans payable to Foris Ventures, LLC (Foris) with a total principal balance of $115.4 million at December 31, 2019. Foris is an entity affiliated with director John Doerr of Kleiner Perkins Caufield & Byers, a current stockholder, and an owner of greater than five percent of the Company’s outstanding common stock. The notes payable to Foris are comprised of the following (amounts in thousands): Description Date Issued Original Loan Amount Balance at December 31, 2019 Interest Rate per Annum Maturity Date Foris $19 Million Note August 28, 2019 $ 19,000 $ 19,000 12.0% January 1, 2023 Foris LSA April 15, 2019 36,000 96,351 12.5% For $81.0 million borrowed prior to November 27, 2019, the maturity date is July 1, 2022; for $10.0 million borrowed November 27, 2019, the maturity date is March 31, 2023. $ 55,000 $ 115,351 Foris Credit Agreements On April 8, 2019, the Company and Foris entered into a credit agreement to make available to the Company an unsecured credit facility in an aggregate principal amount of $8.0 million (the April Foris Credit Agreement), which the Company borrowed in full on April 8, 2019 and issued to Foris a promissory note in the principal amount of $8.0 million (the April Foris Note). The April Foris Note has a maturity date of October 14, 2019, which has no stated interest rate. The Company agreed to pay Foris a fee of $1.0 million, payable on or prior to the maturity date; provided, that the fee will be reduced to $0.5 million if the Company repays the April Foris Note in full by July 15, 2019. The Company accrues this fee as interest expense over the six On June 11, 2019, the Company and Foris entered into a credit agreement to make available to the Company an unsecured credit facility in an aggregate principal amount of $8.5 million, which the Company borrowed in full on June 11, 2019 and issued to Foris a promissory note in the principal amount of $8.5 million (the June Foris Note). The June Foris Note (i) accrues interest at a rate of 12.5% per annum and is payable on the maturity date or the earlier repayment or other satisfaction of the June Foris Note, and (ii) matured on August 28, 2019. On July 10, 2019, the Company and Foris entered into a credit agreement to make available to the Company an unsecured credit facility in an aggregate principal amount of $16.0 million (the July Foris Credit Agreement), of which the Company borrowed $8.0 million on July 10, 2019 and $8.0 million on July 26, 2019 and issued to Foris promissory notes, each in the principal amount of $8.0 million, on such dates (the July Foris Notes). The July Foris Notes (i) accrue interest at a rate of 12.5% per annum, which is payable on the maturity date or the earlier repayment or other satisfaction of the applicable July Foris Note, and (ii) mature on December 31, 2019. In connection with the entry into the July Foris Credit Agreement, the Company and Foris amended the warrant issued to Foris on August 17, 2018 to reduce the exercise price of such warrant from $7.52 per share to $2.87 per share. The warrant modification resulted in $4.0 million of incremental value which was accounted for as a debt discount to the $16 million July Foris Notes. See Note 6, “Stockholders’ Deficit” for additional information regarding the fair value measurement of the modified warrant. On August 14, 2019, the April Foris Note, the June Foris Note and the July Foris Notes were added to the loans under the LSA, made subject to the LSA and secured by the security interest in the collateral granted to Foris under the LSA, and such notes were cancelled in connection therewith. See "LSA Assignment, Amendments and Waiver" below for further information. Foris LSA Assignment, Amendments and Waivers On April 4, 2019, the Company and GACP Finance Co., LLC (GACP) amended the Loan and Security Agreement, dated June 29, 2018 (as amended, the LSA), to remove, add and modify certain restrictions, covenants and other provisions and to waive breaches of certain covenants under the LSA occurring prior to, as of and after December 31, 2018 through April 8, 2019. In connection with such waiver, the Company agreed to pay GACP fees of $0.8 million, which the Company paid in April 2019. This waiver fee was recorded as interest expense in the statement of operations in the nine months ended September 30, 2019. On April 15, 2019, the Company, GACP and Foris Ventures, LLC (Foris), an entity affiliated with director John Doerr of Kleiner Perkins Caufield & Byers, a current stockholder, and an owner of greater than 5% of the Company’s outstanding common stock) entered into a Loan Purchase Agreement, pursuant to which Foris agreed to purchase and assume from GACP, the outstanding principal balance under the LSA, which totaled $36.0 million and all documents and assets related thereto. In connection with such purchase and assignment, the Company agreed to repay Foris $2.5 million of the purchase price and accrued interest paid by Foris to GACP (the LSA Obligation). The closing of the loan purchase and assignment occurred on April 16, 2019. On August 14, 2019, the Company and Foris entered into an Amendment No. 5 and Waiver to the LSA (the LSA Amendment and Waiver), pursuant to which (i) the maturity date of the loans under the LSA was extended from July 1, 2021 to July 1, 2022, (ii) the interest rate for the loans under the LSA was modified to the greater of (A) 12% or (B) the rate of interest payable with respect to any indebtedness of the Company, including, but not limited to, the rate of interest charged pursuant to the Naxyris Loan Agreement, provided, that for such purpose, the rate of interest charged pursuant to the Naxyris Loan Agreement shall be the rate of interest payable by the Borrower pursuant to the Naxyris Loan Agreement, minus 25 basis points (iii) the amortization of the loans under the LSA was delayed until December 16, 2019, (iv) certain accrued and future interest and agency fee payments under the LSA were delayed until December 16, 2019, (v) certain covenants under the LSA, including related definitions, were amended to provide the Company with greater operational and financial flexibility, including, without limitation, to permit the incurrence of the indebtedness under the August 2019 Naxyris Loan (as described below) and the granting of liens with respect thereto, subject to the terms of an intercreditor agreement between Foris and Naxyris S.A. (Naxyris) governing the respective rights of the parties with respect to, among other things, the assets securing the Naxyris Loan Agreement (as defined below) and the LSA (the Intercreditor Agreement), (vi) certain outstanding unsecured promissory notes issued by the Company to Foris on April 8, 2019, June 11, 2019, July 10, 2019 and July 26, 2019 (as described in the “Foris Credit Agreements” section above), in an aggregate principal amount of $32.5 million, as well as the $2.5 million LSA Obligation, were added to the loans under the LSA, made subject to the LSA and secured by the security interest in the collateral granted to Foris under the LSA, and such promissory notes and contractual obligation were canceled in connection therewith, and (vii) Foris agreed to waive certain existing defaults under the LSA, including with respect to covenants related to cross-defaults, minimum liquidity and minimum asset coverage requirements. After giving effect to the LSA Amendment and Waiver, there was $71.0 million aggregate principal amount of loans outstanding under the LSA. The Company also issued to Foris a warrant (the LSA Warrant) on August 14, 2019 to purchase up to 1.4 million shares of common stock at an exercise price of $2.87 per share, with an exercise term of two years from issuance. The warrant had a fair value of $2.9 million, which was measured using the Black-Scholes-Merton option pricing model. See Note 6, “Stockholders’ Deficit” for further information regarding the fair value measurement and issuance of this warrant. Due to multiple changes in key provisions of the LSA from April 15, 2019 through August 14, 2019, the Company analyzed the before and after cash flows from the prior twelve months of modifications resulting from the increased principal balance, decreased interest rate, extended maturity date, waiver of default interest and the fair value of the new LSA Warrant provided to Foris in order to determine if these changes result in a modification or extinguishment of the original LSA. Based on the combined before and after cash flows of the five separate note balances making up the new principal balance of the LSA and the fair value of the LSA warrant, the change in cash flows was not significantly different. Consequently, the LSA Amendment and Waiver was accounting for as a debt modification with the $2.9 million fair value of the LSA Warrant recorded as an increase to additional paid in capital and as a debt discount to be amortized to interest expense under the effective interest method over the remaining term of the LSA. Foris LSA Amendments, Additional Loan and Warrant Issuance On October 10, 2019, the Company and Foris entered into Amendment No. 6 to the LSA (the October 2019 LSA Amendment), pursuant to which the maximum loan commitment of Foris under the LSA was increased by $10.0 million. On October 11, 2019, the Company borrowed an additional $10.0 million from Foris under the LSA (the October 2019 LSA Loan), which is subject to the terms and provisions of the LSA, including the lien on substantially all the assets of the Company. After giving effect to the LSA Loan, there was $81.0 million aggregate principal amount of loans outstanding under the LSA. Also, in connection with the October 2019 LSA Amendment, the Company issued a warrant (the October 2019 Foris LSA Warrant) to purchase up to 2.0 million shares of common stock at an exercise price of $2.87 per share, with an exercise term of two years from issuance. The warrant had a fair value of $4.1 million which was measured using the Black-Scholes-Merton option pricing model. See Note 6, “Stockholders’ Deficit” for further information regarding the fair value measurement and issuance of this warrant. On October 28, 2019, the Company and Foris entered into an amended and restated LSA (the A&R LSA), pursuant to which, among other things, certain covenants and related definitions were amended to permit the incurrence of the indebtedness under the October 2019 Naxyris Loan (as defined below), subject to the terms of an amended and restated intercreditor agreement, dated October 28, 2019, between Foris and Naxyris governing the respective rights of the parties with respect to, among other things, the assets securing the A&R Naxyris LSA (as defined below) and the A&R LSA, and additional covenants were added relating to, among other things, maintenance of intellectual property, compliance with laws, delivery of reports and repayment of indebtedness. On November 27, 2019, the Company borrowed an additional $10.0 million from Foris under the A&R LSA dated October 28, 2019. The new loan has identical terms to the previous loans under the LSA except that the maturity date is March 31, 2023 (as opposed to July 1, 2022 for the other loans under the LSA). In connection with the new loan, the Company issued a warrant to purchase up to 1,000,000 shares of common stock at an exercise price of $3.87 per share, exercisable for a period of two years from issuance (the November 2019 Foris Warrant). The warrant had a fair value of $2.1 million which was measured using the Black-Scholes-Merton option pricing model. See Note 6, “Stockholders’ Deficit” for further information regarding the fair value measurement and issuance of this warrant. After giving effect to the LSA Loan, there was $91.0 million aggregate principal amount of loans outstanding under the A&R LSA. Due to multiple changes in key provisions of the LSA through November 27, 2019, the Company analyzed the before and after cash flows from the prior twelve months of modifications resulting from the increased principal balance, decreased interest rate, extended maturity date, waiver of default interest and the fair value of the new LSA Warrant, the October 2019 Foris Warrant and the November 2019 Foris Warrant provided to Foris in order to determine if these changes result in a modification or extinguishment of the original LSA. Based on the combined before and after cash flows of the various note balances making up the new principal balance of the LSA and the fair value of the three warrants, the Company determined that the change in cash flows through and including the October 2019 LSA Amendment were significantly different. Consequently, the October 2019 LSA Amendment was accounting for as a debt extinguishment and a new debt issuance. The Company recorded a $12.8 million loss on extinguishment comprised of (i) $8.7 million unamortized debt discount and (ii) the $4.1 million fair value of the October 2019 Foris LSA Warrant (a non-cash fee paid to the lender). However, the change in cash flows from the October 2019 LSA Amendment to the November 27, 2019 borrowing under the A&R LSA were not significantly different. As a result, the A&R LSA was accounting for as a debt modification. The Company recorded a new $3.5 million debt discount, comprised of (i) $2.1 million fair value of the November 2019 Warrant, recorded as an increase to additional paid in capital and as a debt discount to be amortized to interest expense under the effective interest method over the remaining term of the A&R LSA, and (ii) $1.4 million fair value of a bifurcated embedded mandatory redemption feature, recorded as a derivative liability and as a debt discount to be amortized to interest expense under the effective interest method over the remaining term of the A&R LSA. See Note 3, “Fair Value Measurement” for further information on the valuation and subsequent fair value accounting for the bifurcated embedded derivative. August 2019 Foris Credit Agreements On August 28, 2019, the Company and Foris entered into a credit agreement for an unsecured credit facility in an aggregate principal amount of $19.0 million (the August 2019 Foris Credit Agreement), which the Company borrowed in full on August 28, 2019 (the Foris $19 Million Note). The Foris $19 Million Note (i) accrues interest at a rate of 12% per annum, which is payable quarterly in arrears on each March 31, June 30, September 30 and December 31, beginning December 31, 2019, and (ii) matures on January 1, 2023. The Company may at its option repay the amounts outstanding under the Foris $19 Million Note before the maturity date, in whole or in part, at a price equal to 100% of the amount being repaid plus accrued and unpaid interest on such amount to the date of repayment. The Foris $19 Million Note also contained a mandatory redemption feature that was not clearly and closely related to the debt host instrument, and thus, required bifurcation and separate accounting as a derivative liability. The embedded feature had an initial fair value of $0.5 million and was recorded as a derivative liability and a debt discount to be amortized to interest expense under the effective interest method over the term of the Foris $19 Million Note. See Note 3, “Fair Value Measurement” for information regarding the fair value measurement and subsequent accounting for the embedded mandatory redemption feature. In connection with the entry into the August 2019 Foris Credit Agreement, the Company issued to Foris a warrant (the August 2019 Foris Warrant) to purchase up to 4.9 million shares of Common Stock at an exercise price of $3.90 per share, with an exercise term of two years from issuance. See Note 6, “Stockholders’ Deficit” for information regarding the fair value measurement and issuance of this warrant. The warrant had a $8.7 million fair value and a $5.2 million relative fair value after allocating the Foris $19 Million Note proceeds to the $0.5 million fair value of the embedded mandatory redemption feature contained in the Foris $19 Million Note, and allocating on a residual basis, to the relative fair values of the Foris $19 Million Note and the August 2019 Foris Warrant. The $5.2 million relative fair value of the August 2019 Foris Warrant was recorded as an increase to additional paid in capital and as a debt discount to be amortized to interest expense under the effective interest method over the term of the Foris $19 Million Note. Also, on August 28, 2019 in connection with the entry into the August 2019 Foris Credit Agreement, the Company and Foris amended the warrant to purchase up to 3.9 million shares of common stock issued to Foris on April 26, 2019 to reduce the exercise price from $5.12 per share to $3.90 per share, and amended the warrant to purchase up to 0.4 million shares of common stock issued to Foris on May 14, 2019 to reduce the exercise price from $4.56 per share to $3.90 per share. The warrant modifications resulted in $1.1 million of incremental value that was recorded as an increase to additional paid in capital and a debt discount to be amortized to interest expense under the effective interest method over the term of the Foris $19 Million Note. See Note 6, “Stockholders’ Deficit” for additional information regarding the fair value measurement of these warrant modifications. In addition to the $5.2 million relative fair value of the August 2019 Foris Warrant, the $0.5 million fair value of the embedded mandatory redemption feature, and $1.1 million incremental value related to the warrant modifications, the Company incurred $0.1 million of legal fees in connection the issuing the Foris $19 Million Note. These amounts totaled $6.8 million and were recorded as a debt discount to be amortized as interest expense under the effective interest method over the term of the Foris $19 Million Note. This note was repaid in full in January 2020; see "Warrant Exercise, Common Stock Purchase and Debt Equitization by Foris – Related Party" in Note 15, "Subsequent Events" for additional information. Naxyris LSA On August 14, 2019, the Company, certain of the Company’s subsidiaries (the Subsidiary Guarantors) and, as lender, Naxyris, an existing stockholder of the Company and an investment vehicle owned by Naxos Capital Partners SCA Sicar, which is affiliated with NAXOS S.A.R.L. (Switzerland), for which director Carole Piwnica serves as director, entered into a Loan and Security Agreement (the Naxyris Loan Agreement) to make available to the Company a secured term loan facility in an aggregate principal amount of up to $10.4 million (the August 2019 Naxyris Loan), which the Company borrowed in full on August 14, 2019. In connection with the funding of the August 2019 Naxyris Loan, the Company paid Naxyris an upfront fee of $0.4 million. Loans under the August 2019 Naxyris Loan have a maturity date of July 1, 2022 and accrue interest at a rate per annum equal to the greater of (i) 12% or (ii) the rate of interest payable with respect to any indebtedness of the Company plus 25 basis points, which interest will be payable monthly in arrears, provided that all interest accruing from and after August 14, 2019 through December 1, 2019 shall be due and payable on December 15, 2019. The obligations of the Company under the Naxyris Loan Agreement are (i) guaranteed by the Subsidiary Guarantors and (ii) secured by a perfected security interest in substantially all of the assets of the Company and the Subsidiary Guarantors (the Collateral), junior in payment priority to Foris subject to certain limitations and exceptions, as well as the terms of the Intercreditor Agreement. Mandatory prepayments of the outstanding amounts under the August 2019 Naxyris Loan will be required upon the occurrence of certain events, including asset sales, a change in control, and the incurrence of additional indebtedness, subject to certain exceptions and reinvestment rights. Outstanding amounts under the August 2019 Naxyris Loan must also be prepaid to the extent that the borrowing base exceeds the outstanding principal amount of the loans under the August 2019 Naxyris Loan. In addition, the Company may at its option prepay the outstanding principal amount of the loans under the August 2019 Naxyris Loan in full before the maturity date. Any prepayment of the loans under the August 2019 Naxyris Loan prior to the maturity date, whether pursuant to a mandatory or optional prepayment, is subject to a prepayment charge equal to one year’s interest at the then-current interest rate for the August 2019 Naxyris Loan. Upon any repayment of the loans under the August 2019 Naxyris Loan, whether on the maturity date or earlier pursuant to an optional or mandatory prepayment, the Company will pay Naxyris an end of term fee based on a percentage of the aggregate amount borrowed. In addition, (i) the Company will be required to pay a fee equal to 6% of any amount the Company fails to pay within three business days of its due date and (ii) any interest that is not paid when due will be added to principal and will accrue compound interest at the applicable rate. The August 2019 Naxyris Loan contains customary affirmative and negative covenants and financial covenants, including covenants related to minimum revenue, minimum liquidity and minimum asset coverage requirements. The August 2019 Naxyris Loan also contained a mandatory redemption feature that was not clearly and closely related to the debt host instrument, and thus, required bifurcation and separate accounting as a derivative liability. The embedded feature had an initial fair value of $0.3 million and was recorded as a derivative liability and a debt discount to be amortized to interest expense under the effective interest method over the term of the August 2019 Naxyris Loan. See Note 3, “Fair Value Measurement” for information regarding the fair value measurement and subsequent accounting for the embedded mandatory redemption feature. In connection with the entry into the August 2019 Naxyris Loan, on August 14, 2019 the Company issued to Naxyris a warrant (the Naxyris LSA Warrant) to purchase up to 2.0 million shares of common stock at an exercise price of $2.87 per share, with an exercise term of two years from issuance. See Note 6, “Stockholders’ Deficit” for information regarding the fair value measurement and issuance of this warrant. The warrant had a $4.0 million fair value and a $3.0 million relative fair value after allocating the August 2019 Naxyris Loan proceeds to the $0.3 million fair value of the embedded mandatory redemption feature contained in the August 2019 Naxyris Loan, and allocating on a residual basis, to the relative fair values of the August 2019 Naxyris Loan and the Naxyris LSA Warrant. The $3.0 million relative fair value of the Naxyris LSA Warrant was recorded as an increase to additional paid in capital and as a debt discount to be amortized to interest expense under the effective interest method over the term of the August 2019 Naxyris Loan. In addition to the $3.0 million relative fair value of the Naxyris LSA Warrant and the $0.3 million fair value of the embedded mandatory redemption feature, the August 2019 Naxyris Loan contained $0.4 million original issue discount, $0.5 million mandatory end of term fee and $0.3 million of issuances costs, all totaling $4.5 million. All such amounts were recorded as a debt discount to be amortized to interest expense over the term of the August 2019 Naxyris Loan. Naxyris LSA Amendment On October 28, 2019, the Company, the Subsidiary Guarantors and Naxyris amended and restated the Naxyris L |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Mezzanine Equity | Mezzanine Equity Mezzanine equity at December 31, 2019 and 2018 is comprised of proceeds from common shares sold on May 10, 2016 to the Bill & Melinda Gates Foundation (the Gates Foundation). On April 8, 2016, the Company entered into a Securities Purchase Agreement with the Gates Foundation, pursuant to which the Company agreed to sell and issue 292,398 shares of its common stock to the Gates Foundation in a private placement at a purchase price per share of $17.10, the average of the daily closing price per share of the Company’s common stock on the Nasdaq Stock Market for the twenty consecutive trading days ending on April 7, 2016, for aggregate proceeds to the Company of approximately $5.0 million (the Gates Foundation Investment). The Securities Purchase Agreement includes customary representations, warranties and covenants of the parties. In connection with the entry into the Securities Purchase Agreement, on April 8, 2016, the Company and the Gates Foundation entered into a Charitable Purposes Letter Agreement, pursuant to which the Company agreed to expend an aggregate amount not less than the amount of the Gates Foundation Investment to develop a yeast strain that produces artemisinic acid and/or amorphadiene at a low cost and to supply such artemisinic acid and amorphadiene to companies qualified to convert artemisinic acid and amorphadiene to artemisinin for inclusion in artemisinin combination therapies used to treat malaria commencing in 2017. The Company is currently conducting the project. If the Company defaults in its obligation to use the proceeds from the Gates Foundation Investment as set forth above or defaults under certain other commitments in the Charitable Purposes Letter Agreement, the Gates Foundation will have the right to request that the Company redeem, or facilitate the purchase by a third party of, the Gates Foundation Investment shares then held by the Gates Foundation at a price per share equal to the greater of (i) the closing price of the Company’s common stock on the trading day prior to the redemption or purchase, as applicable, or (ii) an amount equal to $17.10 plus a compounded annual return of 10%. As of December 31, 2019, the Company's remaining research and development obligation under this arrangement was $0.4 million. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Stockholders’ Deficit Shares Issuable under Convertible Notes and Convertible Preferred Stock In connection with various debt transactions (see Note 4, "Debt"), the Company issued certain convertible notes and preferred shares that are convertible into shares of common stock as follows as of December 31, 2019, at any time at the election of each debtholder: Number of Shares Instrument Is Convertible into as of December 31, 2019 Senior convertible notes due 2022 13,200,000 2014 Rule 144A convertible notes 181,238 Series D preferred stock (8,280 shares outstanding at December 31, 2019) 1,943,661 15,324,899 2014 Rule 144A Convertible Notes Exchanges On May 10, 2019, the Company exchanged $13.5 million aggregate principal amount of the 2014 Rule 144A Convertible Notes held by certain non-affiliated investors, including accrued and unpaid interest thereon, for an aggregate of 3.5 million shares of common stock and warrants to purchase an aggregate of 1.4 million shares of common stock at an exercise price of $5.02 per share, with an exercise term of two years from issuance, in a private exchange. On May 14, 2019, the Company exchanged $5.0 million aggregate principal amount of the 2014 Rule 144A Convertible Notes held by Foris, including accrued and unpaid interest thereon, for 1.1 million shares of common stock and a warrant to purchase up to 0.4 million shares of common stock at an exercise price of $4.56 per share, with an exercise term of two years from issuance, in a private exchange. On August 28, 2019, the Company and Foris agreed to reduce the exercise price of such warrant from $4.56 per share to $3.90 per share. See “August 2019 Foris Warrant Issuance” below for additional information and Note 15, “Subsequent Events” for information regarding the amendment and exercise of the warrants on January 31, 2020. On May 15, 2019, the Company exchanged $10.0 million aggregate principal amount of the 2014 Rule 144A Convertible Notes held by Maxwell (Mauritius) Pte Ltd for 2.5 million shares of common stock in a private exchange. The Company issued 7.1 million shares of common stock with a fair value totaling $30.8 million based on the Company's closing stock price at the date of each exchange upon exchange of the 2014 Rule 144A Convertible Notes described above. The Company also issued warrants (collectively, the May 2019 6.50% Note Exchange warrant) to purchase a total of 1.7 million shares of common stock with a fair value of $3.8 million. The Company concluded the warrants are freestanding instruments that are legally detachable and separately exercisable from the convertible notes and will be classified in equity as the warrants are both indexed to the Company’s own stock and meet the equity classification criteria. As such, the Company will account for the fair value of the warrants within equity and will not subsequently remeasure to fair value at each reporting period, unless new events trigger a requirement for the warrants to be reclassified to an asset or liability. The warrants were measured using the Black-Scholes-Merton option pricing model with the following parameters: stock price $4.27 - $4.54, strike price $4.56 - $5.02, volatility 96%, risk-free interest rate 2.20% - 2.26%, and expected dividend yield 0%. The warrant had a fair value of $5.9 million that was recorded as a loss of debt extinguishment. See Note 4, "Debt" for information about the accounting treatment for this debt exchange and related fair value of the warrant. The exercise price of the warrants issued in the foregoing exchanges is subject to standard adjustments but does not contain any anti-dilution protection, and the warrants only permit “cashless” or “net” exercise after the six August 2013 Financing Convertible Note Conversion into Equity On July 8, 2019, Wolverine exchanged $5.1 million principal and accrued and unpaid interest related to its August 2013 Financing Convertible Note for 1.8 million shares of common stock and a warrant (the July 2019 Wolverine Warrant) to purchase 1.1 million shares of common stock at an exercise price of $2.87 per share, with an exercise term of two years from issuance. The common stock had a fair value of $5.9 million or $3.30 per share and the warrant had a fair value of $1.9 million. The Company concluded the warrant is a freestanding instrument that is legally detachable and separately exercisable from the convertible note and will be classified in equity, as the warrant is both indexed to the Company’s own stock and meets the equity classification criteria. As such, the Company will account for the fair value of the warrant within equity and will not subsequently remeasure to fair value at each reporting period, unless new events trigger a requirement for the warrant to be reclassified to an asset or liability. The fair value of the warrant was measured using the Black-Scholes-Merton option pricing model, with the following parameters: stock price $3.33, strike price $2.87, volatility 94%, risk-free interest rate 1.88%, and expected dividend yield 0%. The resulting $1.9 million fair value was recorded as a loss of debt extinguishment. See Note 4, “Debt” for additional information regarding the loss on debt extinguishment. Pre-Delivery Shares Issued with Senior Convertible Notes Due 2022 In connection with the issuance of the Senior Convertible Notes Due 2022 on November 15, 2019, the Company issued 7.5 million shares of common stock (the Pre-Delivery Shares) to the note holders which are freely tradeable, validly issued, fully paid, nonassessable and free from all preemptive or similar rights or liens, for the note holders to sell, trade or hold, subject to certain limitations, for as long as the Senior Convertible Notes Due 2022 are outstanding. The issuance of these shares resulted in no cash proceeds to the Company. However, the Company may elect or be required to apply some or all of the value of the pre-delivered shares to satisfy periodic principal and interest payments or other repayment events. If the Pre-Delivery Shares are used in satisfaction of a payment(s) due under the Senior Convertible Notes Due 2022, the Company must provide additional shares of common stock to the note holders in order to maintain a 7.5 million share balance on deposit with the holder. The Holder will not (A) loan any Pre-Delivery shares to any third party, (B) prior to February 1, 2020 sell or otherwise transfer or dispose of any Pre-Delivery Shares to any unaffiliated third party and (C) on or after February 1, 2020 sell or otherwise transfer or dispose of any Pre-Delivery Shares to any unaffiliated third party if the amount of such sales, transfers or dispositions on any day would exceed 10% of the composite trading volume (as reported on Bloomberg) of the Common Stock on such day. Within ten business days following redemption or repayment of in full the Senior Convertible Notes Due 2022 and the satisfaction or discharge by the Company of all outstanding Company obligations hereunder, the Holder shall deliver 7.5 million shares of the Company’s common stock to the Company. The Company concluded the Pre-Delivery Shares provision is a freestanding instrument that is legally detachable and separately exercisable from the Senior Convertible Notes Due 2022 and will be classified in equity as the common shares issued is both indexed to the Company’s own stock and meet the equity classification criteria. As such, the Company will account for the fair value of the Pre-Delivery Shares within equity and will not subsequently remeasure to fair value at each reporting period, unless new events trigger a requirement for the shares to be reclassified to an asset or liability. The Company measured the issue date fair value of the Pre-Delivery Shares under an expected borrowing cost approach using a 9.75% annual borrowing rate over an 18-month estimated repayment term for the Senior Convertible Notes Due 2022. The resulting $4.2 million fair value was recorded in equity as additional paid in capital with an offset to the fair value of the Senior Convertible Notes Due 2022. See Note 3, “Fair Value Measurements” for further information regarding the fair value measurement and accounting for this freestanding instrument. Series B Preferred Stock Beneficial Ownership Limitation On October 24, 2019, the Company filed a certificate of amendment (the Certificate of Amendment) to the Certificate of Designation (the Certificate of Designation) relating to the Company’s Series B 17.38% Convertible Preferred Stock, par value $0.0001 per share (the Series B Preferred Stock), with the Secretary of State of Delaware. The Company had originally filed the Certificate of Designation on May 8, 2017, pursuant to which the conversion of the Series B Preferred Stock was subject to a beneficial ownership limitation of 4.99%, or such other percentage as determined by the holder, not to exceed 9.99% of the number of shares of the Company’s common stock outstanding after giving effect to such conversion (the Beneficial Ownership Limitation). In addition, pursuant to the Certificate of Designation, each share of Series B Preferred Stock automatically converted on October 9, 2017, subject to the Beneficial Ownership Limitation. Pursuant to the Certificate of Amendment, the Beneficial Ownership Limitation was eliminated, permitting the conversion of any outstanding shares of Series B Preferred Stock, the conversion of which was previously prevented by the Beneficial Ownership Limitation. As such, on October 24, 2019, the remaining 6,376.28 shares of Series B Preferred Stock, which were all held by Foris, automatically converted into 1.0 million shares of the Company’s common stock. April 2019 Private Placements On April 16, 2019, the Company sold and issued to Foris 6.7 million shares of common stock at a price of $2.87 per share, for aggregate proceeds to the Company of $20.0 million (the Foris Investment), as well as a warrant (the April 2019 Foris Warrant) to purchase up to 5.4 million shares of common stock at an exercise price of $2.87 per share, with an exercise term of two years from issuance, in a private placement, for aggregate cash proceeds to the Company of $20.0 million. The Company evaluated the warrants for derivative liability treatment and concluded that the instruments met the indexation criteria to be accounted for in equity. On April 26, 2019, the Company sold and issued (i) 2.8 million shares of common stock at a price of $5.12 per share, as well as a warrant (the April 2019 PIPE Warrants) to purchase up to 4.0 million shares of common stock at an exercise price of $5.12 per share, with an exercise term of two years from issuance, to Foris and (ii) an aggregate of 2.0 million shares of common stock at a price of $4.02 per share, as well as warrants (the April 2019 PIPE Warrants) to purchase up to an aggregate of 1.6 million shares of common stock at an exercise price of $5.02 per share, with an exercise term of two years from issuance, to certain other non-affiliated investors, in each case in private, for aggregate cash proceeds to the Company of $15.0 million from Foris and $8.2 million from non-affiliated investors, for a total of $23.2 million. The Company evaluated the warrants for derivative liability treatment and concluded that the instruments met the indexation criteria to be accounted for in equity. On April 29, 2019, the Company sold and issued (i) 0.9 million shares of common stock at a price of $4.76 per share, as well as warrants (the April 2019 PIPE Warrants) to purchase up to an aggregate of 1.2 million shares of common stock at an exercise price of $4.76 per share, with an exercise term of two years from issuance, to affiliates of Vivo Capital LLC (Vivo), an entity affiliated with director Frank Kung and which owns greater than five percent of our outstanding common stock and has the right to designate one member of the Company’s Board of Directors) and (ii) an aggregate of 0.3 million shares of common stock at a price of $4.02 per share, as well as warrants (the April 2019 PIPE Warrants) to purchase up to an aggregate of 0.3 million shares of common stock at an exercise price of $5.02 per share, with an exercise term of two years from issuance, to certain other non-affiliated investors, in each case in private placements, for aggregate cash proceeds to the Company of $4.5 million from Vivo and $1.3 million from non-affiliated investors, for a total of $5.8 million. The Company evaluated the warrants for derivative liability treatment and concluded that the instruments met the indexation criteria to be accounted for in equity. On May 3, 2019, the Company sold and issued 1.2 million shares of common stock at a price of $4.02 per share, as well as a warrant (the April 2019 PIPE Warrants) to purchase up to 1.0 million shares of common stock at an exercise price of $5.02 per share, with an exercise term of two years from issuance, to a non-affiliated investor in a private placement, for aggregate cash proceeds to the Company of $5.0 million. The Company evaluated the warrants for derivative liability treatment and concluded that the instruments met the indexation criteria to be accounted for in equity. The exercise price of the warrants issued in the foregoing private placements is subject to standard adjustments but does not contain any anti-dilution protection, and the warrants only permit “cashless” or “net” exercise after the six anniversary of issuance of the applicable warrant, and only to the extent that there is not an effective registration statement covering the resale of the shares of common stock underlying the applicable warrant. In addition, in connection with the foregoing private placements, the Company agreed not to effect any exercise or conversion of any Company security, and the investors agreed not to exercise or convert any portion of any Company security, to the extent that after giving effect to such exercise or conversion, the applicable investor, together with its affiliates, would beneficially own in excess of 19.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise or conversion, and the warrant contained a similar limitation. The Company obtained stockholder approval for Foris to exceed such limitation in accordance with Nasdaq rules and regulations at its annual meeting of stockholders on November 19, 2019. See Note 15, “Subsequent Events” for information regarding the amendment and exercise of certain April 2019 PIPE Warrants on January 31, 2020. November 2018 DSM Securities Purchase Agreement – Related Party On November 20, 2018, the Company issued 1,643,991 shares of common stock (the DSM Shares) at $3.68 per share to DSM in a private placement pursuant to a securities purchase agreement, dated November 19, 2018, between the Company and DSM (the DSM SPA), in consideration of certain agreements of DSM set forth in the Supply Agreement Amendment described in Note 9, "Revenue Recognition". The Company also agreed to pay DSM the difference between the DSM SPA purchase price of $4.41 and the closing share price of the Company's common stock on March 28, 2019, multiplied by 1,643,991 million. At inception, the Company recorded a $1.2 million derivative liability for the difference between $4.41 and the Company’s closing stock price on November 20, 2018. At December 31, 2018 fair value based on the Company’s closing stock price was $1.8 million, resulting in a $0.6 million loss from change in fair value of derivative instruments for the year ended December 31, 2018. At March 28, 2019, the Company's stock price was $2.10, and the Company owed DSM $3.8 million in connection with this agreement. Pursuant to the DSM SPA, the Company agreed to file a registration statement providing for the resale by DSM of the DSM Shares and to use commercially reasonable efforts to (i) cause such registration statement to become effective within 181 days following the date of the DSM SPA and (ii) keep such registration statement effective until DSM does not own any DSM Shares or the DSM Shares are eligible for resale under Rule 144 without regard to volume limitations. See Note 10, "Related Party Transactions" for additional information about the accounting for this transaction and other November 2018 transactions with DSM. In April 2019, in connection with the assignment by the Company of its rights under the Value Sharing Agreement (see Note 9, "Revenue Recognition"), the Company satisfied its obligation under the Supply Agreement Amendment relating to the difference between $4.41 and the price of the Company’s common stock on March 28, 2019. Warrants The Company issues warrants in certain debt and equity transactions in order to facilitate raising equity capital or reduce borrowing costs. In connection with various debt and equity transactions (see Note 4, "Debt" and below), the Company has issued warrants exercisable for shares of common stock. The following table summarizes warrant activity for the year ended December 31, 2019: Transaction Year Issued Expiration Date Number Outstanding as of December 31, 2018 Additional Warrants Issued Exercises Expiration Exercise Price per Share of Warrants Exercised Number Outstanding as of December 31, 2019 Exercise Price per Share as of December 31, 2019 Foris LSA warrants 2019 August 14, 2021 — 3,438,829 — — $ — 3,438,829 $2.87 November 2019 Foris warrant 2019 November 27, 2021 — 1,000,000 — — $ — 1,000,000 $3.87 August 2019 Foris warrant 2019 August 28, 2021 — 4,871,795 — — $ — 4,871,795 $3.90 April 2019 PIPE warrants 2019 April 6, 2021, April 29, 2021 and May 3, 2021 — 8,084,770 — — $ — 8,084,770 $3.90/$4.76/$5.02 April 2019 Foris warrant 2019 April 16, 2021 — 5,424,804 — — $ — 5,424,804 $2.87 September and November 2019 Investor Credit Agreement warrants 2019 September 10, 2021 and November 14, 2021 — 5,233,551 — — $ — 5,233,551 $3.87/$3.90 Naxyris LSA warrants 2019 October 28, 2021 — 2,000,000 — — $ — 2,000,000 $2.87 October 2019 Naxyris warrant 2019 October 28, 2021 — 2,000,000 — — $ — 2,000,000 $3.87 May-June 2019 6% Note Exchange warrants 2019 May 15, 2021 and June 24, 2021 — 2,181,818 — — $ — 2,181,818 $2.87/$5.12 May 2019 6.50% Note Exchange warrants 2019 May 10, 2021 and May 14, 2021 — 1,744,241 — — $ — 1,744,241 $3.90/$5.02 July 2019 Wolverine warrant 2019 July 8, 2021 — 1,080,000 — — $ — 1,080,000 $2.87 August 2018 warrant exercise agreements 2018 May 17, 2020 and May 20, 2020 12,097,164 — — — $ — 12,097,164 $2.87/$7.52 April 2018 warrant exercise agreements 2018 July 12, 2019 3,616,174 — — (3,616,174) $ — — $ — May 2017 cash warrants 2017 July 10, 2022 6,244,820 — (166,664) — $ 2.87000 6,078,156 $2.87 August 2017 cash warrants 2017 August 7, 2022 3,968,116 — — — $ 0.00015 3,968,116 $2.87 May 2017 dilution warrants 2017 July 10, 2022 47,978 4,795,924 (1,758,009) — $ 0.00015 3,085,893 $0.0015 August 2017 dilution warrants 2017 May 23, 2023 — 3,028,983 — — $ — 3,028,983 $0.0001 February 2016 related party private placement 2016 February 12, 2021 171,429 — — — $ — 171,429 $0.15 July 2015 related party debt exchange 2015 July 29, 2020 and July 29, 2025 133,334 — — — $ — 133,334 $0.15 July 2015 private placement 2015 July 29, 2020 81,197 — (8,547) — $ 0.15000 72,650 $0.15 July 2015 related party debt exchange 2015 July 29, 2020 58,690 — — — $ — 58,690 $0.15 July 2015 related party debt exchange 2015 July 29, 2020 471,204 245,558 (716,762) — $ 0.15000 — $ — Other 2011 December 23, 2021 1,406 — — — $ — 1,406 $160.05 26,891,512 45,130,273 (2,649,982) (3,616,174) $ 0.22166 65,755,629 For information regarding warrants issued or exercised subsequent to December 31, 2019, see Note 15, “Subsequent Events”. Due to certain down-round adjustments to other equity-related instruments during the year ended December 31, 2019, approximately 8.1 million shares became available under the May 2017 and August 2017 dilution warrants and the Temasek Funding Warrant (July 2015 related party debt exchange warrant in the table above). Approximately 2.6 million shares were exercised under the May 2017 cash and dilution warrants and the Temasek Funding Warrant during the year ended December 31, 2019 and resulted in zero proceeds to the Company. Also, a portion of the warrant exercises occurring during 2019 was net share settled, and as a result only 2.5 million shares were legally issued upon exercise of warrants during the year ended December 31, 2019. Warrant Issuances, Exercises and Modifications in the Year Ended December 31, 2019 July 2019 Foris Credit Agreement Warrant Modification In connection with the entry into the July Foris Credit Agreement on July 10, 2019 (see Note 4, “Debt”), the Company and Foris amended a warrant to purchase up to 4.9 million shares of common stock issued to Foris on August 17, 2018 to reduce the exercise price of such warrant from $7.52 per share to $2.87 per share. The warrant modification was measured on a before and after modification basis using the Black-Scholes-Merton option pricing model with the following parameters: stock price $3.21, strike price $2.87, volatility 124%, risk-free interest rate 1.82%, term 0.9 years, and expected dividend yield 0%. The warrant had an incremental fair value of $4.0 million, which was accounted for as an increase to additional paid in capital and a debt discount to the $16 million July Foris Notes. See Note 4, “Debt” for additional information regarding the debt discount recorded in connection with the modification of the warrant. 6% Convertible Note Exchange Warrants and Modification In connection with the May 15, 2019 and June 24, 2019 6% Convertible Note Exchanges (see Note 4, “Debt”), the Company issued warrants (the May-June 2019 6% Note Exchange Warrants) to purchase up to 2.0 million and 0.2 million shares of common stock, respectively, at an exercise price of $5.12 per share, with an exercise term of two years from issuance. The exercise price of the warrant is subject to standard adjustments but does not contain any anti-dilution protection, and the warrant only permit “cashless” or “net” exercise after the six-month anniversary of issuance, and only to the extent that there is not an effective registration statement covering the resale of the shares of common stock underlying the warrant. The holders may not exercise the warrants, and the Company may not affect any exercise of the warrants, to the extent that, after giving effect to such exercise, the applicable holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of common stock outstanding after giving effect to such exercise. The Company concluded the warrants are freestanding instruments that are legally detachable and separately exercisable from the convertible notes and should be classified in equity as the warrants are both indexed to the Company’s own stock and meet the equity classification criteria. As such, the Company will account for the fair value of the warrants within equity and will not subsequently remeasure to fair value at each reporting period, unless new events trigger a requirement for the warrants to be reclassified to an asset or liability. The fair value of the warrants totaled $4.4 million and were measured using the Black-Scholes-Merton option pricing model with the following parameters: 94% - 96% volatility, 1.72% - 2.16% risk-free interest rate, $3.55 - $4.39 issuance-date stock price, term 2.0 years, and 0% expected dividend yield. The Company concluded that the $4.4 million fair value of the equity-classified May 15, 2019 and June 24, 2019 warrants should be recorded as an increase to additional paid in capital and a charge to interest expense in the statement of operations at the date of issuance. See Note 4, “Debt” for additional information regarding the accounting for the fair value of these warrants. Further, on July 24, 2019, Company exchanged the May 15, 2019 warrant to purchase up to 2.0 million shares of common stock, for a new warrant to purchase up to 2.0 million shares of common stock at an exercise price of $2.87 per share, with an exercise term of two years from May 15, 2019. The exchange warrant has substantially identical terms as the original warrant issued on May 15, 2019, except that the exercise price was reduced from $5.12 to $2.87 per share. The warrant modification was measured on a before and after modification basis using the Black-Scholes-Merton option pricing model with the following parameters: strike price $2.87, volatility 93%, risk-free interest rate 1.86%, term 1.8 years, and expected dividend yield 0%; and resulted in $0.9 million of incremental fair value. The Company concluded that the increase in the fair value of the exchange warrant should be recorded as an increase to additional paid in capital and a charge to interest expense in the statement of operations at the date of modification. See Note 4, “Debt” for additional information regarding the charge to interest expense in connection with the fair value of this warrant. Foris LSA Warrant Issuances In connection with the entry into the LSA Amendment and Waiver (see Note 4, “Debt”), on August 14, 2019 the Company issued to Foris a warrant (the Foris LSA Warrant) to purchase up to 1.4 million shares of Common Stock at an exercise price of $2.87 per share, with an exercise term of two years from issuance. The exercise price of the warrant is subject to standard adjustments but does not contain any anti-dilution protection, and the warrant only permit “cashless” or “net” exercise after the six The Company concluded the warrant is a freestanding instrument that is legally detachable and separately exercisable from the LSA Amendment and Waiver and will be classified in equity as the warrant is both indexed to the Company’s own stock and meet the equity classification criteria. As such, the Company will account for the fair value of the warrant within equity and will not subsequently remeasure to fair value at each reporting period, unless new events trigger a requirement for the warrants to be reclassified to an asset or liability. The warrant was measured using the Black-Scholes-Merton option pricing model with the following parameters: stock price $3.59, strike price $2.87, volatility 94%, risk-free interest rate 1.58%, term 2.0 years, and expected dividend yield 0%. The warrant had a fair value of $2.9 million which was recorded as an increase to additional paid in capital and as a debt discount to be amortized to interest expense under the effective interest method over the remaining term of the LSA. See Note 4, “Debt” for further information regarding the accounting treatment for the fair value of this warrant. In connection with October 2019 LSA Amendment (see Note 4, “Debt”), on October 10, 2019, the Company issued a warrant (the October 2019 Foris LSA Warrant) to purchase 2.0 million shares of common stock, at an exercise price of $2.87 per share, with an exercise term of two years from issuance. Also, in connection with additional borrowings under the October 28, 2019 A&R LSA, on November 27, 2019, the Company issued a warrant (the November 2019 Foris Warrant) to purchase 1.0 million shares of common stock, at an exercise price of $3.87 per share, with an exercise term of two years from issuance. The exercise price of the warrants are subject to standard adjustments but do not contain any anti-dilution protection, and the warrants only permit “cashless” or “net” exercise after the six The Company concluded the warrants are freestanding instruments that are legally detachable and separately exercisable from the October 2019 LSA Amendment and A&R LSA and will be classified in equity as the warrants are both indexed to the Company’s own stock and meet the equity classification criteria. As such, the Company will account for the fair value of the warrants within equity and will not subsequently remeasure to fair value at each reporting period, unless new events trigger a requirement for the warrants to be reclassified to an asset or liability. The warrants were measured using the Black-Scholes-Merton option pricing model with the following parameters: stock price $3.65 and $4.00, strike price $2.87 and $3.87, volatility 94%, risk-free interest rate 1.63% and expected dividend yield 0%. The October 2019 Foris LSA Warrant had a fair value of $4.1 million and was recorded as an increase to additional paid in capital and as a loss on debt extinguishment as a non-cash fee paid to the lender. The November 2019 Foris Warrant had a fair value of $2.1 million and was recorded as an increase to additional paid in capital and additional debt discount to be amortized over the remaining term of the A&R LSA. See Note 4, “Debt” for further information regarding the accounting treatment for the fair value of each warrant. See Note 15, “Subsequent Events” for information regarding the amendment and exercise of the October 2019 Foris LSA Warrant on January 31, 2020. Naxyris LSA Warrant Issuances In connection with the entry into the Naxyris Loan Agreement (see Note 4, “Debt”), on August 14, 2019 the Company issued to Naxyris a warrant (the Naxyris LSA Warrant) to purchase up to 2.0 million shares of the Company’s common stock at an exercise price of $2.87 per share, with an exercise term of two years from issuance. The exercise price of the warrant is subject to standard adjustments and permits “cashless” or “net” exercise any time after issuance. The Company concluded the warrant is a freestanding instrument that is legally detachable and separately exercisable from the Naxyris Loan Facility and will be classified in equity as the warrant is both indexed to the Company’s own stock and meet the equity classification criteria. As such, the Company will account for the fair value of the warrant within equity and will not subsequently remeasure to fair value at each reporting period, unless new events trigger a requirement for the warrants to be reclassified to an asset or liability. The warrant was measured using the Black-Scholes-Merton option pricing model with the following parameters: stock price $3.59, strike price $2.87, volatility 94%, risk-free interest rate 1.58%, term 2.0 years, and expected dividend yield 0%. The warrant had a $4.0 million fair value and a $3.0 million relative fair value after allocating the Naxyris Loan Facility proceeds to the fair value of an embedded mandatory redemption feature contained in the Naxyris Loan Facility. The $3.0 million relative fair value of the Naxyris LSA Warrant was recorded as an increase to additional paid in capital and a debt discount to be amortized to interest expense under the effective interest method over the remaining term of the LSA. See Note 4, “Debt” for further information regarding the accounting treatment for the relative fair value of this warrant. Also, in connection with the entry into the A&R Naxyris LSA, on October 28, 2019 the Company issued to Naxyris a warrant (the October 2019 Naxyris Warrant) to purchase up to 2.0 million shares of common stock, at an exercise price of $3.87 per share, with an exercise term of two years from issuance. The exercise price of the warrant is subject to standard adjustments and permits “cashless” or “net” exercise any time after issuance. The Company concluded the warrant is a freestanding instrument that is legally detachable and separately exercisable from the Naxyris Loan Facility and will be classified in equity as the warrant is both indexed to the Company’s own stock and meet the equity classification criteria. As such, the Company will account for the fair value of the warrant within equity and will not subsequently remeasure to fair value at each reporting period, unless new events trigger a requirement for the warrants to be reclassified to an asset or liability. The warrant was measured using the Black-Scholes-Merton option pricing model with the following parameters: stock price $3.69, strike price $3.87, volatility 94%, risk-free interest rate 1.64%, term 2.0 years, and expected dividend yield 0%. The warrant had a $3.6 million fair value and a $2.8 million relative fair value after allocating the October 2019 Naxyris Loan proceeds to the fair value of the embedded mandatory redemption feature contained in the October 2019 Naxyris Loan. The $2.8 million relative fair value of the October 2019 Naxyris Warrant was recorded as an increase to additional paid in capital and as a loss on debt extinguishment as a non-cash fee paid to the lender. See Note 4, “Debt” for further information regarding the accounting treatment for the relative fair value of this |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders 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, convertible preferred stock, convertible promissory notes and common stock warrants, using the treasury stock method or the as converted method, as applicable. For the year ended December 31, 2018, 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 those years. The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common stock and participating securities based on their respective rights if the participating security contractually participates in losses. The Company’s convertible preferred stock are participating securities as they contractually entitle the holders of such shares to participate in dividends and contractually require the holders of such shares to participate in the Company’s losses. The following table presents the calculation of basic and diluted net loss per share of common stock attributable to Amyris, Inc. com mon stockholders: Years Ended December 31, 2019 2018 Numerator: Net loss attributable to Amyris, Inc. $ (242,767) $ (230,235) Less deemed dividend to preferred shareholder on issuance and modification of common stock warrants (34,964) — Less deemed dividend related to proceeds discount upon conversion of Series D preferred stock — (6,852) Add: losses allocated to participating securities 7,380 13,991 Net loss attributable to Amyris, Inc. common stockholders, basic (270,351) (223,096) Adjustment to losses allocated to participating securities 137 — Gain from change in fair value of derivative instruments (4,963) — Net loss attributable to Amyris, Inc. common stockholders, diluted $ (275,177) $ (223,096) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic 101,370,632 60,405,910 Basic loss per share $ (2.67) $ (3.69) Weighted-average shares of common stock outstanding 101,370,632 60,405,910 Effect of dilutive common stock warrants (74,057) — Weighted-average common stock equivalents used in computing net income (loss) per share of common stock, diluted 101,296,575 60,405,910 Diluted loss per share $ (2.72) $ (3.69) 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, 2019 2018 Period-end common stock warrants 59,204,650 25,986,370 Convertible promissory notes (1) 13,381,238 13,703,162 Period-end stock options to purchase common stock 5,620,419 5,392,269 Period-end restricted stock units 5,782,651 5,294,848 Period-end preferred shares on an as-converted basis 1,943,661 2,955,732 Total potentially dilutive securities excluded from computation of diluted net loss per share 85,932,619 53,332,381 ______________ (1) The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect at the respective year-end. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price under certain circumstances, which could potentially increase the dilutive shares outstanding. Another portion of the convertible promissory notes issued carries a provision for an increase in the conversion rate under certain circumstances, which could also potentially increase the dilutive shares outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Guarantor Arrangements The Company has agreements whereby it indemnifies its executive officers and directors for certain events or occurrences while the executive officer or director is serving in his or her official capacity. The indemnification period remains enforceable for the executive 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, 2019 and 2018. The Foris LSA debt facility (see Note 4, "Debt") is collateralized by first-priority liens on substantially all of the Company's assets, including Company intellectual property, other than certain Company intellectual property licensed to DSM and the Company's shares of Aprinnova. Certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the Foris LSA. The obligations of the Company under the Naxyris note (see Note 4, "Debt") are (i) guaranteed by the Subsidiary Guarantors and (ii) secured by a perfected security interest in substantially all of the assets of the Company and the Subsidiary Guarantors (the Collateral), junior in payment priority to Foris subject to certain limitations and exceptions, as well as the terms of the Intercreditor Agreement. The Nikko debt instruments are collateralized as follows: • Nikko $3.9 million note: first-priority lien on 10.0% of the Aprinnova JV interests owned by the Company • Nikko $5.0 million note: first-priority lien on 12.8% of shares of Aprinnova • Nikko $4.5 million note: first-priority lien on 27.2% of shares of Aprinnova The promissory notes issued under the 2019 DSM Credit Agreement (see Note 4, "Debt") are secured by a first-priority lien on certain Company intellectual property licensed to DSM. The obligations of the Company under the Investor Notes and the Schottenfeld CSA (see Note 4, "Debt" and Note 15, “Subsequent Events”) are secured by a perfected security interest in substantially all of the assets of the Company and the Subsidiary Guarantors, junior in payment priority to Foris and Naxyris subject to the Subordination Agreement among Foris, Naxyris and the Investors. 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 judgement. 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. On April 3, 2019, a securities class action complaint was filed against Amyris and our CEO, John G. Melo, and former CFO (and current Chief Business Officer), Kathleen Valiasek, in the U.S. District Court for the Northern District of California. The complaint seeks unspecified damages on behalf of a purported class that would comprise all persons and entities that purchased or otherwise acquired our securities between March 15, 2018 and March 19, 2019. The complaint, which was amended by the lead plaintiff on September 13, 2019, alleges securities law violations based on statements and omissions made by the Company during such period. On October 25, 2019, the defendants filed a motion to dismiss the securities class action complaint. The hearing on such motion to dismiss was held on February 18, 2020 and we are awaiting a ruling from the Court. Subsequent to the filing of the securities class action complaint described above, on June 21, 2019 and October 1, 2019, respectively, two separate purported shareholder derivative complaints were filed in the U.S. District Court for the Northern District of California (Bonner v. Doerr, et al., and Carlson v. Doerr, et al.) based on similar allegations to those made in the securities class action complaint described above and named the Company and certain of the Company’s current and former officers and directors as defendants. The derivative lawsuits sought to recover, on the Company’s behalf, unspecified damages purportedly sustained by the Company in connection with allegedly misleading statements and omissions made in connection with the Company’s securities filings. The derivative lawsuits were dismissed on October 18, 2019 (Bonner) and December 10, 2019 (Carlson), without prejudice. We believe the securities class action complaint lacks merit, and intend to continue to defend ourselves vigorously. Given the early stage of these proceedings, it is not yet possible to reliably determine any potential liability that could result from these matters. 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. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue The following tables present revenue by primary geographical market, based on the location of the customer, as well as by major product and service: 2019 2018 Years Ended December 31, Renewable Products Licenses and Royalties Grants and Collaborations TOTAL Renewable Products Licenses and Royalties Grants and Collaborations TOTAL Europe $ 10,092 $ 54,043 $ 6,674 $ 70,809 $ 7,576 $ 7,658 $ 14,172 $ 29,406 United States 34,295 — 24,376 58,671 16,292 — 9,948 26,240 Asia 11,503 — 7,477 18,980 8,664 — (2,333) 6,331 Brazil 3,612 — 115 3,727 381 — 561 942 Other 370 — — 370 685 — — 685 $ 59,872 $ 54,043 $ 38,642 $ 152,557 $ 33,598 $ 7,658 $ 22,348 $ 63,604 Significant Revenue Agreements For the years ended December 31, 2019 and 2018 , the Company recognized revenue in connection with significant revenue agreements and from all other customers as follows: 2019 2018 Years Ended December 31, Renewable Products Licenses and Royalties Grants and Collaborations TOTAL Renewable Products Licenses and Royalties Grants and Collaborations TOTAL Revenue from significant revenue agreements with: DSM (related party) $ 10 $ 49,051 $ 4,120 $ 53,181 $ 18 $ 5,958 $ 4,735 $ 10,711 Firmenich 8,591 4,992 1,413 14,996 3,727 1,700 5,717 11,144 Lavvan — — 18,342 18,342 — — — — Givaudan 7,477 — 1,500 8,977 4,078 — 4,358 8,436 DARPA — — 5,504 5,504 — — 8,436 8,436 Subtotal revenue from significant revenue agreements 16,078 54,043 30,879 101,000 7,823 7,658 23,246 38,727 Revenue from all other customers 43,794 — 7,763 51,557 25,775 — (898) 24,877 Total revenue from all customers $ 59,872 $ 54,043 $ 38,642 $ 152,557 $ 33,598 $ 7,658 $ 22,348 $ 63,604 Cannabinoid Agreement On May 2, 2019, the Company consummated a research, collaboration and license agreement (the Cannabinoid Agreement) with LAVVAN, Inc., a newly formed investment-backed company (Lavvan), for up to $300 million to develop, manufacture and commercialize cannabinoids, subject to certain closing conditions. Under the agreement, the Company would perform research and development activities and Lavvan would be responsible for the manufacturing and commercialization of the cannabinoids developed under the agreement. The Cannabinoid Agreement is being principally funded on a milestone basis, with the Company also entitled to receive certain supplementary research and development funding from Lavvan. The Company could receive aggregate funding of up to $300 million over the term of the Cannabinoid Agreement if all of the milestones are achieved. Additionally, the Cannabinoid Agreement provides for profit share to the Company on Lavvan's gross profit margin once products are commercialized; these payments will be due for the next 20 years. On May 2, 2019, the parties consummated the transactions contemplated by the Cannabinoid Agreement, including the formation of a special purpose entity to hold certain intellectual property created during the collaboration (the Cannabinoid Collaboration IP), the licensing of certain Company intellectual property to Lavvan, the licensing of the Cannabinoid Collaboration IP to the Company and Lavvan, and the granting by the Company to Lavvan of a lien on the Company background intellectual property being licensed to Lavvan under the Cannabinoid Agreement, which lien would be subordinated to the lien on such intellectual property under the Foris LSA (see Note 4, “Debt”). The Cannabinoid Agreement is accounted for as a revenue contract under ASC 606, with the total transaction price estimated and updated on a quarterly basis, subject to the variable consideration constraint guidance in ASC 606 using the most likely outcome method to estimate the variable consideration associated with the identified performance obligations. The Company concluded the agreement contained a single performance obligation of research and development services provided continuously over time. The Company estimated the total unconstrained transaction price to be $145 million, based on a high probability of achieving certain underlying milestones. As of December 31, 2019, the Company has constrained $181.0 million of variable consideration related to milestones that have not met the criteria under ASC 606 necessary to be included in the transaction price. The Company concluded that the performance obligation is delivered over time and that revenue recognition is based on an input measure of progress of hours incurred compared to total estimated hours to be incurred (i.e., proportional performance). Estima tes of variable consideration are updated quarterly, with cumulative adjustments to revenue recorded as necessary. The Company recognized $18.3 million of collaboration revenue under the Cannabinoid Agreement for the year ended December 31, 2019 based on proportional performance delivered to date. At December 31, 2019, $8.3 million of the collaboration revenues recognized in the year ended December 31, 2019 were recorded as a contract asset. See the "Contract Assets and Liabilities" section below for further information regarding this contract asset. Firmenich Agreements In July 2017, the Company and Firmenich entered into the Firmenich Collaboration Agreement Agreement (for the development and commercialization of multiple renewable flavors and fragrances molecules), pursuant to which the parties agreed to exclude certain molecules from the scope of the agreement and to amend certain terms connected with the supply and use of such molecules when commercially produced. In addition, the parties agreed to (i) fix at a 70/30 basis (70% for Firmenich) the ratio at which the parties will share profit margins from sales of two molecules; (ii) set at a 70/30 basis (70% for Firmenich) the ratio at which the parties will share profit margins from sales of a distinct form of compound until Firmenich receives $15.0 million more than the Company in the aggregate from such sales, after which time the parties will share the profit margins 50/50 and (iii) a maximum Company cost of a compound where a specified purchase volume is satisfied, and alternative production and margin share arrangements in the event such Company cost cap is not achieved. In August 2018, the Company and Firmenich entered into the Firmenich Amended and Restated Supply Agreement, which incorporates all previous amendments and new changes and supersedes the September 2014 supply agreement. With this Amended and Restated Supply Agreement, the parties agreed on the molecules to be supplied under the agreement and the commercial specifications of these products, and made some adjustments to the pricing of the molecules. Pursuant to the Firmenich Collaboration Agreement, the Company agreed to pay a one-time success bonus to Firmenich of up to $2.5 million if certain commercialization targets are met. Such targets have not yet been met as of December 31, 2019. The one-time success bonus will expire upon termination of the Firmenich Collaboration Agreement, which has an initial term of 10 years and will automatically renew at the end of such term (and at the end of any extension) for an additional 3-year term unless otherwise terminated. At December 31, 2019, the Company had a $0.7 million liability associated with this one-time success bonus that has been recorded as a reduction to the associated collaboration revenue. Givaudan Agreements In September 2018, Amyris and Givaudan, entered into a Collaboration Agreement for the development and commercializati on of molecules for use and sale in the cosmetics and flavors markets (collectively the “Collaboration Markets”). Under Collaboration Agreement, the parties will collaborate to develop, produce and commercialize. Under the agreement, the Company granted Givaudan exclusive access to specified intellectual property for the development and commercialization of such molecules in the Collaboration Markets in exchange for research and development funding. Funding, including payment terms, will be based on milestones and milestone-based payments, to be mutually agreed upon by the parties on a project by project basis. The Company is currently working on development and commercialization of two significant molecules. The Company also manufactures and supplies a certain compound that was developed by the Company under a prior (expired) collaboration agreement with Givaudan. The supply agreement was entered into in September 2018 and has a five one Following the research and development phase of a project, if Givaudan elects to proceed with commercialization, a supply agreement will be negotiated for each compound. The significant terms for each supply agreement are set forth in the Collaboration Agreement including the price at which the molecules are to be supplied. The price for each compound will be negotiated and agreed upon by both parties at a future time. Under the Collaboration Agreement, following commercial development of the agreed upon compound, the Company will manufacture the compound and Givaudan will perform any required downstream polishing, distribution, sales and marketing. The collaboration work and supply of the molecules is exclusively limited to the Cosmetics Actives Market and the Flavors Market. DSM July and September 2017 Collaboration and Licensing Agreements In July and September 2017, the Company entered into three separate collaboration agreements with DSM (DSM Collaboration Agreements) to jointly develop three new molecules in the Health & Wellness (DSM Ingredients) market using the Company’s technology, which the Company would produce and DSM would commercialize. Pursuant to the DSM Collaboration Agreements, DSM will, subject to certain conditions, provide funding for the development of the DSM Ingredients and, upon commercialization, the parties would enter into supply agreements whereby DSM would purchase the applicable DSM Ingredients from the Company at prices agreed by the parties. The development services will be directed by a joint steering committee with equal representation by DSM and the Company. In addition, the parties will share profit margin from DSM’s sales of products that incorporate the DSM Ingredients subject to the DSM Collaboration Agreements. In connection with the entry into the DSM Collaboration Agreements, the Company and DSM also entered into certain license arrangements (DSM License Agreements) providing DSM with certain rights to use the technology underlying the development of the DSM Ingredients to produce and sell products incorporating the DSM Ingredients. Under the DSM License Agreements, DSM paid the Company $9.0 million for a worldwide, exclusive, perpetual, royalty-free license to produce and sell products incorporating one of the DSM Ingredients in the Health & Wellness field. December 2017 DSM Agreements In December 2017, the Company entered into a series of agreements with DSM (December 2017 DSM Agreements) which are described below. The December 2017 DSM Agreements were evaluated as a combined transaction for accounting purposes in conjunction with the sales of the Brotas 1 facility discussed more fully in Note 10, "Related Party Transactions" and Note 12, "Divestiture". DSM November 2017 Intellectual Property License Agreement In November 2017, in connection with the Company's divestiture of its Brotas, Brazil production facility (see Note 12, "Divestiture"), the Company and DSM entered into a license agreement covering certain intellectual property of the Company useful in the performance of certain commercial supply agreements assigned by the Company to DSM relating to products currently manufactured at the Brotas facility (DSM November 2017 Intellectual Property License Agreement). In December 2017, DSM paid the Company an upfront license fee of $27.5 million. In accounting for the Divestiture with DSM, a multiple-element arrangement, the license of intellectual property to DSM was identified as revenue deliverable with standalone value and qualified as a separate unit of accounting. The Company performed an analysis to determine the fair value for of the license, and allocated the non-contingent consideration based on the relative fair value. The Company determined that the license had been fully delivered, and, as such, license revenue of $54.6 million was recognized for the period ended December 31. 2017. On November 19, 2018, the Company and DSM entered into a letter agreement (November 2018 DSM Letter Agreement), pursuant to which the Company agreed (i) to cause the removal of certain existing liens on intellectual property owned by the Company and licensed to DSM and (ii) if such liens were not removed prior to December 15, 2018, to issue to DSM shares of the Company’s common stock with a value equal to $5.0 million. On December 14, 2018, the Company entered into an amendment to the GACP Term Loan Facility to remove such lien, and the November 2018 DSM Letter Agreement was thereby terminated. DSM Value Sharing Agreement In December 2017, in conjunction with the Company's divestiture of its Brotas, Brazil production facility (see Note 12, "Divestiture" and Note 10, "Related Party Transactions"), the Company and DSM entered into a value sharing agreement (Value Sharing Agreement), pursuant to which DSM agreed to make certain royalty payments to the Company representing a portion of the profit on the sale of products produced using farnesene purchased under the Nenter Supply Agreement realized by Nenter and paid to DSM in accordance with the Nenter Supply Agreement. In addition, pursuant to the Value Sharing Agreement, DSM agreed to guarantee certain minimum annual royalty payments totaling $33.1 million over the first three calendar years of the Value Sharing Agreement, subject to future offsets in the event that the royalty payments to which the Company would otherwise have been entitled under the Value Sharing Agreement for such years fall below certain milestones. The nonrefundable minimum annual royalty payments were determined to be fixed and determinable and were included as part of the total arrangement consideration subject to allocation in the December 2017 multiple-element divestiture transaction with DSM. At closing, DSM paid the Company a nonrefundable royalty payment of $15.0 million under the Value Sharing Agreement and paid two additional future nonrefundable minimum annual royalty payments totaling $18.1 million related to 2019 and 2020 royalties. In June 2018, the Company received the 2019 non-refundable minimum royalty payment of $9.3 million (net of a $0.7 million early payment discount) and in March 2019, the Company received the 2020 payment of $7.4 million (net of a $0.7 million early payment discount). During 2018, the Company and DSM amended the Value Sharing Agreement to (i) provide for the use of estimates in calculating quarterly royalty payments (subject to true-up), (ii) modify how the guaranteed minimum annual royalty payment for 2018 will be offset against value payments accruing during 2018 and (iii) accelerate the minimum annual royalty payment for 2019 from December 31, 2018 to June 30, 2018 in exchange for a fee of $750,000. For the year ended December 31, 2018, the Company recognized $7.9 million of revenue in connection with the DSM Value Sharing Agreement. In April 2019, the Company assigned to DSM, and DSM assumed, all of the Company’s rights and obligations under the December 2017 DSM Value Sharing Agreement, as amended, for aggregate consideration to the Company of $57.0 million, which included $7.4 million received on March 29, 2019 for the third and final annual royalty payment due under the original agreement. On April 16, 2019, the Company received net cash of $21.7 million, with the remaining $27.9 million used by the Company to offset past due trade payables (including interest) under the 2017 Supply Agreement (discussed below), the obligation under the November 2018 Securities Purchase Agreement, and manufacturing capacity fees under the provisions of Amendment No. 1 to the 2017 Supply Agreement (see Note 10, "Related Party Transactions" for a description of these agreements). The original Value Sharing Agreement was accounted for as a single performance obligation in connection with a license with fixed and determinable consideration and variable consideration that was accounted for pursuant to the sales-based royalty scope exception. The April 16, 2019 assignment of the December 2017 DSM Value Sharing Agreement was accounted for as a contract modification under ASC 606, resulting in additional fixed and determinable consideration of $37.1 million and variable consideration of $12.5 million in the form of a stand-ready obligation to refund some or all of the $12.5 million consideration if certain criteria outlined in the assignment agreement are not met by December 2021. The Company periodically updates its estimate of amounts to be retained and reduces the refund liability and records additional license and royalty revenue as the criteria are met. The effect of the contract modification on the transaction price, and on the Company’s measure of progress toward complete satisfaction of the performance obligation was recognized as an adjustment to revenue at the date of the contract modification on a cumulative catch-up basis. As a result, the Company recognized $37.1 million of license and royalty in the second quarter of 2019, due to fully satisfying the performance obligation at the modification date.The Company also recognized an additional $3.6 million of previously deferred royalty revenue under the December 2017 DSM Value Sharing Agreement, as the remaining underlying performance obligation was fully satisfied through the April 16, 2019 assignment of the agreement to DSM. The Company recorded an additional $8.8 million of license and royalty revenue in the fourth quarter of 2019 related to a change in the estimated refund liability. DSM Performance Agreement In December 2017, in connection with the Company's divestiture of its Brotas, Brazil production facility (see Note 12, "Divestiture"), the Company and DSM entered into a performance agreement (Performance Agreement), pursuant to which the Company will provide certain research and development services to DSM relating to the development of the technology underlying the farnesene-related products to be manufactured at the Brotas facility in exchange for related funding, including certain bonus payments in the event that specific performance metrics are achieved. The Company will record the bonus payments as earned revenue upon the transfer of the developed technology to DSM. If the Company does not meet the established metrics under the Performance Agreement, the Company will be required to pay $1.8 million to DSM. The Performance Agreement will expire in December 2020, subject to the right of each of the parties to terminate for uncured material breach by the other party or in the event the other party is subject to bankruptcy proceedings, liquidation, dissolution or similar proceedings or other specified events. DSM December 2017 Supply Agreement and November 2018 Supply Agreement Amendment On November 19, 2018, the Company and DSM entered into an amendment (Supply Agreement Amendment) to the supply agreement, dated December 28, 2017 (Supply Agreement), by and between the Company and DSM. Under the Supply Agreement, DSM agreed to manufacture and supply to the Company certain products useful in the Company’s business, at prices and on production and delivery terms and specifications set forth in the Supply Agreement, which prices are based upon DSM’s manufacturing cost plus an agreed margin. The Supply Agreement originally provided that it would expire (i) with respect to non-farnesene related products, on the date that the Company’s planned new specialty ingredients manufacturing facility in Brazil is fully operational and meets its production targets, but in any event no later than December 31, 2021 and (ii) with respect to farnesene related products, on December 28, 2037, subject in each case to earlier termination in certain circumstances. Pursuant to the Supply Agreement Amendment, (i) the outside expiration date of the Supply Agreement with respect to non-farnesene related products was extended to December 31, 2022, with specified pricing terms added for products manufactured during 2022, (ii) DSM committed to produce certain non-farnesene related products for the Company for two months of each calendar year during the term of the Supply Agreement and (iii) the Company agreed to (A) pay DSM a cash fee totaling $15.5 million, payable in installments during 2018 and 2019, (B) issue 1,643,991 shares of the Company's common stock to DSM, and (C) pay DSM a cash fee of $7.3 million, payable on or before March 29, 2019, plus, if the closing price of the Common Stock on the trading day immediately preceding the date of such payment is less than $4.41 per share, an amount equal to such deficiency multiplied by 1,643,991. In addition, on April 16, 2019 the Company and DSM entered into amendments to the 2017 Supply Agreement and the 2017 Performance Agreement, as well as the Quota Purchase Agreement relating to the December 2017 sale of Amyris Brasil to DSM (see Note 12, “Divestiture”), pursuant to which (i) DSM agreed to reduce certain manufacturing costs and fees paid by the Company related to the production of farnesene under the Supply Agreement through 2021, as well as remove the priority of certain customers over the Company with respect to production capacity at the Brotas, Brazil facility, (ii) the Company agreed to provide DSM rights to conduct certain process and downstream recovery improvements under the Performance Agreement at facilities other than the Brotas, Brazil facility in exchange for DSM providing the Company with a license to such improvements and (iii) the Company released DSM from its obligation to provide manufacturing and support services under the Quota Purchase Agreement in connection with the Company’s planned new manufacturing facility, which is no longer to be located at the Brotas, Brazil location. DARPA Technology Investment Agreement In September 2015, the Company entered into a technology investment agreement (TIA) with The Defense Advanced Research Projects Agency (DARPA), under which the Company, with the assistance of specialized subcontractors, is working to create new research and development tools and technologies for strain engineering and scale-up activities. The agreement is being funded by DARPA on a milestone basis. Under the TIA, the Company and its subcontractors could collectively receive DARPA funding of up to $35.0 million over the program’s four four Contract Assets and Liabilities When a contract results in revenue being recognized in excess of the amount the Company has invoiced or has the right to invoice to the customer, a contract asset is recognized. Contract assets are transferred to accounts receivable, net when the rights to the consideration become unconditional. Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services such that control has not passed to the customer. Trade receivables related to revenue from contracts with customers are included in accounts receivable on the consolidated balance sheets, net of the allowance for doubtful accounts. Trade receivables are recorded at the point of renewable product sale or in accordance with the contractual payment terms for licenses and royalties, and grants and collaborative research and development services for the amount payable by the customer to the Company for sale of goods or the performance of services, and for which the Company has the unconditional right to receive payment. Contract Balances The following table provides information about accounts receivable and contract liabilities from contracts with customers: December 31, 2019 2018 Accounts receivable, net $ 16,322 $ 16,003 Accounts receivable - related party, net $ 3,868 $ 1,349 Accounts receivable, unbilled - related party $ — $ 8,021 Contract assets $ 8,485 $ — Contract assets, noncurrent - related party $ 1,203 $ 1,203 Contract liabilities $ 1,353 $ 8,236 Contract liabilities, noncurrent (1) $ 1,449 $ 1,587 ______________ (1) The balances in contract liabilities, noncurrent are included in other noncurrent liabilities on the consolidated balance sheets. Unbilled receivables relate to the Company’s right to consideration from DSM for (i) minimum future royalties and (ii) a material right arising from a customer option for a future transfer of technology. The Company’s right to cash receipt for these minimum royalty amounts occurs on or before December 31, 2019, and the right to cash receipt for the customer option occurs on or before December 31, 2020. Contract liabilities, current decreased by $6.9 million at December 31, 2019 resulting from collaboration and royalty amounts recognized as revenue during the year ended December 31, 2019 that was included in contract liabilities at the beginning of the period. Remaining Performance Obligations The following table provides information regarding the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) based on the Company's existing agreements with customers as of December 31, 2019. (In thousands) As of December 31, 2019 2020 $ 56,719 2021 52,313 2022 30,483 2023 and thereafter — Total from all customers $ 139,515 In accordance with the disclosure provisions of ASC 606, the table above excludes estimated future revenues for performance obligations that are part of a contract that has an original expected duration of one year or less or a performance obligation with variable consideration that is recognized using the sales-based royalty exception for licenses of intellectual property. Additionally, $181.0 million of estimated future revenue is excluded from the table above, as that amount represents constrained variable consideration. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Equity See Note 6, "Stockholders' Deficit" for details of these related party equity transactions: • November 2018 DSM Securities Purchase Agreement • August 2017 DSM Offering Related Party Debt See Note 4, "Debt" for details of these related party debt transactions: • DSM Note (also see Note 12, "Divestiture") • 2014 Rule 144A Convertible Notes • August 2013 Financing Convertible Notes • Foris LSA • Foris $19 million Note • Naxyris LSA Related party debt was as follows: 2019 2018 December 31, Principal Unaccreted Debt Discount Net Principal Unaccreted Debt Discount Net DSM notes $ 33,000 $ (4,621) $ 28,379 $ 25,000 $ (6,311) $ 18,689 Foris Foris notes 115,351 (9,516) 105,835 — — — 2014 Rule 144A convertible notes — — — 5,000 (181) 4,819 115,351 (9,516) 105,835 5,000 (181) 4,819 Naxyris note 24,437 (822) 23,615 — — — Temasek 2014 Rule 144A convertible note — — — 10,000 (435) 9,565 Total 2014 Rule 144A convertible note 10,178 — 10,178 9,705 (422) 9,283 $ 182,966 $ (14,959) $ 168,007 $ 49,705 $ (7,349) $ 42,356 The fair value of the derivative liabilities related to the related party Foris $19 million note, Foris LSA and Naxyris note as of December 31, 2019 and 2018 was $2.6 million and $0.0 million, respectively. The Company recognized losses from change in the fair value of these and previous debt-related derivative liabilities of $0.1 million and $8.5 million for the years ended December 31, 2019 and 2018, respectively; see Note 3, "Fair Value Measurement". At December 31, 2018, Temasek was no longer a related party. However, the Company and Temasek were related parties when they entered into the 2014 Rule 144A convertible notes transaction, for which terms remained unchanged since the borrowing date. Related Party Revenue The Company recognized revenue from related parties and from all other customers as follows: 2019 2018 Years Ended December 31, Renewable Products Licenses and Royalties Grants and Collaborations TOTAL Renewable Products Licenses and Royalties Grants and Collaborations TOTAL Revenue from related parties: DSM $ 10 $ 49,051 $ 4,120 $ 53,181 $ 18 $ 5,958 $ 4,735 $ 10,711 Total 46 — — 46 342 — — 342 Novvi — — — — — — — — Subtotal revenue from related parties 56 49,051 4,120 53,227 360 5,958 4,735 11,053 Revenue from all other customers 59,816 4,992 34,522 99,330 33,238 1,700 17,613 52,551 Total revenue from all customers $ 59,872 $ 54,043 $ 38,642 $ 152,557 $ 33,598 $ 7,658 $ 22,348 $ 63,604 See Note 9, "Revenue Recognition" for details of the Company's revenue agreements with DSM. Related Party Accounts Receivable Related party accounts receivable was as follows: December 31, 2019 2018 DSM $ 3,868 $ 1,071 Novvi — 188 Total — 90 Related party accounts receivable, net $ 3,868 $ 1,349 In addition to the amounts shown above, there were the following amounts on the consolidated balance sheet at December 31, 2019 and December 31, 2018, respectively: • $0 and $8.0 million of unbilled receivables from DSM, in Accounts receivable, unbilled - related party; • $1.2 million of unbilled receivables from DSM in Contract assets, noncurrent - related party; and • $3.3 million and $4.3 million of contingent consideration receivable from DSM in Other assets. Related Party Accounts Payable and Accrued Liabilities Amounts due to DSM were as follows: • Accounts payable and accrued and other current liabilities of $14.0 million and $2.1 million at December 31, 2019 and 2018, respectively; and • Other noncurrent liabilities of $3.8 million and $3.6 million at December 31, 2019 and 2018, respectively. Related Party DSM Transactions The Company is party to the following significant agreements (and related amendments) with related party DSM: Related to Agreement For Additional Information, See the Note Indicated Debt DSM Credit Agreement 4. Debt Debt 2019 DSM Credit Agreement 4. Debt Divestiture November 2017 Quota Purchase Agreement 12. Divestiture Divestiture December 2017 DSM Transition Services Agreement 12. Divestiture Equity August 2017 DSM Offering 6. Stockholders' Deficit Equity November 2018 DSM Securities Purchase Agreement 6. Stockholders' Deficit Revenue July and September 2017 Collaboration and Licensing Agreements 9. Revenue Recognition Revenue December 2017 DSM Supply Agreement 9. Revenue Recognition Revenue December 2017 DSM Value Sharing Agreement, as amended 9. Revenue Recognition Revenue December 2017 DSM Performance Agreement 9. Revenue Recognition Revenue November 2017 Intellectual Property License Agreement 9. Revenue Recognition Revenue November 2018 Supply Agreement Amendment 9. Revenue Recognition Concurrent with the sale of Amyris Brasil in December 2017, the Company and DSM entered into a series of commercial agreements including (i) a license agreement to DSM of its farnesene product for DSM to use in the Vitamin E and lubricant markets; (ii) a royalty agreement that DSM will pay the Company specified royalties representing a portion of the profit on the sale of Vitamin E produced from farnesene under the Nenter Supply Agreement assigned to DSM; (iii) a performance agreement, which provides an option for DSM to elect a technology transfer upon the achievement of certain development milestones associated with the optimization of farnesene strains; and (iv) a transition services agreement for the Company to provide finance, legal, logistics, and human resource services to support the Brotas facility under DSM ownership for a six-month period with a DSM option to extend for six additional months. See Note 12, “Divestiture” for further information regarding the sale of Amyris Brasil and the related commercial agreements. In addition, the Company entered into a credit agreement with DSM under which the Company borrowed $25 million; see Note 4, "Debt" for additional information. In November 2018, the Company amended the supply agreement with DSM to secure capacity at the Brotas 1 facility for production of its alternative sweetener product through 2022. See Note 9, “Revenue Recognition” for information regarding the November 2018 Supply Agreement Amendment and the November 2018 DSM Securities Purchase Agreement. The Company also entered into other transactions with DSM in November 2018 which resulted in the Company (i) evaluating this series of November 2018 transactions and considering other certain transactions with DSM in 2018 as a combined arrangement, and (ii) determining and allocating the fair value to each element. The other transactions entered into concurrently with the November 2018 Supply Agreement Amendment and November 2018 DSM Securities Purchase Agreement included an agreement to finalize the working capital adjustments related to the Brotas 1 facility sale in December 2017 and an amendment to reduce the exercise price of the Cash Warrant issued to DSM in the August 2017 DSM Offering and to provide a waiver for any potential claims arising from failure to obtain consent prior to amending the exercise price of the August 2017 Vivo Cash Warrant in the August 2017 Warrant transaction. The contractual consideration transferred to DSM under the combined arrangement was $34.7 million. The Company performed an analysis to determine the fair value of the elements and allocated the resulting $33.3 million total fair value as follows: (i) $24.4 million to the manufacturing capacity, (ii) $6.8 million to the legal settlement and related consent waiver and (iii) $2.1 million to the working capital adjustment. See Note 3, “Fair Value Measurement” for information related to this fair value allocation. The $1.4 million excess consideration transferred above the combined arrangement’s fair value was recorded as a reduction of royalty revenues in the year ended December 31, 2018. Of the $24.4 million fair value allocated to the manufacturing capacity, $3.3 million was recorded as deferred cost of products sold during 2018. Also, the Company paid an additional $14.1 million in manufacturing capacity fees during 2019, which were recorded as additional deferred cost of products sold. The remaining $7.0 million manufacturing capacity fees will be recorded as deferred cost of products sold in the period the additional payments are made to DSM. The deferred cost of products sold asset will be expensed on a units of production basis as products are sold over the five Related Party Joint Venture In December 2016, the Company, Nikko Chemicals Co., Ltd. an existing commercial partner of the Company, and Nippon Surfactant Industries Co., Ltd., an affiliate of Nikko (collectively, Nikko) entered into a joint venture (the Aprinnova JV Agreement) pursuant to which the Company contributed certain assets, including certain intellectual property and other commercial assets relating to its business-to-business cosmetic ingredients business (the Aprinnova JV Business), as well as its Leland production facility. The Company also agreed to provide the Aprinnova JV with exclusive (to the extent not already granted to a third party), royalty-free licenses to certain of the Company's intellectual property necessary to make and sell products associated with the Aprinnova JV Business (the Aprinnova JV Products). Nikko purchased their 50% interest in the Aprinnova JV in exchange for the following payments to the Company: (i) an initial payment of $10.0 million and (ii) the profits, if any, distributed to Nikko in cash as members of the Aprinnova JV during the three-year period from 2017 to 2019, up to a maximum of $10.0 million. The Aprinnova JV operates in accordance with the Aprinnova Operating Agreement under which the Aprinnova JV is managed by a Board of Directors consisting of four directors: two appointed by the Company and two appointed by Nikko. In addition, Nikko has the right to designate the Chief Executive Officer of the Aprinnova JV from among the directors and the Company has the right to designate the Chief Financial Officer. The Company determined that it has the power to direct the activities of the Aprinnova JV that most significantly impact its economic performance because of its (i) significant control and ongoing involvement in operational decision making, (ii) guarantee of production costs for certain Aprinnova JV products, as discussed below, and (iii) control over key supply agreements, operational and administrative personnel and other production inputs. The Company has concluded that the Aprinnova JV is a variable-interest entity (VIE) under the provisions of ASC 810, Consolidation, and that the Company has a controlling financial interest and is the VIE's primary beneficiary. As a result, the Company accounts for its investment in the Aprinnova JV on a consolidation basis in accordance with ASC 810. Under the Aprinnova Operating Agreement, profits from the operations of the Aprinnova JV, if any, are distributed as follows: (i) first, to the Company and Nikko (the Members) in proportion to their respective unreturned capital contribution balances, until each Member’s unreturned capital contribution balance equals zero and (ii) second, to the Members in proportion to their respective interests. In addition, any future capital contributions will be made by the Company and Nikko on an equal (50%/50%) basis each time, unless otherwise mutually agreed. For the year ended December 31, 2019, a $0.3 million distribution was made to Nikko and was recorded as a decrease in noncontrolling interest. Pursuant to the Aprinnova JV Agreement, the Company and Nikko agreed to make initial working capital loans to the Aprinnova JV in the amounts of $0.5 million and $1.5 million, respectively, and again in 2019 with additional loans of $0.2 million each. Also in 2019, Nikko provided the Aprinnova JV with $1.2 million of short-term loans to purchase certain manufacturing supplies. These loans are described in more detail in Note 4, “Debt”. In addition, the Company agreed to guarantee a maximum production cost for squalane and hemisqualane to be produced by the Aprinnova JV and to bear any cost of production above such guaranteed costs. In connection with the contribution of the Leland Facility by the Company to the Aprinnova JV, at the closing of the formation of the Aprinnova JV, Nikko made a loan to the Company in the principal amount of $3.9 million, and the Company in consideration therefore issued a promissory note to Nikko in an equal principal amount, as described in more detail in Note 4, “Debt” under “Nikko Note.” The following presents the carrying amounts of the Aprinnova JV’s assets and liabilities included in the accompanying consolidated balance sheets. Assets presented below are restricted for settlement of the Aprinnova JV's obligations and all liabilities presented below can only be settled using the Aprinnova JV resources. December 31, 2019 2018 Assets $ 17,390 $ 12,904 Liabilities $ 3,690 $ 2,364 The Aprinnova JV's assets and liabilities are primarily comprised of inventory, property, plant and equipment, accounts payable and debt, which are classified in the same categories in the Company's consolidated balance sheets. Office Sublease The Company subleases certain office space to Novvi, for which the Company charged Novvi $0.6 million and $0.6 million for the years ended December 31, 2019 and 2018, respectively. See Note 15, “Subsequent Events” for information regarding related party transactions subsequent to December 31, 2019. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | |
Share-based Compensation | Stock-based Compensation Stock-based Compensation Expense Related to All Plans Stock-based compensation expense related to all employee stock compensation plans, including options, restricted stock units and ESPP, was as follows: Years Ended December 31, 2019 2018 Research and development $ 2,900 $ 1,797 Sales, general and administrative 9,654 7,393 Total stock-based compensation expense $ 12,554 $ 9,190 Plans 2010 Equity Incentive Plan The Company's 2010 Equity Incentive Plan (2010 Equity Plan) became effective on September 27, 2010 and will terminate in 2020. The 2010 Equity Plan provides for the granting of common stock options, restricted stock awards, stock bonuses, stock appreciation rights, restricted stock units (RSUs) 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 (ISOs) or non-statutory stock options (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 2,000,000 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 ten three five As of December 31, 2019 and 2018, options were outstanding to purchase 5,589,315 and 5,339,214 shares, respectively, of the Company's common stock granted under the 2010 Equity Plan, with weighted-average exercise prices per share of $8.89 and $9.62, respectively. In addition, as of December 31, 2019 and 2018, restricted stock units representing the right to receive 5,782,651 and 5,294,803 shares, respectively, of the Company's common stock granted under the 2010 Equity Plan were outstanding. As of December 31, 2019 and 2018, 3,815,625 and 2,359,750 shares, respectively, of the Company’s common stock remained available for future awards that may be granted under the 2010 Equity Plan. The number of shares reserved for issuance under the 2010 Equity Plan increases automatically on January 1 of each year starting with January 1, 2011, by a number of shares equal to 5% of the Company’s total outstanding shares as of the immediately preceding December 31. However, the Company’s Board of Directors or the Leadership Development and Compensation Committee of the Board of Directors retains the discretion to reduce the amount of the increase in any particular year. In May 2018, shareholders approved amendments to the 2010 Equity Plan to (i) increase the number of shares of common stock available for grant and issuance thereunder by 9.0 million shares and (ii) increase the annual per-participant award limit thereunder to 4.0 million shares. Subsequent to the amendments, the total number of shares available for grant was 9,280,000, not including the annual evergreen increases. 2005 Stock Option/Stock Issuance Plan In 2005, the Company established its 2005 Stock Option/Stock Issuance Plan (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 As of December 31, 2019 and 2018, options to purchase 31,104 and 52,389 shares, respectively, of the Company’s common stock granted under the 2005 Plan remained outstanding, and as a result of the adoption of the 2010 Equity Plan discussed above, zero shares of the Company’s common stock remained available for future awards issuance under the 2005 Plan. The options outstanding under the 2005 Plan as of December 31, 2019 and 2018 had a weighted-average exercise price per share of $259.19 and $185.93, respectively. 2010 Employee Stock Purchase Plan The 2010 Employee Stock Purchase Plan (2010 ESPP) became effective on September 27, 2010. The 2010 ESPP is designed to enable eligible employees to purchase shares of the Company’s common stock at a discount. Offering periods under the 2010 ESPP generally commence on each May 16 and November 16, with each offering period lasting for one six 2018 CEO Performance-based Stock Options In May 2018, the Company granted its chief executive officer performance-based stock options (PSOs) to purchase 3,250,000 shares. PSOs are equity awards with the final number of PSOs that may vest determined based on the Company’s performance against pre-established EBITDA milestones and Amyris stock price milestones. The EBITDA milestones are measured from the grant date through December 31, 2021, and the stock price milestones are measured from the grant date through December 31, 2022. The PSOs vest in four tranches contingent upon the achievement of both the EBITDA milestones and stock price milestones for each respective tranche, and the chief executive officer’s continued employment with the Company. Over the measurement periods, the number of PSOs that may be issued and the related stock-based compensation expense that is recognized is adjusted upward or downward based upon the probability of achieving the EBITDA milestones. Depending on the probability of achieving the EBITDA milestones and stock price milestones and certification of achievement of those milestones for each vesting tranche by the Company’s Board of Directors or Compensation Committee, the PSOs issued could be from zero to 3,250,000 stock options, with an exercise price of $5.08 per share. Stock-based compensation expense for this award is recognized using a graded-vesting approach over the service period beginning at the grant date through December 31, 2022, as the Company’s management has determined that certain EBITDA milestones are probable of achievement over the next four years as of December 31, 2019, The Company utilized a Monte Carlo simulation to estimate the grant date fair value of each tranche of the award which totaled $5.1 million. For the years ended December 31, 2019 and 2018, the Company recognized $0 and $0.7 million, respectively, of compensation expense for this award. The assumptions used to estimate the fair value of this award with performance and market vesting conditions were as follows: Stock Option Award with Performance and Market Vesting Conditions: Fair value of the Company’s common stock on grant date $ 5.08 Expected volatility 70 % Risk-free interest rate 2.75 % Dividend yield 0.0 % Stock Option Activity Stock option activity is summarized as follows: Year ended December 31, 2019 2018 Options granted 530,140 4,337,119 Weighted-average grant-date fair value per share $ 3.83 $ 5.18 Compensation expense related to stock options (in millions) $ 2.0 $ 2.6 Unrecognized compensation costs as of December 31 (in millions) $ 4.5 $ 8.5 The Company expects to recognize the December 31, 2019 balance of unrecognized costs over a weighted-average period of 3.8 years. Future option grants will increase the amount of compensation expense to be recorded in these periods. 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-Merton option pricing model. The fair value of employee stock options is amortized on a ratable basis over the requisite service period of the awards. The fair value of employee stock options and employee stock purchase plan rights was estimated using the following weighted-average assumptions: Years Ended December 31, 2019 2018 Expected dividend yield —% —% Risk-free interest rate 1.8% 2.8% Expected term (in years) 6.9 6.9 Expected volatility 84% 80% The expected life of options is based primarily on historical share option exercise experience of the employees for options granted by the Company. All options are treated as a single group in the determination of expected life, as the Company does not currently expect substantially different exercise or post-vesting termination behavior among the employee population. The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. Expected volatility is based on the historical volatility of the Company's common stock. The Company has no history or expectation of paying dividends on common stock. Stock-based compensation expense associated with options is based on awards ultimately expected to vest. At the time of an option grant, the Company estimates the expected future rate of forfeitures based on historical experience. These estimates are revised, if necessary, in subsequent periods if actual forfeiture rates differ from those estimates. If the actual forfeiture rate is lower than estimated the Company will record additional expense and if the actual forfeiture is higher than estimated the Company will record a recovery of prior expense. The Company’s stock option activity and related information for the year ended December 31, 2019 was as follows: Number of Stock Options Weighted- Weighted-average Aggregate Outstanding - December 31, 2018 5,390,270 $ 11.55 8.5 $ 29 Options granted 530,140 $ 3.83 Options exercised (7,445) $ 3.60 Options forfeited or expired (292,546) $ 17.18 Outstanding - December 31, 2019 5,620,419 $ 10.27 7.8 $ 24 Vested or expected to vest after December 31, 2019 5,037,260 $ 10.88 7.7 $ 23 Exercisable at December 31, 2019 1,314,113 $ 27.46 6.1 $ 10 The aggregate intrinsic value of options exercised under all option plans was $0 and $0.2 million for the years ended December 31, 2019 and 2018, respectively, determined as of the date of option exercise. Restricted Stock Units Activity and Expense During the years ended December 31, 2019 and 2018, 2,996,660 and 5,452,664 RSUs, respectively, were granted with weighted-average service-inception date fair value per unit of $3.96 and $5.36, respectively. The Company recognized RSU-related stock-based compensation expense of $10.2 million and $6.4 million, respectively, for the years ended December 31, 2019 and 2018. As of December 31, 2019 and 2018, unrecognized RSU-related compensation costs totaled $22.3 million and $23.8 million, respectively. Stock-based compensation expense for RSUs is measured based on the closing fair market value of the Company's common stock on the date of grant. The Company’s RSU and restricted stock activity and related information for the year ended December 31, 2019 was as follows: Number of Restricted Stock Units Weighted-average Grant-date Weighted-average Remaining Contractual Life Outstanding - December 31, 2018 5,294,803 $ 5.50 1.4 Awarded 2,996,660 $ 3.96 Vested (1,891,931) $ 5.51 Forfeited (616,881) $ 4.84 Outstanding - December 31, 2019 5,782,651 $ 4.77 1.7 Vested or expected to vest after December 31, 2019 5,338,558 $ 4.78 1.6 ESPP Activity and Expense During the years ended December 31, 2019 and 2018, 318,490 and 246,230 shares, respectively, of the Company's common stock were purchased under the 2010 ESPP. At December 31, 2019 and 2018, 263,797 and 199,463 shares, respectively, of the Company’s common stock remained reserved for issuance under the 2010 ESPP. During the years ended December 31, 2019 and 2018, the Company also recognized ESPP-related stock-based compensation expense of $0.4 million and $0.2 million, respectively. |
Divestiture
Divestiture | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divesture | Divestiture On December 28, 2017, the Company completed the sale of its subsidiary Amyris Brasil Ltda. (Amyris Brasil), which operated the Company’s production facility located in Brotas, Brazil, to DSM and concurrently entered into a series of commercial agreements and a credit agreement with DSM. At closing, the Company received $33.0 million in contractual cash consideration for the capital stock of Amyris Brasil, which was subject to certain post-closing working capital adjustments; and reimbursements contingent upon DSM’s utilization of certain Brazilian tax benefits it acquired with its purchase of Amyris Brasil. The Company used $12.6 million of the cash proceeds received to repay certain indebtedness of Amyris Brasil. The total fair value of the contractual consideration received by the Company for Amyris Brasil was $56.9 million and resulted in a pretax gain of $5.7 million from continuing operations. In November 2018, the Company paid DSM $1.8 million related to the final post-closing working capital adjustment. In connection with the payment, $1.8 million was recorded as a loss on divestiture in the 2018 consolidated statement of operations, in the line captioned "(Loss) gain on divestiture". Concurrent with the sale of Amyris Brasil, the Company and DSM entered into a series of commercial agreements including (i) a license agreement to DSM of its farnesene product for DSM to use in the Vitamin E and lubricant markets; (ii) a royalty agreement, pursuant to which DSM agreed to pay the Company specified royalties representing a portion of the profit on the sale of Vitamin E produced from farnesene sold under the Nenter Supply Agreement assigned to DSM; (iii) a performance agreement for the Company to perform research and development to optimize farnesene for production and sale of farnesene products; and (iv) a transition services agreement for the Company to provide finance, legal, logistics, and human resource services to support the Brotas facility under DSM ownership for a six-month period with a DSM option to extend for six additional months (see Note 9, “Revenue Recognition” for additional information). At closing, DSM paid the Company a $27.5 million nonrefundable license fee and a $15.0 million nonrefundable royalty payment, and agreed to pay two additional future nonrefundable minimum annual royalty payments totaling $18.1 million for 2019 and 2020 royalties. These future payments were determined to be fixed and determinable with a fair value of $17.8 million and were included as part of the total consideration subject to allocation in the December 2017 multiple-element divestiture transaction with DSM. In June 2018, the Company received the 2019 non-refundable minimum royalty payment of $9.3 million (net of a $0.7 million early payment discount) and in March 2019, the Company received the 2020 payment of $7.4 million (net of a $0.7 million early payment discount). See Note 9, “Revenue Recognition” and Note 10, "Related Party Transactions" for a full listing and details of agreements entered into with DSM. Additionally, the Company and DSM entered into a $25.0 million credit agreement that the Company used to repay all outstanding amounts under the Guanfu Note; see Note 4, “Debt” for additional information. The Company accounted for the sale of Amyris Brasil as a sale of a business for proceeds of $54.8 million. The agreements entered into concurrently with the sale of Amyris Brasil including the license agreement, royalty agreement, performance agreement, transition services agreement, and credit agreement contain various elements and, as such, are deemed to be an arrangement with multiple deliverables as defined under U.S. GAAP. The Company performed an analysis to determine the fair value for all elements in the agreements with DSM and separated the elements between the non-revenue and revenue elements. After allocating the total fair value of the non-revenue elements from the fixed and determinable consideration received, the Company allocated the remaining fixed and determinable consideration to the revenue elements based on relative fair value. As such, the Company recognized $54.7 million of license revenue and $2.1 million of deferred revenue related to the performance option and transition services agreements with DSM as of December 31, 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of loss before income taxes are as follows: Years Ended December 31, 2019 2018 United States $ (227,614) $ (218,109) Foreign (14,524) (12,125) Loss before income taxes $ (242,138) $ (230,234) The components of the provision for income taxes are as follows: Years Ended December 31, 2019 2018 Current: Federal $ 621 $ — State — — Foreign 8 — Total current provision 629 — Deferred: Federal — — State — — Foreign — — Total deferred benefit — — Total provision for income taxes $ 629 $ — A reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of loss before income taxes is as follows: Years Ended December 31, 2019 2018 Statutory tax rate (21.0) % (21.0) % Federal R&D credit (0.7) % (0.6) % Derivative liability 4.7 % 4.3 % Nondeductible interest 1.0 % 1.0 % Other 2.4 % (0.1) % Foreign losses 0.9 % 0.9 % Change in valuation allowance 13.0 % 15.5 % Effective income tax rate 0.3 % — % Temporary differences and carryforwards that gave rise to significant portions of deferred taxes are as follows: December 31, 2019 2018 Net operating loss carryforwards $ 88,513 $ 57,921 Property, plant and equipment 8,239 9,269 Research and development credits 15,002 12,046 Foreign tax credit — — Accruals and reserves 13,934 8,526 Stock-based compensation 6,164 6,496 Disallowed interest carryforward 7,072 2,359 Capitalized research and development costs 21,723 27,888 Intangible and others 2,503 3,114 Equity investments 304 156 Total deferred tax assets 163,454 127,775 Operating leases right-of-use assets (2,643) — Debt discount and derivatives (7,176) (3,750) Total deferred tax liabilities (9,819) (3,750) Net deferred tax assets prior to valuation allowance 153,635 124,025 Less: valuation allowance (153,635) (124,025) Net deferred tax assets $ — $ — Activity in the deferred tax assets valuation allowance is summarized as follows: (In thousands) Balance at Beginning of Year Additions Reductions / Charges Balance at End of Year Deferred tax assets valuation allowance: Year ended December 31, 2019 $ 124,025 $ 29,610 $ — $ 153,635 Year ended December 31, 2018 $ 81,086 $ 42,939 $ — $ 124,025 Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based on the weight of available evidence, especially the uncertainties surrounding the realization of deferred tax assets through future taxable income, the Company believes that it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets as of December 31, 2019 and 2018. The valuation allowance increased by $42.9 million during the year ended December 31, 2018 and increased by $29.6 million during the year ended December 31, 2019. As of December 31, 2019, the Company had federal net operating loss carryforwards of approximately $411.3 million and state net operating loss carryforwards $158.1 million, available to reduce future taxable income, if any. The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (IRC Section 382). Events that may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. During the year ended December 31, 2019, the Company experienced a cumulative ownership change of greater than 50%. As such, net operating losses generated prior to that change are subject to an annual limitation on their use. Due to the limitations imposed, the Company wrote-off $396.5 million of federal NOL carryover and $90.6 million of state NOL carryover that is expected to expire before it can be utilized. Additionally, the Company wrote-off $14.4 million of its historical federal research and development credit carryovers as a result of the limitations. As of December 31, 2019, the Company had foreign net operating loss carryovers of approximately $22.0 million. As of December 31, 2019, the Company had federal research and development credit carryforwards of $3.3 million and California research and development credit carryforwards of $15.2 million. If not utilized, the federal net operating loss carryforward will begin expiring in 2034, and the California net operating loss carryforward will begin expiring in 2031. The federal research and development credit carryforwards will expire starting in 2037 if not utilized. The California research and development credit carryforwards can be carried forward indefinitely. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: (In thousands) Balance at December 31, 2017 $ 28,833 Increases in tax positions for prior period 55 Increases in tax positions during current period 1,239 Balance at December 31, 2018 30,127 Increases in tax positions for prior period — Increases in tax positions during current period 1,411 Balance at December 31, 2019 $ 31,538 The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for taxes. The Company accrued $0.6 million and $0 for interest as of December 31, 2019 and 2018, respectively. None of the unrecognized 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 that 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 2006 and forward remain open and subject to tax examination by the appropriate federal or state taxing authorities. Brazil tax years 2011 and forward remain open and subject to examination. As of December 31, 2019, the U.S. Internal Revenue Service (the IRS) has completed its audit of the Company for tax year 2008 and concluded that there were no adjustments resulting from the audit. While the statutes are closed for tax year 2008, the U.S. federal tax carryforwards (net operating losses and tax credits) may be adjusted by the IRS in the year in which the carryforward is utilized. |
Geographical Information
Geographical Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Geographical Information | Geographical Information The chief operating decision maker is the Company's Chief Executive Officer, who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis. There are no segment managers who are held accountable by the chief operating decision maker, or anyone else, for operations, operating results, and planning 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. Revenue Revenue by geography, based on each customer's location, is shown in Note 9, "Revenue Recognition". Property, Plant and Equipment December 31, 2019 2018 United States $ 13,799 $ 10,404 Brazil 14,277 6,447 Europe 854 198 $ 28,930 $ 17,049 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Warrants Exercises for Cash On January 13, 2020 Foris Ventures, LLC (Foris), an entity affiliated with director John Doerr and which beneficially owns greater than 5% of the Company’s outstanding common stock, delivered to the Company an irrevocable notice of cash exercise with respect to a warrant to purchase 4,877,386 shares of the Company’s common stock at an exercise price of $2.87 per share, pursuant to a warrant issued by the Company on August 17, 2018. On January 14, 2020, the Company received approximately $14.0 million from Foris in connection with the warrant exercise representing 4,877,386 shares of common stock. On March 11, 2020 Foris provided to the Company a notice of cash exercise to purchase 5,226,481 shares of the Company’s common stock at an exercise price of $2.87 per share, pursuant to the PIPE Rights (discussed in the January 2020 Private Placement section below) issued by the Company on January 31, 2020. On March 12, 2020, the Company received approximately $15.0 million from Foris in connection with the PIPE Rights exercise. Exchange of Senior Convertible Notes Due 2022 On January 14, 2020, the Company completed the exchange, pursuant to separate exchange agreements (the Exchange Agreements) with certain private investors (the Holders), of the Company’s Senior Convertible Notes Due 2022 (or the Prior Notes) for (i) new senior convertible notes in an aggregate principal amount of $51 million (the New Notes or New Senior Convertible Notes due 2022), (ii) an aggregate of 2,742,160 shares of Common Stock (the Exchange Shares), (iii) rights (the Rights) to acquire up to an aggregate of 2,484,321 shares of Common Stock, (iv) warrants (the Warrants) to purchase up to an aggregate of 3,000,000 shares of Common Stock (the Warrant Shares) at an exercise price of $3.25 per share, with an exercise term of two years from issuance, (v) accrued and unpaid interest on the Senior Convertible Notes Due 2022 (payable on or prior to January 31, 2020) and (vi) cash fees in an aggregate amount of $1.0 million (payable on or prior to January 31, 2020). The New Notes have substantially similar terms as the Prior Notes, except that (i) the Company would not be required to redeem the New Notes in an aggregate principal amount of $10 million on December 31, 2019, (ii) the Company would only be required to redeem the New Notes in an aggregate amount of $10 million following the receipt by the Company of at least $80 million of aggregate net cash proceeds from one or more financing transactions, and at a price of 107% of the amount being redeemed, (iii) the financing activity requirement was reduced such that the Company would only be required to raise aggregate net cash proceeds of $50 million from one or more financing transactions by January 31, 2020, (iv) the Company would have until January 31, 2020 to comply with certain covenants related to the repayment, conversion or exchange into equity or amendment of certain outstanding indebtedness of the Company, and (v) the deadline for the Company to seek the Stockholder Approval would be extended from January 31, 2020 to March 15, 2020. On February 18, 2020, the Company and the Holders entered into separate waiver and forbearance agreements, (the W&F Agreements), pursuant to which the Holders agreed to, for 60 days following the date of the W&F Agreement, except in case of early termination of the W&F Agreement or, solely with respect to the Stockholder Approval if the other defaults described below have been cured on or prior to the date that is 60 days following the date of the W&F Agreement, until May 31, 2020 (the W&F Period), and in each case subject to certain conditions to effectiveness contained in the W&F Agreement, (i) forbear from exercising certain of their rights and remedies with respect to certain defaults by the Company, including, but not limited to, the Company's failure, on or before January 31, 2020, (A) to receive aggregated net cash proceeds of not less than $50 million from one or more financing transactions, (B) to repay in full or convert into equity all indebtedness outstanding under the Schottenfeld September Credit Agreement and the Schottenfeld November Credit and Security Agreement or amend all such indebtedness outstanding to fit within the definition of permitted indebtedness of the New Notes, and certain other events of default, and (ii) waive any event of default for (A) violations of the minimum liquidity covenant since December 31, 2019 and (B) failure to obtain the Stockholder Approval prior to March 15, 2020. In addition, pursuant to the W&F Agreements, the Company and the Holders agreed that (i) the New Note amortization payment due on March 1, 2020 (the Amortization Payment) shall be in the aggregate amount of $10.0 million (split proportionally among the Holders) and that the Company shall elect to pay such amortization payment in shares of Common Stock in accordance with the terms of the New Note, provided however, that: (A) the Amortization Stock Payment Price (as defined in the New Note) shall be $3.00, (B) the Amortization Share Payment Period (as defined in the New Note) with respect to the Amortization Payment will end on April 30, 2020 rather than March 31, 2020; and (C) in the event that Holder does not elect to receive the full Amortization Share Amount (as defined in the New Note) during such Amortization Share Payment Period, then the Amortization Payment shall be automatically reduced by the portion of such Amortization Payment not received by the Holder, (ii) there shall be no amortization payment due on April 1, 2020, and (iii) the amortization payment due on May 1, 2020 shall be in the aggregate amount of $8.9 million (split proportionally among the Holders). On February 24, 2020, a Holder of the Rights notified the Company about the exercise of the Rights for the issuance of an aggregate of 2,484,321 shares of common stock, which were issued by the Company according to the terms of the Senior Convertible Notes Due 2022. January 2020 Warrant Amendments and Exercises, Debt Equitization and PIPE As described below in further detail, on January 31, 2020, the Company completed a series of transactions that resulted in the Company (i) receiving $28.3 million in cash, (ii) reducing its aggregate debt principal by $60.0 million and accrued interest by approximately $10.0 million, (iii) issuing an aggregate of (A) 25,326,095 shares of common stock as a result of the exercise of outstanding warrants, and (B) 13,989,973 new shares of common stock in private placements, and (iv) issuing rights to purchase an aggregate of 18,649,961 shares of common stock, at an exercise price of $2.87 per share, for an exercise term of 12 months. Warrant Amendments On January 31, 2020, the Company entered into separate warrant amendment agreements (the Warrant Amendments) with Foris and certain other holders (the Warrant Holders) of the Company’s outstanding warrants to purchase shares of the Company’s common stock, pursuant to which the exercise price of certain warrants (the Amended Warrants) held by the Warrant Holders totaling 1.2 million shares and Foris totaling 10.2 million shares was reduced to $2.87 per share upon the exercise of the Amended Warrant. Warrant Exercises by Certain Holders In connection with the entry into the Warrant Amendments, on January 31, 2020 the Warrant Holders delivered to the Company irrevocable notices of cash exercise with respect to their Amended Warrants, representing an aggregate of 1,160,929 shares of Common Stock (the Warrant Amendment Shares), and the Company issued to the Holders rights to purchase an aggregate of 1,160,929 shares of Common Stock, at an exercise price of $2.87 per share, for an exercise term of twelve months from the January 31, 2020 issuance (the Rights). The Company received net proceeds of $3.3 million from the exercise of the Amended Warrants and issued to the Holders the Warrant Amendment Shares. Warrant Exercise, Common Stock Purchase and Debt Equitization by Foris – Related Party On January 31, 2020, the Company and Foris entered into a warrant exercise agreement (the Exercise Agreement) pursuant to which (i) Foris (A) exercised all of its then outstanding common stock purchase warrants (the Foris Warrants), totaling 19,287,780 shares of Common Stock (the Foris Warrant Shares), at a weighted average exercise price of approximately $2.84 per share (following the Warrant Amendments noted above) for an aggregate exercise price of $54.8 million (the Exercise Price), and (B) purchased 5,279,171 shares of Common Stock (the Foris Shares), at $2.87 per share for a total purchase price of $15.2 million (Purchase Price), (ii) Foris paid the Exercise Price and the Purchase Price through the cancellation of $70 million of principal and accrued interest owed by the Company to Foris under the Foris $19 million Note and the Foris LSA (as discussed in Note 4, "Debt") and (iii) the Company issued to Foris the Foris Shares and an additional right to purchase 8,778,230 shares of Common Stock at a purchase price of $2.87 per share, for a period of 12 months from the Exercise Agreement. January 2020 Private Placement On January 31, 2020 the Company entered into separate Security Purchase Agreements (the Purchase Agreements) with certain accredited investors (the Investors), including Foris, for the issuance and sale of an aggregate of 8,710,802 shares of Common Stock (the PIPE Shares) and rights to purchase an aggregate of 8,710,802 shares of Common Stock (the PIPE Rights) at a purchase price of $2.87 per share, for a period of 12 months for an aggregate purchase price of $25 million. Evergreen Shares for 2010 Equity Incentive Plan and 2010 Employee Stock Purchase Plan In February 2020, the Company's Board of Directors (the Board) approved increases to the number of shares available for issuance under the Company's 2010 Equity Incentive Plan (the Equity Plan) and 2010 Employee Stock Purchase Plan (the Purchase Plan). These shares in connection with the Equity Plan represented an automatic annual increase in the number of shares available for grant and issuance under the Equity Plan of 5,887,133 shares and under the Purchase Plan of 588,713 shares. These increases correspond to approximately 5.0% and 0.5%, respectively, of the total outstanding shares of the Company’s common stock as of December 31, 2019. These automatic increases are effective as of January 1, 2020. Schottenfeld Forbearance Agreement The Company and Schottenfeld Opportunities Fund II, L.P. (Schottenfeld) and certain of its affiliates (collectively, the Lenders) are parties (i) to certain Credit Agreements, each dated September 10, 2019 (collectively, the September Credit Agreements) and (ii) to a Credit and Security Agreement, dated November 14, 2019 (the CSA, and collectively with the September Credit Agreements, the Credit Agreements), pursuant to which the Company issued to the Lenders certain notes (the September Notes and the November Notes, respectively, and collectively, the Schottenfeld Notes) and warrants (the September Warrants and the November Warrants, respectively, and collectively, the Shottenfeld Warrants) to purchase shares (the Warrant Shares) of the Company’s common stock. See Not 4, “Debt” for further information. On February 28, 2020, the Company entered into a forbearance agreement with the Lenders, pursuant to which the Lenders would forbear, for 60 days from the date of the Forbearance Agreement, unless terminated earlier (the Forbearance Period), to exercise certain rights under the Credit Agreement as a result of the Company’s defaults under the Credit Agreements and related Schottenfeld Notes, including the failure of the Company to (i) to pay all principal and accrued interest on the November Notes at the maturity date, (ii) the failure to pay on or before December 31, 2019, all accrued and unpaid interest through December 31, 2019 on the September Notes, and (iii) the failure, on or before December 15, 2019, to convert or exchange at least $60 million, but not less than 100%, of certain junior outstanding indebtedness into equity in the Company, and certain other events of default. Under the forbearance agreement the Company agreed to (i) pay a late fee of 5% on any obligations under the November Notes not paid in full on or before the last day of the Forbearance Period; (ii) pay on or prior to the earliest to occur of April 19, 2020 or the last day of the Forbearance Period, (A) all interest due pursuant to the November Notes and the September Notes, plus all interest accruing on such unpaid interest, plus all interest accrued on account of the November Notes and the September Notes from the date of the Forbearance Agreement through the date of such payment, and (B) a forbearance fee in the amount of $150,000; (iii) pay, upon signature of the Forbearance Agreement, $150,000 as a partial payment of the interest that has accrued pursuant to the November Notes and the September Notes as of the date of the Forbearance Agreement; (iv) amended the Schottenfeld Warrants to (A) reduce the exercise price of each Schottenfeld Warrant to $2.87 per share, and (B) with respect to the November Warrants, extend the deadline to register the Warrant Shares for resale by the holders thereof. Ginkgo Waiver Agreement On March 11, 2020, the Company and Ginkgo Bioworks, Inc. (Ginkgo) entered into a Waiver Agreement and Amendment to Partnership Agreement (the Ginkgo Waiver), pursuant to the terms of (i) the Ginkgo promissory note dated October 20, 2017, issued by the Company to Ginkgo (as amended, the Ginkgo Note), (ii) the Ginkgo Partnership Agreement, dated October 20, 2017, by and between the Company and Ginkgo, and (iii) the Waiver Agreement and Amendment to Ginkgo Note, dated September 29, 2019, by and between the Company and Ginkgo. Ginkgo agreed to (i) waive the Company’s failure (a) to pay past due interest and partnership payments, including interest thereon of $6.7 million, and (b) to comply with a reporting covenant prior to March 31, 2020, (iii) to make a prior waiver fee payment of $0.5 million on December 15, 2019, (ii) waive any cross defaults due to events of default under other debt obligations by the Company, and (iii) amend payments on the Ginkgo Partnership Agreement beginning on March 31, 2020 to a monthly payment of $0.5 million through and including October 31, 2021. Total Note Extension Agreement On March 11, 2020, the Company and Total Raffinage Chimie (Total) entered into a Senior Convertible Note Maturity Extension Agreement that resulted in the reissuance of the December 20, 2019 promissory note under which the Company owed Total $10.2 million plus accrued interest. Under the terms of the Senior Convertible Note Maturity Extension Agreement, the Company paid Total $1.5 million to satisfy all accrued but unpaid interest and to reduce the principal balance of the reissued note by $1.1 million. The reissued note has (i) a maturity date of March 31, 2020, (ii) a $9.1 million principal amount due, (iii) accrues interest at a rate of 12.0% per annum maturity date and (iv) terms substantially identical to the December 20, 2019 promissory note. Nikko Amendment to Loan Agreement On March 12, 2020, the Company and Nikko Chemicals Co. Ltd. (Nikko), entered into an amendment to the Loan Agreement dated December 19, 2019, under which the Company borrowed $4.5 million from Nikko (the Nikko Loan). Under the terms of the amendment, the Company paid Nikko $0.5 million to reduce the principal balance of the Loan Agreement to $4.0 million, the maturity date of the amended Loan Agreement was extended to March 31, 2020, with an increase in the interest rate to 8.0% per annum, and other terms substantially identical to the December 19, 2019 Nikko Loan. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Consolidation | Basis of Consolidation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (U.S. GAAP). The consolidated financial statements include the accounts of Amyris, Inc. and its wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest after elimination of all significant intercompany accounts and transactions. Investments and joint venture arrangements are assessed to determine whether the terms provide economic or other control over the entity requiring consolidation of the entity. Entities controlled by means other than a majority voting interest are referred to as variable-interest entities (VIEs) and are consolidated when Amyris has both the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. For any investment or joint venture in which (i) the Company does not have a majority ownership interest, (ii) the Company possesses the ability to exert significant influence and (iii) the entity is not a VIE for which the Company is considered the primary beneficiary, the Company accounts for the investment or joint venture using the equity method. Equity investments in which the Company does not exert significant influence and that do not have readily determinable fair values are measured at cost, adjusted for changes from observable market transactions, less impairment (“adjusted cost basis”). The Company evaluates its investments for impairment by considering a variety of factors, including the earnings capacity of the related investments. Fair value measurements for the Company’s equity investments are classified within Level 3 of the fair value hierarchy based on the nature of the fair value inputs. Realized and unrealized gains or losses are recognized in other income or expense. |
Use of Estimates and Judgements | Use of Estimates and JudgementsThe preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements. Significant estimates and judgements used in these consolidated financial statements are discussed in the relevant accounting policies below or specifically discussed in the Notes to Consolidated Financial Statements where such transactions are disclosed. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. |
Inventories | Inventories Inventories, which consist of farnesene-derived products, flavors and fragrances ingredients and clean beauty products, are stated at the lower of actual cost or net realizable value and are categorized as finished goods, work in process or raw material inventories. 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 their 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 net realizable value approach that is used to value inventory. Cost for farnesene-derived products and flavors and fragrances ingredients are computed on a weighted-average basis. Cost for clean beauty products are computed on a standard cost basis. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment are recorded at cost. Depreciation and amortization are computed straight-line based on the estimated useful lives of the related assets, ranging from 3 to 15 years for machinery, equipment and fixtures, and 15 years for buildings. Leasehold improvements are amortized over their estimated useful lives or the period of the related lease, whichever is shorter. |
Impairment | Impairment Long-lived assets that are held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the difference between the fair value of the asset and its carrying value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Recoverable Taxes from Brazilian Government Entities | Recoverable Taxes from Brazilian Government Entities Recoverable taxes from Brazilian government entities represent value-added taxes paid on purchases in Brazil, which are reclaimable from the Brazilian tax authorities, net of reserves for amounts estimated not to be recoverable. |
Fair Value Measurements | Fair Value Measurements 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 Company measures the following financial assets and liabilities at fair value: • Freestanding and bifurcated derivatives in connection with certain debt and equity financings; and • Senior Convertible Notes Due 2022 and 6% Convertible Notes Due 2021 (see Note 3, "Fair Value Measurement" and Note 4, "Debt", for which the Company elected fair value accounting. Fair value is 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 judgement, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Changes to the inputs used in these valuation models can have a significant impact on the estimated fair value of the Senior Convertible Notes Due 2022, 6% Convertible Notes Due 2021 and the Company's embedded and freestanding derivatives. For example, a decrease (increase) in the estimated credit spread for the Company results in an increase (decrease) in estimated fair value. Conversely, a decrease (increase) in the stock price results in a decrease (increase) in estimated fair value. The changes during 2019 and 2018 in the fair values of the bifurcated compound embedded derivatives are primarily related to the change in price of the Company's common stock and are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of derivative instruments”. For debt instruments for which the Company has not elected fair value accounting, fair value is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. Most of the Company's debt is carried on the consolidated balance sheet on a historical cost basis net of unamortized discounts and premiums, because the Company has not elected the fair value option of accounting. However, for the Senior Convertible Notes Due 2022 and the 6% Notes Due 2021, the Company elected fair value accounting, so that balances reported for those debt instruments represent fair value as of the applicable balance sheet date; see Note 3, "Fair Value Measurement", for additional information. Changes in fair value of the Senior Convertible Notes Due 2022 and the 6% Convertible Notes Due 2021 are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of debt”. For all debt instruments, including any for which the Company has elected fair value accounting, the Company classifies interest that has been accrued during each period as Interest expense on the consolidated statements of operations. |
Derivatives | Derivatives 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 has evaluated the terms and features of its convertible notes payable and convertible preferred stock and identified compound embedded derivatives requiring bifurcation and accounting at fair value, using the valuation techniques mentioned in the Fair Value Measurements section of this Note, because the economic and contractual characteristics of the embedded derivatives met the criteria for bifurcation and separate accounting due to the instruments containing conversion options, certain “make-whole interest” provisions, down-round conversion price adjustment provisions and/or conversion rate adjustments, and mandatory redemption features that are not clearly and closely related to the debt host instrument. Prior to the adoption of ASU 2017-11, certain previously issued warrants with a fair value of $41 million issued in conjunction with the convertible debt and equity financings were freestanding financial instruments and classified as derivative liabilities as of December 31, 2019. Upon adoption of ASU 2017-11 on January 1, 2019, these freestanding instruments met the criteria to be accounted for within equity and the $41 million derivative liability balance was reclassified to stockholders’ equity. |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interests represent the portion of net income (loss), net assets and comprehensive income (loss) that is not allocable to the Company, in situations where the Company consolidates its equity investment in a joint venture for which there are other owners. The amount of noncontrolling interest is comprised of the amount of such interests at the date of the Company's original acquisition of an equity interest in a joint venture, plus the other shareholders' share of changes in equity since the date the Company made an investment in the joint venture. |
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 (primarily certificates of deposits) 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of renewable products, licenses of and royalties from intellectual property, and grants and collaborative research and development services. Revenue is measured based on the consideration specified in a contract with a customer, and transaction price is allocated utilizing stand-alone selling price. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring control over a product or service to a customer. The Company generally does not incur costs to obtain new contracts. The costs to fulfill a contract are expensed as incurred. The Company accounts for a contract when it has approval and commitment to perform from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of the consideration is probable. Changes to contracts are assessed for whether they represent a modification or should be accounted for as a new contract. The Company considers the following indicators, among others, when determining if it is acting as a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified goods or service, (ii) the Company has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) the Company has discretion in establishing the price for the specified good or service. If a transaction does not meet the Company's indicators of being a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis. The Company’s significant contracts and contractual terms with its customers are presented in Note 9, "Revenue Recognition". The Company recognizes revenue when control has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) the Company has a right to receive payment for the product or service, (ii) the customer has legal title to the product, (iii) the Company has transferred physical possession of the product to the customer, (iv) the customer has the significant risk and rewards of ownership of the product and (v) the customer has accepted the product. For most of the Company's renewable products customers, supply agreements between the Company and each customer indicate when transfer of title occurs. In some cases, the Company may make a payment to a customer. When that occurs, the Company evaluates whether the payment is for a distinct good or service receivable from the customer. If the fair value of the goods or services receivable is greater than or equal to the amount paid to the customer, then the entire payment is treated as a purchase. If, on the other hand, the fair value of goods or services is less than the amount paid, then the difference is treated as a reduction in transaction price of the Company's sales to the customer or a reduction of cumulative to-date revenue recognized from the customer in the period the payment is made or goods or services are received from the customer. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company's contracts may contain multiple performance obligations if a promise to transfer the individual goods or services is separately identifiable from other promises in the contracts and, therefore, is considered distinct. For contracts with multiple performance obligations, the Company determines the standalone selling price of each performance obligation and allocates the total transaction price using the relative selling price basis. The following is a description of the principal goods and services from which the Company generates revenue. Renewable Product Sales Revenues from renewable product sales are recognized as a distinct performance obligation on a gross basis as the Company is acting as a principal in these transactions, with the selling price to the customer recorded net of discounts and allowances. Revenues are recognized at a point in time when control has passed to the customer, which typically is upon the renewable products leaving the Company’s facilities with the first transportation carrier. The Company, on occasion, may recognize revenue under a bill and hold arrangement, whereby the customer requests and agrees to purchase product but requests delivery at a later date. Under these arrangements, control transfers to the customer when the product is ready for delivery, which occurs when the product is identified separately as belonging to the customer, the product is ready for shipment to the customer in its current form, and the Company does not have the ability to direct the product to a different customer. It is at this point that the Company has the right to receive payment, the customer obtains legal title, and the customer has the significant risks and rewards of ownership. The Company’s renewable product sales do not include rights of return, except for direct-to-consumer products, for which the Company estimates sales returns subsequent to sale and reduces revenue accordingly. For renewable products other than direct-to-consumer, returns are accepted only 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 Licenses and Royalties Licensing of Intellectual Property: When the Company’s intellectual property licenses are determined to be distinct from the other performance obligations identified in the arrangement, revenue is recognized from non-refundable, up-front fees allocated to the license at a point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For intellectual property licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front-fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognized. Royalties from Licensing of Intellectual Property: The Company earns royalties from the licensing of its intellectual property whereby the licensee uses the intellectual property to produce and sell its products to its customers and the Company shares in the profits. When the Company’s intellectual property license is the only performance obligation, or it is the predominant performance obligation in arrangements with multiple performance obligations, the Company applies the sales-based royalty exception which requires the Company to estimate the revenue that is recognized at a point in time when the licensee’s product sales occur. Estimates of sales-based royalty revenues are made using the most likely outcome method, which is the single amount in a range of possible amounts, using the best evidence available at the time, derived from the licensee’s historical sales volumes and sales prices of its products and recent commodity market pricing data and trends. Estimates are adjusted to actual or as new information becomes available. When the Company’s intellectual property license is not the predominant performance obligation in arrangements with multiple performance obligations, the royalty represents variable consideration and is allocated to the transaction price of the predominant performance obligation which generally is the supply of renewable products to the Company's customers. Revenue is estimated and recognized at a point in time when the renewable products are delivered to the customer. Estimates of the amount of variable consideration to include in the transaction price are made using the expected value method, which is the sum of probability-weighted amounts in a range of possible amounts determined based on the cost to produce the renewable product plus a reasonable margin for the profit share. The Company only includes an amount of variable consideration in the transaction price to the extent it is probable that a significant reversal in the cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Also, the transaction price is reduced for estimates of customer incentive payments payable by the Company for certain customer contracts. Grants and Collaborative Research and Development Services Collaborative Research and Development Services: The Company earns revenues from collaboration agreements with customers to perform research and development services to develop new molecules using the Company’s technology and to scale production of the molecules for commercialization and use in the collaborator’s products. The collaboration agreements generally include providing the Company's collaboration partners with research and development services and with licenses to the Company’s intellectual property to use the technology underlying the development of the molecules and to sell its products that incorporate the technology. The terms of the Company's collaboration agreements typically include one or more of the following: advance payments for the research and development services that will be performed, nonrefundable upfront license payments, milestone payments to be received upon the achievement of the milestone events defined in the agreements, and royalty payments upon the commercialization of the molecules in which the Company shares in the customer’s profits. Collaboration agreements are evaluated at inception to determine whether the intellectual property licenses represent distinct performance obligations separate from the research and development services. If the licenses are determined to be distinct, the non-refundable upfront license fee is recognized as revenue at a point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license while the research and development service fees are recognized over time as the performance obligations are satisfied. The research and development service fees represent variable consideration. Estimates of the amount of variable consideration to include in the transaction price are made using the expected value method, which is the sum of probability-weighted amounts in a range of possible amounts. The Company only includes an amount of variable consideration in the transaction price to the extent it is probable that a significant reversal in the cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Revenue is recognized over time using either an input-based measure of labor hours expended or a time-based measure of progress towards the satisfaction of the performance obligations. The measure of progress is evaluated each reporting period and, if necessary, adjustments are made to the measure of progress and the related revenue recognized. Collaboration agreements that include milestone payments are evaluated at inception to determine whether the milestone events are considered probable of achievement, and estimates are made of the amount of the milestone payments to include in the transaction price using the most likely amount method which is the single amount in a range of possible amounts. If it is probable that a significant revenue reversal will not occur, the estimated milestone payment amount is included in the transaction price. Each reporting period, the Company re-evaluates the probability of achievement of the milestone events and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative basis, which would affect collaboration revenues in the period of adjustment. Generally, revenue is recognized using an input-based measure of progress towards the satisfaction of the performance obligations which can be labor hours expended or time-based in proportion to the estimated total project effort or total projected time to complete. The measure of progress is evaluated each reporting period and, if necessary, adjustments are made to the measure of progress and the related revenue recognized. Certain performance obligations are associated with milestones agreed between the Company and its customer. Revenue generated from the performance of services in accordance with these milestones is recognized upon confirmation from the customer that the milestone has been achieved. In these cases, amounts recognized are constrained to the amount of consideration received upon achievement of the milestone. The Company generally invoices its collaboration partners on a monthly or quarterly basis, or upon the completion of the effort or achievement of a milestone, based on the terms of each agreement. Contract liabilities arise from amounts received in advance of performing the research and development activities and are recognized as revenue in future periods as the performance obligations are satisfied. Grants: The Company earns revenues from grants with government agencies to, among other things, provide research and development services to develop molecules using the Company’s technology, and create research and development tools to improve the timeline and predictability for scaling molecules from proof of concept to market by reducing time and costs. Grants typically consist of research and development milestone payments to be received upon the achievement of the milestone events defined in the agreements. The milestone payments are evaluated at inception to determine whether the milestone events are considered probable of achievement and estimates are made of the amount of the milestone payments to include in the transaction price using the most likely amount method which is the single amount in a range of possible amounts. If it is probable that a significant revenue reversal will not occur, the estimated milestone payment amount is included in the transaction price. Each reporting period, the Company re-evaluates the probability of achievement of the milestone events and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative basis, which would affect grant revenues in the period of adjustment. Revenue is recognized over time using a time-based measure of progress towards the satisfaction of the performance obligations. The measure of progress is evaluated each reporting period and, if necessary, adjustments are made to the measure of progress and the related revenue recognized. The Company receives certain consideration from AICEP Portugal Global (AICEP), and entity funded by government of Portugal, under the Consortium Internal Regulatory Agreement and an AICEP Investment Contract (the “Agreements”) entered |
Cost of Products Sold | Cost of Products Sold Cost of products sold includes the production costs of renewable products, which include the cost of raw materials, in-house manufacturing labor and overhead, amounts paid to contract manufacturers, including amortization of tolling fees, and period costs including inventory write-downs resulting from applying lower of cost or net realizable value inventory adjustments. Cost of products sold also includes certain costs related to the scale-up of production. Shipping and handling costs charged to customers are recorded as revenues. Outbound shipping costs incurred are included in cost of products sold. Such charges were not material for any of the periods presented. The Company recognizes deferred cost of products sold as an asset on the balance sheet when a cost is incurred in connection with a revenue performance obligation that will not be fulfilled until a future period. The Company also recorded a deferred cost of products asset in 2018 and 2019 for the fair value of amounts paid to DSM under a supply agreement for manufacturing capacity to produce its sweetener product at the Brotas facility in Brazil. The deferred cost of products sold asset is expensed to cost of products sold on a units of production basis over the five |
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 extinguishments of debt, including instances where the terms of a debt instrument are modified in a manner that significantly changes the underlying cash flows, the difference between the reacquisition consideration and the net carrying amount of the debt being extinguished should be recognized as gain or loss when the debt is extinguished. Losses from debt extinguishment are shown in the consolidated statements of operations under "Other income (expense)" as "Loss upon extinguishment of debt". |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based employee compensation plans under the fair value recognition and measurement provisions of U.S. GAAP. Those provisions require all stock-based payments to employees, including grants of stock options and restricted stock units (RSUs), to be measured using the grant-date fair value of each award. The Company recognizes stock-based compensation expense net of expected forfeitures over each award's requisite service period, which is generally the vesting term. Expected forfeiture rates are estimated based on the Company's historical experience. Stock-based compensation plans are described more fully in Note 11, "Stock-based Compensation". |
Income Taxes | Income Taxes The Company is subject to income taxes in the United States and foreign jurisdictions and uses estimates to determine its provisions for income taxes. The Company uses the asset and liability method of accounting for income taxes, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. The Company recognizes a valuation allowance against its net deferred tax assets unless it is more likely than not that such deferred tax assets will be realized. This assessment requires judgement as to the likelihood and amounts of future taxable income by tax jurisdiction. |
Foreign Currency Translation | Foreign Currency Translation The assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, are translated from their respective functional currencies into U.S. dollars at the rates in effect at each balance sheet date, and revenue and expense amounts are translated at average rates during each period, with resulting foreign currency translation adjustments recorded in other comprehensive loss, net of tax, in the consolidated statements of stockholders’ deficit. As of December 31, 2019 and 2018, cumulative translation adjustment, net of tax, were $43.8 million and $43.3 million, respectively. Where the U.S. dollar is the functional currency, remeasurement adjustments are recorded in other income (expense), net in the accompanying consolidated statements of operations. Net losses resulting from foreign exchange transactions were $0.2 million and $1.6 million for the years ended December 31, 2019 and 2018, respectively and are recorded in other income (expense), net in the consolidated statements of operations. |
New Accounting Standards or Updates Recently Adopted and Recent Accounting Standards or Updates Not Yet Effective | New Accounting Standards or Updates Recently Adopted During the year ended December 31, 2019 the Company adopted the following Accounting Standards Updates (ASUs): Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02) . The standard requires the recognition of lease liabilities and right-of-use (ROU) assets on the balance sheet arising from lease transactions at the lease commencement date and the disclosure of key information about leasing arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provided entities the option to use the effective date as the date of initial application on transition to the new guidance. The Company elected this transition method, and as a result, the Company did not adjust comparative information for prior periods. The Company elected certain additional practical expedients permitted by the new guidance allowing the Company to carry forward historical accounting related to lease identification and classification for existing leases upon adoption. The Company adopted this standard on January 1, 2019 using the modified retrospective approach and elected the package of practical expedients permitted under transition guidance, which allowed the Company to carry forward its historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs, where applicable. The Company did not elect the practical expedient allowing the use-of-hindsight which would require the Company to reassess the lease term of its leases based on all facts and circumstances through the effective date and did not elect the practical expedient pertaining to land easements as this is not applicable to the Company’s current contracts. The Company elected the post-transition practical expedient to not separate lease components from non-lease components for all leases of manufacturing equipment. The Company also elected a policy of not recording leases on its condensed consolidated balance sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to purchase the leased asset. The Company's adoption of this standard had the effect of increasing assets and liabilities by $25.7 million, after considering prepaid and other current and noncurrent assets previously recorded on the condensed consolidated balance sheet but did not have a material impact on the condensed consolidated statements of operations or cash flows. The most significant impact relates to (1) the recognition of new ROU assets and lease liabilities on the balance sheet for the Company's operating leases; and (2) providing significant new disclosures about the Company's leasing activities. Upon adoption, the Company recognized operating lease liabilities of $33.6 million, based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company also recognized ROU assets of $29.7 million, which represents the operating lease liability, adjusted for prepaid expenses and deferred rent. The difference between the operating lease ROU assets and lease liabilities reflects the net of advanced rent payments and deferred rent balances that were derecognized at the time of adoption. Financial Instruments with "Down Round" Features In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): Accounting for Certain Financial Instruments with Down Round Features . The amendments of this ASU update the classification analysis of certain equity-linked financial instruments, or embedded features, with down round features, as well as clarify existing disclosure requirements for equity-classified instruments. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The accounting standard update became effective in the first quarter of fiscal year 2019, and the Company adopted the standard using a modified retrospective approach. Since the adoption of ASU 2017-11 would have classified the warrants effected as equity at inception, the cumulative-effect adjustment should (i) record the issuance date value of the warrants as if they had been equity classified at the issuance date, (ii) reverse the effects of changes in the fair value of the warrants that had been recorded in the statement of operations of each period, and (iii) eliminate the derivative liabilities from the balance sheet. Upon adoption, the Company (i) recorded an increase of $32.5 million to additional paid-in capital, (ii) recorded a decrease to accumulated deficit of $8.5 million and (iii) decreased the warrant liability by $41.0 million. Recent Accounting Standards or Updates Not Yet Effective Fair Value Measurement In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which amends ASC 820, Fair Value Measurement . ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. The accounting standard update will be effective beginning in the first quarter of fiscal year 2020, with removed and modified disclosures to be adopted on a retrospective basis, and new disclosures to be adopted on a prospective basis. The Company does not believe that the impact of the new standard on its consolidated financial statements will be material. Collaborative Revenue Arrangements In November 2018, the FASB issued ASU 2018-18, Clarifying the Interaction between Topic 808 and Topic 606 , that clarifies the interaction between the guidance for certain collaborative arrangements and Topic 606, the new revenue recognition standard. A collaborative arrangement is a contractual arrangement under which two or more parties actively participate in a joint operating activity and are exposed to significant risks and rewards that depend on the activity’s commercial success. The ASU provides guidance on how to assess whether certain transactions between collaborative arrangement participants should be accounted for within the revenue recognition standard. The accounting standard update will be effective beginning in the first quarter of fiscal year 2020 retroactively. The Company does not believe that the impact of the new standard on its consolidated financial statements will be material. Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity's portfolio. ASU 2016-13 will become effective for the Company beginning in the first quarter of fiscal year 2020. The Company does not believe that the impact of the new standard on its consolidated financial statements will be material. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments- Credit Losses . This ASU clarifies and addresses certain items related to amendments in ASU 2016-13. This new guidance is effective for the Company beginning on January 1, 2020. This new guidance is not expected to have a material impact on the Company’s consolidated financial statements. Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes. This guidance will become effective for the Company in the first quarter of fiscal year 2021 on a prospective basis. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 . The guidance provides clarification of the interaction of rules for equity securities, the equity method of accounting and forward contracts and purchase options on certain types of securities. This new guidance is effective for the |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | Customers representing 10% or greater of accounts receivable were as follows: As of December 31, 2019 2018 Customer A (related party) 19% ** Customer B 21% 24% Customer C ** 19% Customer E ** 11% Customer F 10% ** ______________ ** Less than 10% Customers representing 10% or greater of revenue were as follows: Years Ended December 31, Year First Customer 2019 2018 Customer A (related party) 2017 35% 17% Customer B 2014 10% 18% Customer C 2014 ** 13% Customer D 2014 ** 13% Customer G 2019 12% * ______________ * Not a customer |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Allowance for Doubtful Accounts | Allowance for doubtful accounts activity and balances were as follows: (In thousands) Balance at Beginning of Year Provisions Write-offs, Net Balance at End of Year Allowance for doubtful accounts: Year Ended December 31, 2019 $ 642 $ 110 $ (707) $ 45 Year Ended December 31, 2018 $ 642 $ — $ — $ 642 |
Inventories | Inventories December 31, 2019 2018 Raw materials $ 3,255 $ 3,901 Work in process 7,204 539 Finished goods 17,311 5,253 Total inventories $ 27,770 $ 9,693 |
Deferred Cost of Products Sold | Deferred cost of products sold — related party December 31, 2019 2018 Deferred cost of products sold - related party $ 3,677 $ 489 Deferred cost of products sold, noncurrent - related party 12,815 2,828 Total $ 16,492 $ 3,317 |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets December 31, 2019 2018 Non-inventory production supplies $ 5,376 $ 2,391 Prepayments, advances and deposits 4,726 5,644 Recoverable taxes from Brazilian government entities 79 631 Other 2,569 1,900 Total prepaid expenses and other current assets $ 12,750 $ 10,566 |
Property, Plant and Equipment, Net | Property, plant and equipment, net December 31, 2019 2018 Machinery and equipment $ 48,041 $ 43,713 Leasehold improvements 41,478 39,922 Computers and software 9,822 9,987 Furniture and office equipment, vehicles and land 3,510 3,016 Construction in progress 9,752 1,749 Total property, plant and equipment, gross 112,603 98,387 Less: accumulated depreciation and amortization (83,673) (78,631) Total property, plant and equipment, net $ 28,930 $ 19,756 |
Lease, Cost | Information related to the Company's right-of-use assets and related lease liabilities were as follows: Year Ended December 31, 2019 Cash paid for operating lease liabilities, in thousands $ 17,809 Right-of-use assets obtained in exchange for new operating lease obligations (1) $ 33,264 Weighted-average remaining lease term 3.35 Weighted-average discount rate 18.1 % (1) Includes $29.7 million for operating leases existing on January 1, 2019 and $3.6 million for operating leases that commenced during the year ended December 31, 2019. Also, the Company renegotiated one of its operating leases during 2019, which resulted in a new financing lease. Approximately $7.7 million of Right-of-use assets under operating leases, net were reclassified to Right-of-use assets under financing leases, net related to this operating lease modification. |
Lessee Lease Liability Maturity | Maturities of lease liabilities as of December 31, 2019 were as follows: Years Ending December 31 Financing Leases Operating Leases Total Lease Obligations 2020 $ 4,490 $ 7,798 $ 12,288 2021 4,565 7,541 12,106 2022 — 7,719 7,719 2023 — 3,363 3,363 2024 — 192 192 Thereafter — — — Total future minimum payments 9,055 26,613 35,668 Less: amount representing interest (1,424) (6,951) (8,375) Present value of minimum lease payments 7,631 19,662 27,293 Less: current portion (3,465) (4,625) (8,090) Long-term portion $ 4,166 $ 15,037 $ 19,203 |
Other Assets | Other assets December 31, 2019 2018 Equity-method investment $ 4,734 $ — Contingent consideration 3,303 4,286 Deposits 295 2,465 Other 1,373 1,207 Total other assets $ 9,705 $ 7,958 |
Accrued and Other Current Liabilities | Accrued and other current liabilities December 31, 2019 2018 Accrued interest $ 8,209 $ 3,853 Payroll and related expenses 7,296 9,220 Contract termination fees 5,347 4,092 Ginkgo partnership payments obligation 4,319 2,155 Asset retirement obligation (1) 3,184 3,063 Professional services 2,968 1,173 Tax-related liabilities 1,685 2,139 Other 3,647 3,284 Total accrued and other current liabilities $ 36,655 $ 28,979 ______________ (1) The asset retirement obligation represents liabilities incurred but not yet discharged in connection with our 2013 abandonment of a partially constructed facility in Pradópolis, Brazil. |
Other Noncurrent Liabilities | Other noncurrent liabilities December 31, 2019 2018 Liability for unrecognized tax benefit $ 7,204 $ 6,582 Liability in connection with acquisition of equity-method investment 5,249 — Ginkgo partnership payments, net of current portion (See Note 4) 4,492 6,185 Refund liability 3,750 — Contract liabilities, net of current portion (1) 1,449 1,587 Deferred rent, net of current portion — 6,440 Contract termination fees, net of current portion — 1,530 Capital leases, net of current portion — 195 Other 880 673 Total other noncurrent liabilities $ 23,024 $ 23,192 ______________ (1) Contract liabilities, net of current portion at December 31, 2019 and 2018 includes $1,204 at each date in connection with DSM, which is a related party. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | As of December 31, 2019 and 2018, the Company’s financial liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows: December 31, 2019 2018 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Senior Convertible Notes Due 2022 $ — $ — $ 50,624 50,624 $ — $ — $ — $ — 6% Convertible Notes Due 2021 — — — — — — 57,918 57,918 Embedded derivatives bifurcated from debt instruments — — 2,832 2,832 — — — — Freestanding derivative instruments issued in connection with other debt and equity instruments — — 6,971 6,971 — — 42,796 42,796 Total liabilities measured and recorded at fair value $ — $ — $ 60,427 $ 60,427 $ — $ — $ 100,714 $ 100,714 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | For the year ended December 31, 2019, the Company recorded a $3.8 million gain from change in fair value of debt in connection with the initial issuance and subsequent fair value remeasurement of the Senior Convertible Notes Due 2022, as follows: In thousands Fair value at November 14, 2019 $ 54,425 Less: Gain from change in fair value (3,801) Fair value at December 31, 2019 $ 50,624 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation of the beginning and ending balances for the Company's derivative liabilities recognized in connection with the issuance of debt and equity instruments – either freestanding or compound embedded – measured at fair value using significant unobservable inputs (Level 3): (In thousands) Equity-related Derivative Liability Debt-related Derivative Liability Total Derivative Liability Balance at December 31, 2018 $ 41,272 $ 1,524 $ 42,796 Derecognition upon adoption of ASU 2017-11 (39,513) (1,524) (41,037) Fair value of derivative liabilities issued during the period — 15,158 15,158 Change in fair value of derivative liabilities 2,039 (4,816) (2,777) Derecognition on extinguishment (3,798) (539) (4,337) Balance at December 31, 2019 $ — $ 9,803 $ 9,803 |
Fair Value Measurement Inputs and Valuation Techniques | Input assumptions for these freestanding instruments are as follows: Input assumptions for liability classified warrants: Range Fair value of common stock on issue date $3.09 – $4.76 Expected volatility 94% - 105% Risk-free interest rate 1.58% - 1.67% Dividend yield 0.0 % The market-based assumptions and estimates used in valuing the compound embedded and freestanding derivative liabilities include amounts in the following ranges/amounts: December 31, 2019 2018 Risk-free interest rate 1.6% - 1.7% 2.5% - 3.0% Risk-adjusted discount yield 20.0% - 27.0% 17.2% - 27.3% Stock price volatility 45% 45.0% - 85.0% Probability of change in control 5.0% 0.0% Stock price $3.09 $3.34 Credit spread 18.4% - 25.4% 14.6% - 24.9% Estimated conversion dates 2022 - 2023 2019 - 2025 |
Fair Value of Consideration | The fair value of the consideration transferred to DSM under the combined arrangement totaled $33.3 million and was allocated as follows (in thousands): Element Fair Value Allocation Manufacturing capacity reservation fee $ 24,395 Legal settlement and consent waiver 6,764 Working capital adjustment 2,145 Total fair value of consideration transferred $ 33,304 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Future minimum payments under the debt agreements as of December 31, 2019 are as follows: Years ending December 31 Convertible Notes Loans Payable and Credit Facilities Related Party Convertible Notes Related Party Loans Payable and Credit Facilities Total 2020 $ 43,384 $ 26,324 $ 10,437 $ 33,730 $ 113,875 2021 40,177 3,342 — 53,566 97,085 2022 — 15,177 — 113,818 128,995 2023 — 13,011 — 24,323 37,334 2024 — 398 — — 398 Thereafter — 1,870 — — 1,870 Total future minimum payments 83,561 60,122 10,437 225,437 379,557 Less: amount representing interest (1) (17,561) (11,626) (259) (52,649) (82,095) Less: future conversion of accrued interest to principal — — — — — Present value of minimum debt payments 66,000 48,496 10,178 172,788 297,462 Less: current portion of debt principal (31,800) (21,193) (10,178) (11,380) (74,551) Noncurrent portion of debt principal $ 34,200 $ 27,303 $ — $ 161,408 $ 222,911 ______________ (1) Excluding net debt discount of $20.3 million that will be amortized to interest expense over the term of the debt. |
Schedule of Extinguishment of Debt | The Company recorded a $1.9 million loss of debt extinguishment as of December 31, 2019, determined as follows: In thousands Fair value at December 31, 2018 $ 57,918 Less: principal paid in cash during 2019 (13,395) Less: principal converted to common stock during 2019 (15,000) Loss on change in fair value during 2019 18,303 Accrued interest 3,168 Carrying value of registration rights liability 5,757 Net carrying value at extinguishment 56,751 Total reacquisition price 58,640 Loss on debt extinguishment $ 1,889 |
Schedule of Related Party Transactions | The notes payable to Foris are comprised of the following (amounts in thousands): Description Date Issued Original Loan Amount Balance at December 31, 2019 Interest Rate per Annum Maturity Date Foris $19 Million Note August 28, 2019 $ 19,000 $ 19,000 12.0% January 1, 2023 Foris LSA April 15, 2019 36,000 96,351 12.5% For $81.0 million borrowed prior to November 27, 2019, the maturity date is July 1, 2022; for $10.0 million borrowed November 27, 2019, the maturity date is March 31, 2023. $ 55,000 $ 115,351 |
Schedule of Debt | The loans payable to Nikko Chemicals Co., Ltd. at December 31, 2019 are comprised of the following (amounts in thousands): Description Date Issued Original Loan Amount Balance at December 31, 2019 Interest Rate per Annum Maturity Date Nikko $5.0M Note July 29, 2019 $ 5,000 $ 5,000 5.00% December 18, 2020 Nikko $4.5M Note December 19, 2019 4,500 4,500 2.75% January 31, 2020 Nikko $3.9M Note December 19, 2016 3,900 2,862 5.00% December 1, 2029 Nikko $1.5M Note B August 3, 2017 1,500 900 2.75% August 1, 2020 Nikko $450K Note December 9, 2019 450 450 2.75% March 31, 2020 Nikko $350K Note November 20, 2019 350 350 2.75% January 31, 2020 Nikko $200K Capex Loan February 1, 2019 200 171 5.00% January 1, 2026 Nikko $500K Note October 31, 2019 500 84 2.75% January 10, 2020 $ 16,400 $ 14,317 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Debt Conversions | In connection with various debt transactions (see Note 4, "Debt"), the Company issued certain convertible notes and preferred shares that are convertible into shares of common stock as follows as of December 31, 2019, at any time at the election of each debtholder: Number of Shares Instrument Is Convertible into as of December 31, 2019 Senior convertible notes due 2022 13,200,000 2014 Rule 144A convertible notes 181,238 Series D preferred stock (8,280 shares outstanding at December 31, 2019) 1,943,661 15,324,899 |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table summarizes warrant activity for the year ended December 31, 2019: Transaction Year Issued Expiration Date Number Outstanding as of December 31, 2018 Additional Warrants Issued Exercises Expiration Exercise Price per Share of Warrants Exercised Number Outstanding as of December 31, 2019 Exercise Price per Share as of December 31, 2019 Foris LSA warrants 2019 August 14, 2021 — 3,438,829 — — $ — 3,438,829 $2.87 November 2019 Foris warrant 2019 November 27, 2021 — 1,000,000 — — $ — 1,000,000 $3.87 August 2019 Foris warrant 2019 August 28, 2021 — 4,871,795 — — $ — 4,871,795 $3.90 April 2019 PIPE warrants 2019 April 6, 2021, April 29, 2021 and May 3, 2021 — 8,084,770 — — $ — 8,084,770 $3.90/$4.76/$5.02 April 2019 Foris warrant 2019 April 16, 2021 — 5,424,804 — — $ — 5,424,804 $2.87 September and November 2019 Investor Credit Agreement warrants 2019 September 10, 2021 and November 14, 2021 — 5,233,551 — — $ — 5,233,551 $3.87/$3.90 Naxyris LSA warrants 2019 October 28, 2021 — 2,000,000 — — $ — 2,000,000 $2.87 October 2019 Naxyris warrant 2019 October 28, 2021 — 2,000,000 — — $ — 2,000,000 $3.87 May-June 2019 6% Note Exchange warrants 2019 May 15, 2021 and June 24, 2021 — 2,181,818 — — $ — 2,181,818 $2.87/$5.12 May 2019 6.50% Note Exchange warrants 2019 May 10, 2021 and May 14, 2021 — 1,744,241 — — $ — 1,744,241 $3.90/$5.02 July 2019 Wolverine warrant 2019 July 8, 2021 — 1,080,000 — — $ — 1,080,000 $2.87 August 2018 warrant exercise agreements 2018 May 17, 2020 and May 20, 2020 12,097,164 — — — $ — 12,097,164 $2.87/$7.52 April 2018 warrant exercise agreements 2018 July 12, 2019 3,616,174 — — (3,616,174) $ — — $ — May 2017 cash warrants 2017 July 10, 2022 6,244,820 — (166,664) — $ 2.87000 6,078,156 $2.87 August 2017 cash warrants 2017 August 7, 2022 3,968,116 — — — $ 0.00015 3,968,116 $2.87 May 2017 dilution warrants 2017 July 10, 2022 47,978 4,795,924 (1,758,009) — $ 0.00015 3,085,893 $0.0015 August 2017 dilution warrants 2017 May 23, 2023 — 3,028,983 — — $ — 3,028,983 $0.0001 February 2016 related party private placement 2016 February 12, 2021 171,429 — — — $ — 171,429 $0.15 July 2015 related party debt exchange 2015 July 29, 2020 and July 29, 2025 133,334 — — — $ — 133,334 $0.15 July 2015 private placement 2015 July 29, 2020 81,197 — (8,547) — $ 0.15000 72,650 $0.15 July 2015 related party debt exchange 2015 July 29, 2020 58,690 — — — $ — 58,690 $0.15 July 2015 related party debt exchange 2015 July 29, 2020 471,204 245,558 (716,762) — $ 0.15000 — $ — Other 2011 December 23, 2021 1,406 — — — $ — 1,406 $160.05 26,891,512 45,130,273 (2,649,982) (3,616,174) $ 0.22166 65,755,629 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net loss per share of common stock attributable to Amyris, Inc. com mon stockholders: Years Ended December 31, 2019 2018 Numerator: Net loss attributable to Amyris, Inc. $ (242,767) $ (230,235) Less deemed dividend to preferred shareholder on issuance and modification of common stock warrants (34,964) — Less deemed dividend related to proceeds discount upon conversion of Series D preferred stock — (6,852) Add: losses allocated to participating securities 7,380 13,991 Net loss attributable to Amyris, Inc. common stockholders, basic (270,351) (223,096) Adjustment to losses allocated to participating securities 137 — Gain from change in fair value of derivative instruments (4,963) — Net loss attributable to Amyris, Inc. common stockholders, diluted $ (275,177) $ (223,096) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic 101,370,632 60,405,910 Basic loss per share $ (2.67) $ (3.69) Weighted-average shares of common stock outstanding 101,370,632 60,405,910 Effect of dilutive common stock warrants (74,057) — Weighted-average common stock equivalents used in computing net income (loss) per share of common stock, diluted 101,296,575 60,405,910 Diluted loss per share $ (2.72) $ (3.69) |
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, 2019 2018 Period-end common stock warrants 59,204,650 25,986,370 Convertible promissory notes (1) 13,381,238 13,703,162 Period-end stock options to purchase common stock 5,620,419 5,392,269 Period-end restricted stock units 5,782,651 5,294,848 Period-end preferred shares on an as-converted basis 1,943,661 2,955,732 Total potentially dilutive securities excluded from computation of diluted net loss per share 85,932,619 53,332,381 ______________ (1) The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect at the respective year-end. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price under certain circumstances, which could potentially increase the dilutive shares outstanding. Another portion of the convertible promissory notes issued carries a provision for an increase in the conversion rate under certain circumstances, which could also potentially increase the dilutive shares outstanding. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present revenue by primary geographical market, based on the location of the customer, as well as by major product and service: 2019 2018 Years Ended December 31, Renewable Products Licenses and Royalties Grants and Collaborations TOTAL Renewable Products Licenses and Royalties Grants and Collaborations TOTAL Europe $ 10,092 $ 54,043 $ 6,674 $ 70,809 $ 7,576 $ 7,658 $ 14,172 $ 29,406 United States 34,295 — 24,376 58,671 16,292 — 9,948 26,240 Asia 11,503 — 7,477 18,980 8,664 — (2,333) 6,331 Brazil 3,612 — 115 3,727 381 — 561 942 Other 370 — — 370 685 — — 685 $ 59,872 $ 54,043 $ 38,642 $ 152,557 $ 33,598 $ 7,658 $ 22,348 $ 63,604 |
Revenue in Connection with Significant Revenue Agreement | For the years ended December 31, 2019 and 2018 , the Company recognized revenue in connection with significant revenue agreements and from all other customers as follows: 2019 2018 Years Ended December 31, Renewable Products Licenses and Royalties Grants and Collaborations TOTAL Renewable Products Licenses and Royalties Grants and Collaborations TOTAL Revenue from significant revenue agreements with: DSM (related party) $ 10 $ 49,051 $ 4,120 $ 53,181 $ 18 $ 5,958 $ 4,735 $ 10,711 Firmenich 8,591 4,992 1,413 14,996 3,727 1,700 5,717 11,144 Lavvan — — 18,342 18,342 — — — — Givaudan 7,477 — 1,500 8,977 4,078 — 4,358 8,436 DARPA — — 5,504 5,504 — — 8,436 8,436 Subtotal revenue from significant revenue agreements 16,078 54,043 30,879 101,000 7,823 7,658 23,246 38,727 Revenue from all other customers 43,794 — 7,763 51,557 25,775 — (898) 24,877 Total revenue from all customers $ 59,872 $ 54,043 $ 38,642 $ 152,557 $ 33,598 $ 7,658 $ 22,348 $ 63,604 |
Contract with Customer, Asset and Liability | The following table provides information about accounts receivable and contract liabilities from contracts with customers: December 31, 2019 2018 Accounts receivable, net $ 16,322 $ 16,003 Accounts receivable - related party, net $ 3,868 $ 1,349 Accounts receivable, unbilled - related party $ — $ 8,021 Contract assets $ 8,485 $ — Contract assets, noncurrent - related party $ 1,203 $ 1,203 Contract liabilities $ 1,353 $ 8,236 Contract liabilities, noncurrent (1) $ 1,449 $ 1,587 ______________ (1) The balances in contract liabilities, noncurrent are included in other noncurrent liabilities on the consolidated balance sheets. |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table provides information regarding the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) based on the Company's existing agreements with customers as of December 31, 2019. (In thousands) As of December 31, 2019 2020 $ 56,719 2021 52,313 2022 30,483 2023 and thereafter — Total from all customers $ 139,515 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Debt | Related party debt was as follows: 2019 2018 December 31, Principal Unaccreted Debt Discount Net Principal Unaccreted Debt Discount Net DSM notes $ 33,000 $ (4,621) $ 28,379 $ 25,000 $ (6,311) $ 18,689 Foris Foris notes 115,351 (9,516) 105,835 — — — 2014 Rule 144A convertible notes — — — 5,000 (181) 4,819 115,351 (9,516) 105,835 5,000 (181) 4,819 Naxyris note 24,437 (822) 23,615 — — — Temasek 2014 Rule 144A convertible note — — — 10,000 (435) 9,565 Total 2014 Rule 144A convertible note 10,178 — 10,178 9,705 (422) 9,283 $ 182,966 $ (14,959) $ 168,007 $ 49,705 $ (7,349) $ 42,356 |
Schedule of Related Party Revenues | The Company recognized revenue from related parties and from all other customers as follows: 2019 2018 Years Ended December 31, Renewable Products Licenses and Royalties Grants and Collaborations TOTAL Renewable Products Licenses and Royalties Grants and Collaborations TOTAL Revenue from related parties: DSM $ 10 $ 49,051 $ 4,120 $ 53,181 $ 18 $ 5,958 $ 4,735 $ 10,711 Total 46 — — 46 342 — — 342 Novvi — — — — — — — — Subtotal revenue from related parties 56 49,051 4,120 53,227 360 5,958 4,735 11,053 Revenue from all other customers 59,816 4,992 34,522 99,330 33,238 1,700 17,613 52,551 Total revenue from all customers $ 59,872 $ 54,043 $ 38,642 $ 152,557 $ 33,598 $ 7,658 $ 22,348 $ 63,604 |
Schedule of Related Party Accounts Receivables | Related party accounts receivable was as follows: December 31, 2019 2018 DSM $ 3,868 $ 1,071 Novvi — 188 Total — 90 Related party accounts receivable, net $ 3,868 $ 1,349 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-based compensation expense related to all employee stock compensation plans, including options, restricted stock units and ESPP, was as follows: Years Ended December 31, 2019 2018 Research and development $ 2,900 $ 1,797 Sales, general and administrative 9,654 7,393 Total stock-based compensation expense $ 12,554 $ 9,190 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The assumptions used to estimate the fair value of this award with performance and market vesting conditions were as follows: Stock Option Award with Performance and Market Vesting Conditions: Fair value of the Company’s common stock on grant date $ 5.08 Expected volatility 70 % Risk-free interest rate 2.75 % Dividend yield 0.0 % Years Ended December 31, 2019 2018 Expected dividend yield —% —% Risk-free interest rate 1.8% 2.8% Expected term (in years) 6.9 6.9 Expected volatility 84% 80% |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Stock option activity is summarized as follows: Year ended December 31, 2019 2018 Options granted 530,140 4,337,119 Weighted-average grant-date fair value per share $ 3.83 $ 5.18 Compensation expense related to stock options (in millions) $ 2.0 $ 2.6 Unrecognized compensation costs as of December 31 (in millions) $ 4.5 $ 8.5 |
Share-based Payment Arrangement, Option and Stock Appreciation Rights, Activity | The Company’s stock option activity and related information for the year ended December 31, 2019 was as follows: Number of Stock Options Weighted- Weighted-average Aggregate Outstanding - December 31, 2018 5,390,270 $ 11.55 8.5 $ 29 Options granted 530,140 $ 3.83 Options exercised (7,445) $ 3.60 Options forfeited or expired (292,546) $ 17.18 Outstanding - December 31, 2019 5,620,419 $ 10.27 7.8 $ 24 Vested or expected to vest after December 31, 2019 5,037,260 $ 10.88 7.7 $ 23 Exercisable at December 31, 2019 1,314,113 $ 27.46 6.1 $ 10 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The Company’s RSU and restricted stock activity and related information for the year ended December 31, 2019 was as follows: Number of Restricted Stock Units Weighted-average Grant-date Weighted-average Remaining Contractual Life Outstanding - December 31, 2018 5,294,803 $ 5.50 1.4 Awarded 2,996,660 $ 3.96 Vested (1,891,931) $ 5.51 Forfeited (616,881) $ 4.84 Outstanding - December 31, 2019 5,782,651 $ 4.77 1.7 Vested or expected to vest after December 31, 2019 5,338,558 $ 4.78 1.6 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of loss before income taxes are as follows: Years Ended December 31, 2019 2018 United States $ (227,614) $ (218,109) Foreign (14,524) (12,125) Loss before income taxes $ (242,138) $ (230,234) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes are as follows: Years Ended December 31, 2019 2018 Current: Federal $ 621 $ — State — — Foreign 8 — Total current provision 629 — Deferred: Federal — — State — — Foreign — — Total deferred benefit — — Total provision for income taxes $ 629 $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of loss before income taxes is as follows: Years Ended December 31, 2019 2018 Statutory tax rate (21.0) % (21.0) % Federal R&D credit (0.7) % (0.6) % Derivative liability 4.7 % 4.3 % Nondeductible interest 1.0 % 1.0 % Other 2.4 % (0.1) % Foreign losses 0.9 % 0.9 % Change in valuation allowance 13.0 % 15.5 % Effective income tax rate 0.3 % — % |
Schedule of Deferred Tax Assets and Liabilities | Temporary differences and carryforwards that gave rise to significant portions of deferred taxes are as follows: December 31, 2019 2018 Net operating loss carryforwards $ 88,513 $ 57,921 Property, plant and equipment 8,239 9,269 Research and development credits 15,002 12,046 Foreign tax credit — — Accruals and reserves 13,934 8,526 Stock-based compensation 6,164 6,496 Disallowed interest carryforward 7,072 2,359 Capitalized research and development costs 21,723 27,888 Intangible and others 2,503 3,114 Equity investments 304 156 Total deferred tax assets 163,454 127,775 Operating leases right-of-use assets (2,643) — Debt discount and derivatives (7,176) (3,750) Total deferred tax liabilities (9,819) (3,750) Net deferred tax assets prior to valuation allowance 153,635 124,025 Less: valuation allowance (153,635) (124,025) Net deferred tax assets $ — $ — |
Summary of Valuation Allowance | Activity in the deferred tax assets valuation allowance is summarized as follows: (In thousands) Balance at Beginning of Year Additions Reductions / Charges Balance at End of Year Deferred tax assets valuation allowance: Year ended December 31, 2019 $ 124,025 $ 29,610 $ — $ 153,635 Year ended December 31, 2018 $ 81,086 $ 42,939 $ — $ 124,025 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: (In thousands) Balance at December 31, 2017 $ 28,833 Increases in tax positions for prior period 55 Increases in tax positions during current period 1,239 Balance at December 31, 2018 30,127 Increases in tax positions for prior period — Increases in tax positions during current period 1,411 Balance at December 31, 2019 $ 31,538 |
Geographical Information (Table
Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | December 31, 2019 2018 United States $ 13,799 $ 10,404 Brazil 14,277 6,447 Europe 854 198 $ 28,930 $ 17,049 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) R$ in Millions | May 10, 2019BRL (R$) | Jan. 01, 2019USD ($) | Jan. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 15, 2019USD ($) | Oct. 28, 2019USD ($) | Aug. 14, 2019USD ($) | May 10, 2019USD ($) | Dec. 10, 2018USD ($) | Dec. 06, 2018 |
Debt Instrument [Line Items] | |||||||||||
Working capital | $ (86,700,000) | ||||||||||
Accumulated deficit | 1,755,653,000 | $ 1,521,417,000 | |||||||||
Deferred discount and issuance costs | 20,314,000 | 17,142,000 | |||||||||
Loss (gain) from change in fair value of debt | (15,376,000) | 2,082,000 | |||||||||
Long-term debt | 261,772,000 | 209,697,000 | |||||||||
Long-term debt, current maturities, including due to related parties | (63,805,000) | (147,677,000) | |||||||||
Debt, current portion | 45,313,000 | 124,010,000 | |||||||||
Long term debt, excluding current maturities | 48,452,000 | 43,331,000 | |||||||||
Debt Instrument, Amount, Failed To Pay | $ 5,200,000 | ||||||||||
Cash, cash equivalents, and short-term investments | 270,000 | ||||||||||
Loss on divestiture | 0 | (1,778,000) | |||||||||
Accumulated other comprehensive loss | (43,804,000) | (43,343,000) | |||||||||
(Gain) loss on foreign currency exchange rates | (22,000) | (2,223,000) | |||||||||
Total assets | 160,966,000 | 127,925,000 | |||||||||
Operating lease, liability | 19,662,000 | ||||||||||
Operating lease asset | 13,203,000 | ||||||||||
Derivative liabilities | $ 41,000,000 | $ 41,000,000 | |||||||||
Assurance Type Warranty, Term | 2 years | ||||||||||
Capitalized Contract Cost, Amortization Period | 5 years | ||||||||||
Cash and cash equivalents | $ 270,000 | 45,353,000 | |||||||||
The Joint Venture | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Joint Ventures, Terms, Purchase Price Of Fixed Assets | R$ 2.5 | $ 3,000,000 | |||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | |||||||||
Joint Venture, Terms, Threshold Of Days For Cash Contribution | 60 days | ||||||||||
Joint Ventures, Terms, Aggregate Cash Contribution Due | R$ | R$ 9.0 | ||||||||||
Joint Venture, Terms, Threshold Of Months For Contribution Of Supply Agreements | 6 months | ||||||||||
Joint Venture, Terms, Period Of Entitlement To Certain Priority Fixed Cumulative Dividends | 10 years | ||||||||||
Accounting Standards Update 2016-02 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total assets | 25,700,000 | ||||||||||
Operating lease, liability | 33,600,000 | ||||||||||
Operating lease asset | 29,700,000 | ||||||||||
Accounting Standards Update 2017-11 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Accumulated deficit | (8,500,000) | ||||||||||
Increase (decrease) in derivative liabilities | 41,000,000 | ||||||||||
Additional paid in capital | $ 32,500,000 | ||||||||||
Other Expense, Net | |||||||||||
Debt Instrument [Line Items] | |||||||||||
(Gain) loss on foreign currency exchange rates | $ (200,000) | $ 1,600,000 | |||||||||
Machinery, Equipment, and Fixtures | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Property, plant and equipment, useful life | 3 years | ||||||||||
Machinery, Equipment, and Fixtures | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Property, plant and equipment, useful life | 15 years | ||||||||||
Building | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Property, plant and equipment, useful life | 15 years | ||||||||||
Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 60,000,000 | ||||||||||
Debt conversion, converted instrument, amount | 75,000,000 | ||||||||||
Convertible Senior Notes, 6.0% Due in 2021 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 60,000,000 | ||||||||||
Interest rate per annum | 6.00% | 6.00% | |||||||||
The Naxyris Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 24,400,000 | $ 10,400,000 | |||||||||
Interest rate per annum | 12.00% | ||||||||||
Total Raffinage Chimie, Nikko Chemicals Co. Ltd and Schottenfeld Group LLC | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 17,600,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable | Customer A | ||
Concentration risk, percentage | 19.00% | |
Accounts Receivable | Customer B | ||
Concentration risk, percentage | 21.00% | 24.00% |
Accounts Receivable | Customer C | ||
Concentration risk, percentage | 19.00% | |
Accounts Receivable | Customer E | ||
Concentration risk, percentage | 11.00% | |
Accounts Receivable | Customer F | ||
Concentration risk, percentage | 10.00% | |
Revenues | Customer A | ||
Concentration risk, percentage | 35.00% | 17.00% |
Revenues | Customer B | ||
Concentration risk, percentage | 18.00% | |
Revenues | Customer C | ||
Concentration risk, percentage | 13.00% | |
Revenues | Customer D | ||
Concentration risk, percentage | 13.00% | |
Revenues | Customer G | ||
Concentration risk, percentage | 12.00% |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2019 | Nov. 30, 2018 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Deferred cost of products sold - related party | $ 16,492 | $ 3,317 | ||||
Deferred cost of products sold, amortization | 900 | 0 | ||||
Depreciation and amortization | 4,581 | 4,921 | ||||
Gain (loss) on disposition of assets | (212) | (941) | ||||
Rent expense | 5,800 | |||||
Operating lease asset | 13,203 | |||||
Operating lease, liability | 19,662 | |||||
Operating lease, expense | 16,400 | |||||
Lease, cost | 7,000 | |||||
Acquisition of right-of-use assets under operating leases | $ 29,700 | 3,551 | 0 | |||
Finance lease right-of-use asset accumulated amortization | 1,700 | |||||
Other asset impairment charges | 200 | 3,900 | ||||
Consideration transferred | $ 10,800 | |||||
Unsecured debt | $ 10,800 | |||||
Contract liabilities | 1,353 | 8,236 | ||||
Contract with customer, refund liability | $ 3,800 | |||||
Capitalized Contract Cost, Amortization Period | 5 years | |||||
Licenses and Royalties | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Increase (decrease) in revenue | $ 8,800 | |||||
DSM International B.V. | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Contract with customer, liability | $ 12,500 | $ 12,500 | ||||
Accounting Standards Update 2016-02 | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Operating lease asset | 29,700 | |||||
Operating lease, liability | $ 33,600 | |||||
Minimum | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Lessee, operating lease, remaining lease term | 1 year | |||||
Lessee, operating lease, renewal term | 1 year | |||||
Maximum | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Lessee, operating lease, remaining lease term | 5 years | |||||
Lessee, operating lease, renewal term | 5 years | |||||
DSM International B.V. | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Manufacturing capacity reservation fee, current | $ 24,400 | |||||
Deferred cost of products sold - related party | $ 7,000 | 3,300 | ||||
Payments of reservation capacity fees | 14,100 | |||||
Contract liabilities | 1,204 | 1,204 | ||||
Contract with customer, liability | $ 34,700 | |||||
Other Expense, Net | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Loss on divestiture | $ (900) |
Balance Sheet Details - Allowan
Balance Sheet Details - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Off-Balance Sheet, Credit Loss, Liability [Roll Forward] | ||
Balance at Beginning of Year | $ 642 | $ 642 |
Provisions | 110 | 0 |
Write-offs, Net | (707) | 0 |
Balance at End of Year | $ 45 | $ 642 |
Balance Sheet Details - Invento
Balance Sheet Details - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 3,255 | $ 3,901 |
Work in process | 7,204 | 539 |
Finished goods | 17,311 | 5,253 |
Total inventories | $ 27,770 | $ 9,693 |
Balance Sheet Details - Deferre
Balance Sheet Details - Deferred Cost of Product Sold (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred cost of products sold - related party | $ 3,677 | $ 489 |
Deferred cost of products sold, noncurrent - related party | 12,815 | 2,828 |
Total | $ 16,492 | $ 3,317 |
Balance Sheet Details - Prepaid
Balance Sheet Details - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Non-inventory production supplies | $ 5,376 | $ 2,391 |
Prepayments, advances and deposits | 4,726 | 5,644 |
Recoverable taxes from Brazilian government entities | 79 | 631 |
Other | 2,569 | 1,900 |
Total prepaid expenses and other current assets | $ 12,750 | $ 10,566 |
Balance Sheet Details - Propert
Balance Sheet Details - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 98,387 | $ 112,603 |
Less: accumulated depreciation and amortization | (78,631) | (83,673) |
Total property, plant and equipment, net | 19,756 | 28,930 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 43,713 | 48,041 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 39,922 | 41,478 |
Computer Equipment and Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 9,987 | 9,822 |
Furniture and Office Equipment, Vehicles and Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 3,016 | 3,510 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 1,749 | $ 9,752 |
Capital leases | ||
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation and amortization | (2,300) | |
Total property, plant and equipment, net | 5,000 | |
Amortization expense | $ (700) |
Balance Sheet Details - Right-o
Balance Sheet Details - Right-of-use Assets and Related Lease Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash paid for operating lease liabilities, in thousands | $ 17,809 |
Right-of-use assets obtained in exchange for new operating lease obligations(1) | $ 33,264 |
Weighted-average remaining lease term | 3 years 4 months 6 days |
Weighted-average discount rate | 18.10% |
New finance lease | $ 7,700 |
Balance Sheet Details - Maturit
Balance Sheet Details - Maturities of Financing and Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Finance Lease, Liability, Payment, Due [Abstract] | |
2020 | $ 4,490 |
2021 | 4,565 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total future minimum payments | 9,055 |
Less: amount representing interest | (1,424) |
Present value of minimum lease payments | 7,631 |
Less: current portion | (3,465) |
Long-term portion | 4,166 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2020 | 7,798 |
2021 | 7,541 |
2022 | 7,719 |
2023 | 3,363 |
2024 | 192 |
Thereafter | 0 |
Total future minimum payments | 26,613 |
Less: amount representing interest | (6,951) |
Present value of minimum lease payments | 19,662 |
Less: current portion | (4,625) |
Long-term portion | 15,037 |
2020 | 12,288 |
2021 | 12,106 |
2022 | 7,719 |
2023 | 3,363 |
2024 | 192 |
Thereafter | 0 |
Total future minimum payments | 35,668 |
Less: amount representing interest | (8,375) |
Present value of minimum lease payments | 27,293 |
Less: current portion | (8,090) |
Long-term portion | $ 19,203 |
Balance Sheet Details - Other A
Balance Sheet Details - Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Equity-method investment | $ 4,734 | $ 0 |
Contingent consideration | 3,303 | 4,286 |
Deposits | 295 | 2,465 |
Other | 1,373 | 1,207 |
Total other assets | $ 9,705 | $ 7,958 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued interest | $ 8,209 | $ 3,853 |
Payroll and related expenses | 7,296 | 9,220 |
Contract termination fees | 5,347 | 4,092 |
Ginkgo partnership payments obligation | 4,319 | 2,155 |
Asset retirement obligation | 3,184 | 3,063 |
Professional services | 2,968 | 1,173 |
Tax-related liabilities | 1,685 | 2,139 |
Other | 3,647 | 3,284 |
Total accrued and other current liabilities | $ 36,655 | $ 28,979 |
Balance Sheet Details - Other N
Balance Sheet Details - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Liability for unrecognized tax benefit | $ 7,204 | $ 6,582 |
Liability in connection with acquisition of equity-method investment | 5,249 | 0 |
Ginkgo partnership payments obligation, net of current portion | 4,492 | 6,185 |
Refund liability | 3,750 | 0 |
Contract liabilities, net of current portion | 1,449 | 1,587 |
Accrued Rent, Noncurrent | 0 | 6,440 |
Contract termination fees, net of current portion | 0 | 1,530 |
Long-term portion | 195 | |
Other | 880 | 673 |
Total other noncurrent liabilities | $ 23,024 | $ 23,192 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value, Assets, and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long term debt, net of current portion — instruments measured at fair value | $ 26,232 | $ 0 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivatives bifurcated from debt instruments | 2,832 | 0 |
Freestanding derivative instruments issued in connection with other debt and equity instruments | 6,971 | 42,796 |
Total liabilities measured and recorded at fair value | 60,427 | 100,714 |
Fair Value, Recurring | Senior Convertible Notes Due 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long term debt, net of current portion — instruments measured at fair value | 50,624 | 0 |
Fair Value, Recurring | Convertible 6% Notes Due 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long term debt, net of current portion — instruments measured at fair value | 0 | 57,918 |
Fair Value, Inputs, Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivatives bifurcated from debt instruments | 0 | 0 |
Freestanding derivative instruments issued in connection with other debt and equity instruments | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Fair Value, Inputs, Level 1 | Fair Value, Recurring | Senior Convertible Notes Due 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long term debt, net of current portion — instruments measured at fair value | 0 | 0 |
Fair Value, Inputs, Level 1 | Fair Value, Recurring | Convertible 6% Notes Due 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long term debt, net of current portion — instruments measured at fair value | 0 | |
Fair Value, Inputs, Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivatives bifurcated from debt instruments | 0 | 0 |
Freestanding derivative instruments issued in connection with other debt and equity instruments | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Fair Value, Inputs, Level 2 | Fair Value, Recurring | Senior Convertible Notes Due 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long term debt, net of current portion — instruments measured at fair value | 0 | 0 |
Fair Value, Inputs, Level 2 | Fair Value, Recurring | Convertible 6% Notes Due 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long term debt, net of current portion — instruments measured at fair value | 0 | |
Fair Value, Inputs, Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivatives bifurcated from debt instruments | 2,832 | 0 |
Freestanding derivative instruments issued in connection with other debt and equity instruments | 6,971 | 42,796 |
Total liabilities measured and recorded at fair value | 60,427 | 100,714 |
Fair Value, Inputs, Level 3 | Fair Value, Recurring | Senior Convertible Notes Due 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long term debt, net of current portion — instruments measured at fair value | 50,624 | 0 |
Fair Value, Inputs, Level 3 | Fair Value, Recurring | Convertible 6% Notes Due 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long term debt, net of current portion — instruments measured at fair value | $ 0 | $ 57,918 |
Fair Value Measurement - Senior
Fair Value Measurement - Senior Convertible Notes Due 2022 (Details) $ in Thousands | Nov. 15, 2019USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt | $ 261,772 | $ 209,697 | |
Common stock issued (in shares) | shares | 117,742,677 | 76,564,829 | |
Convertible Senior Notes 6.0% due in 2022 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument, face amount | $ 66,000 | ||
Common stock issued (in shares) | shares | 7,500,000 | ||
Subordinated borrowing, interest rate | 9.75% | ||
Additional paid in capital | $ 4,200 | ||
Debt instrument, term | 19 months | ||
Convertible Senior Notes 6.0% due in 2022 | Measurement Input, Discount Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, measurement input | 2.33 | ||
Convertible Senior Notes 6.0% due in 2022 | Stock price volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, measurement input | 0.45 | ||
Convertible Senior Notes 6.0% due in 2022 | Probability of Principal Repayment in Cash | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, measurement input | 0.25 | ||
Convertible Senior Notes 6.0% due in 2022 | Probability of Principal Repayment in Stock | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, measurement input | 0.75 | ||
Convertible Senior Notes 6.0% due in 2022 | Probability of Change of Control | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, measurement input | 0.05 | ||
Convertible Senior Notes 6.0% due in 2022 | Convertible Debt Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt | $ 50,600 |
Fair Value Measurement - Conver
Fair Value Measurement - Convertible Debt (Details) - Long-term Debt $ in Thousands | 2 Months Ended |
Dec. 31, 2019USD ($) | |
Servicing Liability at Fair Value, Amount [Roll Forward] | |
Fair value, beginning balance | $ 54,425 |
Less: Gain from change in fair value | 3,801 |
Fair value, ending balance | $ 50,624 |
Fair Value Measurement - 6% Con
Fair Value Measurement - 6% Convertible Notes Due 2021 (Details) - Convertible Senior Notes, 6.0% Due in 2021 - USD ($) | Dec. 10, 2018 | Dec. 06, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, face amount | $ 60,000,000 | |
Interest rate per annum | 6.00% | 6.00% |
Change in fair value of derivative liabilities | $ 23,200,000 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation for Compound Embedded Derivative Liability (Details) - Fair Value, Inputs, Level 3 $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Derivative Liability, Equity-related | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | $ 41,272 |
Derecognition upon adoption of ASU 2017-11 | (39,513) |
Fair value of derivative liabilities issued during the period | 0 |
Change in fair value of derivative liabilities | 2,039 |
Derecognition on extinguishment | (3,798) |
Fair value, ending balance | 0 |
Derivative Liability, Debt-related | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | 1,524 |
Derecognition upon adoption of ASU 2017-11 | (1,524) |
Fair value of derivative liabilities issued during the period | 15,158 |
Change in fair value of derivative liabilities | (4,816) |
Derecognition on extinguishment | (539) |
Fair value, ending balance | 9,803 |
Derivative Financial Instruments, Liabilities | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | 42,796 |
Derecognition upon adoption of ASU 2017-11 | (41,037) |
Fair value of derivative liabilities issued during the period | 15,158 |
Change in fair value of derivative liabilities | (2,777) |
Derecognition on extinguishment | (4,337) |
Fair value, ending balance | $ 9,803 |
Fair Value Measurement - Deriva
Fair Value Measurement - Derivative Liabilities Recognized in Connection with the Issuance of Debt and Equity Instruments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019USD ($)derivativeinstrument | Dec. 31, 2019USD ($)derivative | Dec. 31, 2018USD ($) | Nov. 14, 2019USD ($) | Sep. 10, 2019USD ($) | Jan. 01, 2019USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liabilities | $ 41,000 | $ 41,000 | $ 41,000 | |||
Debt instrument, number issued | instrument | 4 | |||||
Long-term and short-term debt | $ 195,800 | 195,800 | $ 151,800 | $ 4,000 | $ 7,900 | |
Loss upon extinguishment of debt | (44,208) | $ (17,424) | ||||
Warrants not settleable in cash, fair value disclosure | $ 6,900 | 6,900 | ||||
Fair value adjustment of warrants, loss (gain) | $ (4,800) | |||||
Maximum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Embedded derivative, number Of instruments held | derivative | 4 | 4 | ||||
Minimum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Embedded derivative, number Of instruments held | derivative | 2 | 2 | ||||
DSM Securities Purchase Agreement | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liabilities | $ 3,800 | $ 3,800 | ||||
Two Derivative Liabilities | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liabilities | 2,500 | 2,500 | ||||
Loss upon extinguishment of debt | 500 | |||||
Fair value of embedded derivative liability | 700 | 700 | ||||
Four Derivative Liabilities | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of embedded derivative liability | $ 2,800 | $ 2,800 |
Fair Value Measurement - Fair_2
Fair Value Measurement - Fair Value Measurement Inputs and Valuation Techniques (Details) | Dec. 31, 2019 |
Measurement Input, Expected Dividend Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded derivative liability, measurement input | 0 |
Minimum | Fair value of common stock on issue date | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded derivative liability, measurement input | 3.09 |
Minimum | Stock price volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded derivative liability, measurement input | 94 |
Minimum | Measurement Input, Risk Free Interest Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded derivative liability, measurement input | 1.58 |
Maximum | Fair value of common stock on issue date | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded derivative liability, measurement input | 4.76 |
Maximum | Stock price volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded derivative liability, measurement input | 105 |
Maximum | Measurement Input, Risk Free Interest Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded derivative liability, measurement input | 1.67 |
Fair Value Measurement - Market
Fair Value Measurement - Market-based Assumption and Estimates for Compound Embedded Derivative Liabilities Valuation (Details) | Dec. 31, 2019$ / shares | Mar. 28, 2019$ / shares | Dec. 31, 2018$ / shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Stock price (in dollars per share) | $ 3.09 | $ 2.10 | $ 3.34 |
Stock price volatility | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Probability of change in control | 0.450 | 0.450 | |
Stock price volatility | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Probability of change in control | 0.850 | ||
Probability of change in control | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Probability of change in control | 0.050 | 0 | |
Measurement Input, Risk Free Interest Rate | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Probability of change in control | 0.016 | 0.025 | |
Measurement Input, Risk Free Interest Rate | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Probability of change in control | 0.017 | 0.030 | |
Risk-adjusted discount yield | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Probability of change in control | 0.200 | 0.170 | |
Risk-adjusted discount yield | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Probability of change in control | 0.270 | 0.273 | |
Credit spread | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Probability of change in control | 0.184 | 0.146 | |
Credit spread | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Probability of change in control | 0.254 | 0.249 |
Fair Value Measurement - Financ
Fair Value Measurement - Financial Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Nov. 14, 2019 | Sep. 10, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-term and short-term debt | $ 195.8 | $ 4 | $ 7.9 | $ 151.8 |
Debt instrument, fair value | $ 194.8 | $ 149.3 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities Measured and Recorded at Fair Value on a Non-Recurring Basis (Details) $ in Thousands | Mar. 29, 2019USD ($) | Nov. 19, 2018USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Issuance of common stock for cash (in shares) | shares | 1,643,991 | |||
Issuance of common stock in private placement, net of issuance costs of $0 | $ 14,221 | $ 1,415 | ||
DSM Supply Agreement | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contract with customer after allowance for credit loss | $ 22,700 | |||
Issuance of common stock for cash (in shares) | shares | 1,643,991,000,000 | |||
Issuance of common stock in private placement, net of issuance costs of $0 | $ 7,300 | $ 6,100 | ||
Warrant modification | 2,900 | |||
Payments for obligation settlements | $ 1,800 | |||
DSM Supply Agreement | Measurement Input, Discount Rate | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Supply agreement, measurement input | 0.225 | |||
DSM Supply Agreement | Discount to Gross Cash Flows | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Supply agreement, measurement input | 0 |
Fair Value Measurement - Alloca
Fair Value Measurement - Allocation of Consideration Fair Value (Details) $ in Thousands | Nov. 19, 2018USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Manufacturing capacity reservation fee | $ 24,395 |
Legal settlement and consent waiver | 6,764 |
Working capital adjustment | 2,145 |
Total fair value of consideration transferred | 33,304 |
DSM Supply Agreement | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total fair value of consideration transferred | $ 33,300 |
Debt - Debt Components (Details
Debt - Debt Components (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Principal | $ 297,462 | $ 228,921 |
Unaccreted Debt (Discount) Premium | (20,314) | (17,142) |
Fair Value Adjustment | 15,376 | (2,082) |
Net | 261,772 | 209,697 |
Less: current portion | (63,805) | (147,677) |
Long-term debt, net of current portion | 197,967 | 62,020 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal | 66,000 | 126,306 |
Unaccreted Debt (Discount) Premium | 0 | (3,350) |
Fair Value Adjustment | 15,376 | (2,082) |
Net | 50,624 | 120,874 |
Convertible Debt | Convertible Senior Notes 6.0% due in 2022 | ||
Debt Instrument [Line Items] | ||
Principal | 66,000 | 0 |
Unaccreted Debt (Discount) Premium | 0 | 0 |
Fair Value Adjustment | 15,376 | 0 |
Net | 50,624 | 0 |
Convertible Debt | Convertible Senior Notes, 6.0% Due in 2021 | ||
Debt Instrument [Line Items] | ||
Principal | 0 | 60,000 |
Unaccreted Debt (Discount) Premium | 0 | 0 |
Fair Value Adjustment | 0 | (2,082) |
Net | 0 | 57,918 |
Convertible Debt | The 2015 144A Notes | ||
Debt Instrument [Line Items] | ||
Principal | 0 | 37,887 |
Unaccreted Debt (Discount) Premium | 0 | (2,413) |
Fair Value Adjustment | 0 | 0 |
Net | 0 | 35,474 |
Convertible Debt | The 2014 144A Notes | ||
Debt Instrument [Line Items] | ||
Principal | 0 | 24,004 |
Unaccreted Debt (Discount) Premium | 0 | (867) |
Fair Value Adjustment | 0 | 0 |
Net | 0 | 23,137 |
Convertible Debt | August 2013 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Principal | 0 | 4,415 |
Unaccreted Debt (Discount) Premium | 0 | (70) |
Fair Value Adjustment | 0 | 0 |
Net | 0 | 4,345 |
Related Party Convertible Notes | ||
Debt Instrument [Line Items] | ||
Principal | 10,178 | 24,705 |
Unaccreted Debt (Discount) Premium | 0 | (1,038) |
Fair Value Adjustment | 0 | 0 |
Net | 10,178 | 23,667 |
Related Party Convertible Notes | The 2014 144A Notes | ||
Debt Instrument [Line Items] | ||
Principal | 10,178 | 24,705 |
Unaccreted Debt (Discount) Premium | 0 | (1,038) |
Fair Value Adjustment | 0 | 0 |
Net | 10,178 | 23,667 |
Loans Payable | ||
Debt Instrument [Line Items] | ||
Principal | 48,496 | 52,910 |
Unaccreted Debt (Discount) Premium | (5,355) | (6,443) |
Fair Value Adjustment | 0 | 0 |
Net | 43,141 | 46,467 |
Loans Payable | Schottenfeld Notes | ||
Debt Instrument [Line Items] | ||
Principal | 20,350 | 0 |
Unaccreted Debt (Discount) Premium | (1,315) | 0 |
Fair Value Adjustment | 0 | 0 |
Net | 19,035 | 0 |
Loans Payable | Nikko Notes | ||
Debt Instrument [Line Items] | ||
Principal | 14,318 | 4,598 |
Unaccreted Debt (Discount) Premium | (901) | (1,047) |
Fair Value Adjustment | 0 | 0 |
Net | 13,417 | 3,551 |
Loans Payable | Ginkgo Collaboration Note | ||
Debt Instrument [Line Items] | ||
Principal | 12,000 | 12,000 |
Unaccreted Debt (Discount) Premium | (3,139) | (4,047) |
Fair Value Adjustment | 0 | 0 |
Net | 8,861 | 7,953 |
Loans Payable | Other Loans Payable | ||
Debt Instrument [Line Items] | ||
Principal | 1,828 | 312 |
Unaccreted Debt (Discount) Premium | 0 | 0 |
Fair Value Adjustment | 0 | 0 |
Net | 1,828 | 312 |
Nonrelated Party Debt | GACP Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Principal | 0 | 36,000 |
Unaccreted Debt (Discount) Premium | 0 | (1,349) |
Fair Value Adjustment | 0 | 0 |
Net | 0 | 34,651 |
Related Party Loan Payable | ||
Debt Instrument [Line Items] | ||
Principal | 172,788 | 25,000 |
Unaccreted Debt (Discount) Premium | (14,959) | (6,311) |
Fair Value Adjustment | 0 | 0 |
Net | 157,829 | 18,689 |
Related Party Loan Payable | Foris Debt | ||
Debt Instrument [Line Items] | ||
Principal | 115,351 | 0 |
Unaccreted Debt (Discount) Premium | (9,516) | 0 |
Fair Value Adjustment | 0 | 0 |
Net | 105,835 | 0 |
Related Party Loan Payable | DSM Note | ||
Debt Instrument [Line Items] | ||
Principal | 33,000 | 25,000 |
Unaccreted Debt (Discount) Premium | (4,621) | (6,311) |
Fair Value Adjustment | 0 | 0 |
Net | 28,379 | 18,689 |
Related Party Loan Payable | The Naxyris Loan Agreement | ||
Debt Instrument [Line Items] | ||
Principal | 24,437 | 0 |
Unaccreted Debt (Discount) Premium | (822) | 0 |
Fair Value Adjustment | 0 | 0 |
Net | $ 23,615 | $ 0 |
Debt - Long-term Debt Instrumen
Debt - Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
2020 | $ 113,875 | |
2021 | 97,085 | |
2022 | 128,995 | |
2023 | 37,334 | |
2024 | 398 | |
Thereafter | 1,870 | |
Total future minimum payments | 379,557 | |
Less: amount representing interest | (82,095) | |
Less: future conversion of accrued interest to principal | 0 | |
Present value of minimum debt payments | 297,462 | |
Less: current portion of debt principal | (74,551) | |
Noncurrent portion of debt principal | 222,911 | |
Deferred discount and issuance costs | 20,314 | $ 17,142 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
2020 | 43,384 | |
2021 | 40,177 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total future minimum payments | 83,561 | |
Less: amount representing interest | (17,561) | |
Less: future conversion of accrued interest to principal | 0 | |
Present value of minimum debt payments | 66,000 | |
Less: current portion of debt principal | (31,800) | |
Noncurrent portion of debt principal | 34,200 | |
Deferred discount and issuance costs | 0 | 3,350 |
Loans Payable and Credit Facilities | ||
Debt Instrument [Line Items] | ||
2020 | 26,324 | |
2021 | 3,342 | |
2022 | 15,177 | |
2023 | 13,011 | |
2024 | 398 | |
Thereafter | 1,870 | |
Total future minimum payments | 60,122 | |
Less: amount representing interest | (11,626) | |
Less: future conversion of accrued interest to principal | 0 | |
Present value of minimum debt payments | 48,496 | |
Less: current portion of debt principal | (21,193) | |
Noncurrent portion of debt principal | 27,303 | |
Related Party Convertible Notes | ||
Debt Instrument [Line Items] | ||
2020 | 10,437 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total future minimum payments | 10,437 | |
Less: amount representing interest | (259) | |
Less: future conversion of accrued interest to principal | 0 | |
Present value of minimum debt payments | 10,178 | |
Less: current portion of debt principal | (10,178) | |
Noncurrent portion of debt principal | 0 | |
Deferred discount and issuance costs | 0 | $ 1,038 |
Related Party Loans Payable and Credit Facilities | ||
Debt Instrument [Line Items] | ||
2020 | 33,730 | |
2021 | 53,566 | |
2022 | 113,818 | |
2023 | 24,323 | |
2024 | 0 | |
Thereafter | 0 | |
Total future minimum payments | 225,437 | |
Less: amount representing interest | (52,649) | |
Less: future conversion of accrued interest to principal | 0 | |
Present value of minimum debt payments | 172,788 | |
Less: current portion of debt principal | (11,380) | |
Noncurrent portion of debt principal | $ 161,408 |
Debt - August 2013 Financing Co
Debt - August 2013 Financing Convertible Note (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 08, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 28, 2019 | Jan. 14, 2019 |
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||
Debt instrument, fair value | $ 194,800 | $ 149,300 | |||
Warrants and rights outstanding | $ 8,700 | ||||
Loss upon extinguishment of debt | $ (44,208) | $ (17,424) | |||
Warrants Issued in Exchange for August 2013 Financing Convertible Note | |||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||
Debt conversion, converted instrument (in shares) | 1,800,000 | ||||
Debt instrument, fair value | $ 5,900 | ||||
Exercise price of warrants or rights (in dollars per share) | $ 3.30 | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,100,000 | ||||
Warrants and rights outstanding | $ 1,900 | ||||
Loss upon extinguishment of debt | (2,700) | ||||
Secured Tranche | Related Party Convertible Notes | |||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||
Debt instrument, cash waiver fee amount payable | $ 600 | ||||
Debt instrument, face amount | $ 5,100 |
Debt - 2015 Rule 144A Convertib
Debt - 2015 Rule 144A Convertible Notes Extinguishment (Details) | Apr. 16, 2019USD ($) |
Rule 144A Convertible Note Offering | Affiliated Entity | |
Debt Conversion [Line Items] | |
Debt instrument, repurchased face amount | $ 37,900,000 |
Convertible Senior Notes, 9.5% | |
Debt Conversion [Line Items] | |
Interest rate per annum | 9.50% |
Debt - 2014 Rule 144A Convertib
Debt - 2014 Rule 144A Convertible Notes (Details) - USD ($) | 1 Months Ended | ||
May 31, 2019 | Dec. 31, 2019 | Aug. 28, 2019 | |
Debt Conversion [Line Items] | |||
Warrants and rights outstanding | $ 8,700,000 | ||
Warrants Issued in Connection with Rule 144A Convertible Notes Conversion | |||
Debt Conversion [Line Items] | |||
Warrants and rights outstanding | $ 3,800,000 | ||
Convertible Senior Notes, 6.5% | |||
Debt Conversion [Line Items] | |||
Debt instrument, interest rate | 6.50% | ||
Debt conversion, original debt | $ 38,200,000 | ||
Convertible Senior Notes, 6.5% | Warrants Issued in Connection with Rule 144A Convertible Notes Conversion | |||
Debt Conversion [Line Items] | |||
Warrants and rights outstanding | $ 10,500,000 |
Debt Notes - Notes Conversion i
Debt Notes - Notes Conversion into Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | May 15, 2019 | May 14, 2019 | May 10, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 28, 2019 |
Debt Conversion [Line Items] | |||||||
Loss upon extinguishment of debt | $ (44,208) | $ (17,424) | |||||
Warrants and rights outstanding | $ 8,700 | ||||||
Class of warrant or right, outstanding | 65,755,629 | 65,755,629 | 26,891,512 | ||||
Rule 144A Convertible Notes Converted to Common Stock | |||||||
Debt Conversion [Line Items] | |||||||
Debt conversion, original debt | $ 29,100 | ||||||
Debt conversion, converted instrument (in shares) | 7,100,000 | ||||||
Debt conversion, converted instrument, amount | $ 30,800 | ||||||
Debt issuance costs | $ 400 | 400 | |||||
Warrants Issued in Connection with Rule 144A Convertible Notes Conversion | |||||||
Debt Conversion [Line Items] | |||||||
Warrants and rights outstanding | $ 3,800 | $ 3,800 | |||||
Class of warrant or right, outstanding | 1,700,000 | 1,700,000 | |||||
Warrants Issued in Connection with Rule 144A Convertible Notes Conversion | Foris Ventures, LLC | |||||||
Debt Conversion [Line Items] | |||||||
Debt conversion, warrants issued | 400,000 | ||||||
Exercise price of warrants or rights (in dollars per share) | $ 4.56 | $ 3.90 | |||||
Debt instrument, term | 2 years | ||||||
Rule 144A Convertible Notes | |||||||
Debt Conversion [Line Items] | |||||||
Loss upon extinguishment of debt | $ (5,900) | ||||||
Other Non-affiliated Investors | Rule 144A Convertible Notes | |||||||
Debt Conversion [Line Items] | |||||||
Debt conversion, original debt | $ 5,000 | $ 13,500 | |||||
Debt conversion, converted instrument (in shares) | 1,100,000 | 3,500,000 | |||||
Debt conversion, warrants issued | 1,400,000 | ||||||
Exercise price of warrants or rights (in dollars per share) | $ 5.02 | ||||||
Debt instrument, term | 2 years | ||||||
Maxwell (Mauritius) Pte Ltd | Rule 144A Convertible Notes | |||||||
Debt Conversion [Line Items] | |||||||
Debt conversion, original debt | $ 10,000 | ||||||
Debt conversion, converted instrument (in shares) | 2,500,000 |
Debt - Total Note Exchange and
Debt - Total Note Exchange and Extensions (Details) - USD ($) $ in Thousands | May 15, 2019 | Nov. 14, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 28, 2019 | Jul. 18, 2019 |
Debt Conversion [Line Items] | ||||||
Interest expense | $ 58,665 | $ 42,703 | ||||
Total | Rule 144A Convertible Notes | ||||||
Debt Conversion [Line Items] | ||||||
Debt conversion, original debt | $ 9,700 | |||||
Interest rate per annum | 12.00% | 10.50% | ||||
Interest expense | $ 500 | |||||
Debt instrument, periodic payment, principal | $ 10,200 |
Debt - Foris Related Party Debt
Debt - Foris Related Party Debt (Details) - USD ($) $ in Thousands | Aug. 28, 2019 | Apr. 15, 2019 | Dec. 31, 2019 | Nov. 27, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 297,462 | $ 228,921 | |||
Related Party Loan Payable | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | 172,788 | 25,000 | |||
Foris $19 Million Note | Related Party Loan Payable | |||||
Debt Instrument [Line Items] | |||||
Debt conversion, original debt | $ 19,000 | ||||
Long-term debt, gross | 19,000 | ||||
Interest rate per annum | 1200.00% | ||||
Foris LSA | Related Party Loan Payable | |||||
Debt Instrument [Line Items] | |||||
Debt conversion, original debt | $ 36,000 | ||||
Long-term debt, gross | 96,351 | ||||
Interest rate per annum | 1250.00% | ||||
Debt instrument, face amount | $ 81,000 | ||||
Debt instrument, additional face amount | $ 10,000 | ||||
Foris Debt | Related Party Loan Payable | |||||
Debt Instrument [Line Items] | |||||
Debt conversion, original debt | 55,000 | ||||
Long-term debt, gross | $ 115,351 | $ 0 |
Debt - Foris Credit Agreements
Debt - Foris Credit Agreements (Details) - USD ($) | Jul. 10, 2019 | Apr. 08, 2019 | Dec. 31, 2019 | Aug. 17, 2019 | Jul. 26, 2019 | Jul. 09, 2019 | Jun. 11, 2019 |
Debt Conversion [Line Items] | |||||||
Fair value adjustments of warrants | $ (4,800,000) | ||||||
July Foris Credit Agreement | |||||||
Debt Conversion [Line Items] | |||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | $ 7.52 | $ 7.52 | ||||
Fair value adjustments of warrants | $ 4,000,000 | ||||||
July Foris Credit Agreement | Foris Ventures, LLC | |||||||
Debt Conversion [Line Items] | |||||||
Debt instrument, face amount | 8,000,000 | ||||||
Maximum borrowing capacity | $ 8,000,000 | ||||||
Interest rate per annum | 12.50% | ||||||
Long-term line of credit | $ 16,000,000 | $ 8,000,000 | |||||
April Foris Credit Agreement | Foris Ventures, LLC | |||||||
Debt Conversion [Line Items] | |||||||
Debt instrument, face amount | $ 8,000,000 | ||||||
Maximum borrowing capacity | 8,000,000 | ||||||
Debt instrument, fee | $ 1,000,000 | ||||||
Debt instrument, term | 6 months | ||||||
April Foris Credit Agreement | Foris Ventures, LLC | Maximum | |||||||
Debt Conversion [Line Items] | |||||||
Debt instrument, fee | $ 500,000 | ||||||
June Foris Credit Agreement | Foris Ventures, LLC | |||||||
Debt Conversion [Line Items] | |||||||
Debt instrument, face amount | $ 8,500,000 | ||||||
Maximum borrowing capacity | $ 8,500,000 | ||||||
Interest rate per annum | 12.50% |
Debt - Foris LSA Assignment, Am
Debt - Foris LSA Assignment, Amendments and Waivers (Details) - USD ($) $ / shares in Units, shares in Millions | Aug. 14, 2019 | Apr. 15, 2019 | Apr. 04, 2019 | Aug. 28, 2019 |
Debt Conversion [Line Items] | ||||
Warrants and rights outstanding | $ 8,700,000 | |||
LSA Amendment Warrants | ||||
Debt Conversion [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1.4 | |||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | |||
Loan and Security Agreement Amendment and Waiver | Base Rate | Maximum | ||||
Debt Conversion [Line Items] | ||||
Basis spread on variable rate | 12.00% | |||
Loan and Security Agreement Amendment and Waiver | Unsecured Promissory Note | ||||
Debt Conversion [Line Items] | ||||
Debt instrument, face amount | $ 32,500,000 | |||
Loan and Security Agreement Amendment and Waiver | Great American Capital Partners, LLC | ||||
Debt Conversion [Line Items] | ||||
Payments for debt agreement amendment | $ 800,000 | |||
Debt instrument, periodic payment, principal | $ 36,000,000 | |||
Purchases from related party | $ 2,500,000 | |||
Debt instrument, face amount | $ 71,000,000 | |||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1.4 | |||
Warrants and rights outstanding | $ 2,900,000 | |||
Basis spread on variable rate | 0.25% | |||
Class of warrant or right, term | 2 years |
Debt - Foris LSA Amendments, Ad
Debt - Foris LSA Amendments, Additional Loan and Warrant Issuance (Details) - USD ($) $ / shares in Units, shares in Millions | Nov. 27, 2019 | Oct. 10, 2019 | Jul. 10, 2019 | May 10, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2019 | Jul. 09, 2019 | Jan. 01, 2019 |
Debt Conversion [Line Items] | |||||||||
Fair value adjustments of warrants | $ (4,800,000) | ||||||||
Loss upon extinguishment of debt | (44,208,000) | $ (17,424,000) | |||||||
Debt instrument, fair value | 194,800,000 | 149,300,000 | |||||||
Accretion of debt discount | 11,665,000 | $ 16,602,000 | |||||||
Derivative liabilities | 41,000,000 | $ 41,000,000 | |||||||
Foris LSA Amendments | |||||||||
Debt Conversion [Line Items] | |||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.87 | $ 2.87 | |||||||
Debt instrument, term | 2 years | ||||||||
Fair value adjustments of warrants | $ 2,100,000 | $ 4,100,000 | |||||||
Foris Ventures, LLC | |||||||||
Debt Conversion [Line Items] | |||||||||
Derivative liabilities | $ 19,000,000 | ||||||||
Foris LSA Amendments | Foris Ventures, LLC | |||||||||
Debt Conversion [Line Items] | |||||||||
Debt instrument, additional face amount | 10,000,000 | $ 10,000,000 | $ 10,000,000 | ||||||
Debt instrument, face amount | $ 91,000,000 | $ 81,000,000 | |||||||
Debt conversion, warrants issued | 1 | 2 | |||||||
Fair value adjustments of warrants | $ 2,100,000 | ||||||||
Loss upon extinguishment of debt | 12,800,000 | ||||||||
Debt instrument, unamortized discount | 8,700,000 | ||||||||
Debt instrument, fair value | 4,100,000 | ||||||||
Accretion of debt discount | 3,500,000 | ||||||||
Derivative liabilities | $ 1,400,000 | ||||||||
Class of warrant or right, term | 2 years |
Debt - August 2019 Foris Credit
Debt - August 2019 Foris Credit Agreements (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 28, 2019 | Dec. 31, 2019 | May 14, 2019 | Apr. 26, 2019 |
Debt Conversion [Line Items] | ||||
Warrants and rights outstanding | $ 8.7 | |||
Fair value adjustments of warrants | $ (4.8) | |||
Foris Ventures, LLC | Private Placement, April 26, 2019 | ||||
Debt Conversion [Line Items] | ||||
Exercise price of warrants or rights (in dollars per share) | $ 3.90 | $ 5.12 | ||
Foris Ventures, LLC | Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | ||||
Debt Conversion [Line Items] | ||||
Exercise price of warrants or rights (in dollars per share) | $ 3.90 | $ 4.56 | ||
August Foris Credit Agreement | ||||
Debt Conversion [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 4,900,000 | 400,000 | 3,900,000 | |
Exercise price of warrants or rights (in dollars per share) | $ 3.90 | |||
Warrants and rights outstanding | $ 5.2 | |||
Class of warrant or right, term | 2 years | |||
August Foris Credit Agreement | Foris Ventures, LLC | ||||
Debt Conversion [Line Items] | ||||
Maximum borrowing capacity | $ 19 | |||
Interest rate per annum | 12.00% | |||
Debt instrument, percent of face amount | 100.00% | |||
Fair value of embedded derivative liability | $ 0.5 | |||
Warrants and rights outstanding | 8.7 | |||
Warrants and rights outstanding, relative fair value | 5.2 | |||
Fair value adjustments of warrants | 1.1 | |||
Debt instrument, fee | 0.1 | |||
Debt instrument, unamortized discount | $ 6.8 | |||
August Foris Credit Agreement | Foris Ventures, LLC | Private Placement, April 26, 2019 | ||||
Debt Conversion [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 3,900,000 | |||
Exercise price of warrants or rights (in dollars per share) | $ 3.90 | $ 5.12 | ||
August Foris Credit Agreement | Foris Ventures, LLC | Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | ||||
Debt Conversion [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 400,000 | |||
Exercise price of warrants or rights (in dollars per share) | $ 3.90 | $ 4.56 |
Debt - Naxyris LSA (Details)
Debt - Naxyris LSA (Details) - USD ($) $ / shares in Units, shares in Millions | Oct. 28, 2019 | Aug. 14, 2019 | Oct. 31, 2019 | Aug. 28, 2019 |
Debt Conversion [Line Items] | ||||
Warrants and rights outstanding | $ 8,700,000 | |||
The Naxyris Loan Agreement | ||||
Debt Conversion [Line Items] | ||||
Debt instrument, fee | $ 500,000 | |||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 2 | 2 | ||
Exercise price of warrants or rights (in dollars per share) | $ 3.87 | $ 2.87 | ||
Warrants and rights outstanding | $ 3,600,000 | $ 4,000,000 | ||
Debt instrument, unamortized discount | 400,000 | |||
Debt issuance costs, gross | 300,000 | |||
Debt issuance costs | $ 4,500,000 | |||
Class of warrant or right, term | 2 years | 2 years | ||
The Naxyris Loan Agreement | ||||
Debt Conversion [Line Items] | ||||
Debt instrument, face amount | $ 24,400,000 | $ 10,400,000 | ||
Debt instrument, fee | $ 400,000 | |||
Interest rate per annum | 12.00% | |||
Debt instrument, failure to pay fee rate | 6.00% | |||
Basis spread on variable rate | 0.25% | 5.00% | ||
Loan and Security Agreement Amendment and Waiver | The Naxyris Loan Agreement | ||||
Debt Conversion [Line Items] | ||||
Fair value of embedded derivative liability | $ 300,000 | |||
Warrants and rights outstanding | $ 3,000,000 | $ 2,800,000 | ||
Debt instrument, unamortized discount | $ 4,000,000 |
Debt - Naxyris LSA Amendment (D
Debt - Naxyris LSA Amendment (Details) - USD ($) $ / shares in Units, shares in Millions | Oct. 28, 2019 | Aug. 14, 2019 | Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 28, 2019 |
Debt Conversion [Line Items] | ||||||
Warrants and rights outstanding | $ 8,700,000 | |||||
Debt instrument, fair value | $ 194,800,000 | $ 149,300,000 | ||||
Loss upon extinguishment of debt | $ (44,208,000) | $ (17,424,000) | ||||
The Naxyris Loan Agreement | ||||||
Debt Conversion [Line Items] | ||||||
Debt instrument, fee | $ 500,000 | |||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 2 | 2 | ||||
Exercise price of warrants or rights (in dollars per share) | $ 3.87 | $ 2.87 | ||||
Warrants and rights outstanding | $ 3,600,000 | $ 4,000,000 | ||||
Debt instrument, unamortized discount | $ 400,000 | |||||
Class of warrant or right, term | 2 years | 2 years | ||||
The Naxyris Loan Agreement | ||||||
Debt Conversion [Line Items] | ||||||
Debt instrument, additional face amount | $ 10,400,000 | |||||
Basis spread on variable rate | 0.25% | 5.00% | ||||
Unused borrowing capacity fee | $ 2,000,000 | |||||
Debt instrument, fee | $ 400,000 | |||||
Debt instrument, face amount | $ 24,400,000 | 10,400,000 | ||||
Loan and Security Agreement Amendment and Waiver | The Naxyris Loan Agreement | ||||||
Debt Conversion [Line Items] | ||||||
Warrants and rights outstanding | 3,000,000 | $ 2,800,000 | ||||
Debt instrument, fair value | 500,000 | |||||
Loss upon extinguishment of debt | 9,700,000 | |||||
Debt instrument, unamortized discount | 4,000,000 | |||||
Fair value of embedded derivative liability | $ 300,000 | |||||
Debt conversion, original debt | $ 2,900,000 |
Debt - Schottenfeld September 2
Debt - Schottenfeld September 2019 Credit Agreements (Details) - USD ($) $ / shares in Units, shares in Millions | Sep. 10, 2019 | Dec. 31, 2019 | Aug. 14, 2019 |
Debt Conversion [Line Items] | |||
Fair value adjustments of warrants | $ (4,800,000) | ||
Schottenfeld September 2019 Credit Agreements | |||
Debt Conversion [Line Items] | |||
Debt instrument, face amount | $ 12,500,000 | ||
Debt instrument, percent of face amount | 100.00% | ||
Fair value of embedded derivative liability | $ 300,000 | ||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 3.2 | ||
Exercise price of warrants or rights (in dollars per share) | $ 3.90 | ||
Fair value adjustments of warrants | $ 7,900,000 | ||
Interest rate per annum | 12.00% | ||
Class of warrant or right, term | 2 years |
Debt - Schottenfeld November 20
Debt - Schottenfeld November 2019 Credit and Security Agreement (Details) $ / shares in Units, shares in Millions | Nov. 14, 2019USD ($)investors$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Conversion [Line Items] | |||
Fair value adjustments of warrants | $ (4,800,000) | ||
Loss upon extinguishment of debt | $ (44,208,000) | $ (17,424,000) | |
Schottenfeld November 2019 Credit and Security Agreement | |||
Debt Conversion [Line Items] | |||
Number of Investors | investors | 2 | ||
Debt instrument, additional face amount | $ 7,900,000 | ||
Proceeds from debt | $ 7,500,000 | ||
Basis spread on variable rate | 5.00% | ||
Interest rate per annum | 12.00% | ||
Extinguishment of debt | $ 50,000,000 | ||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 2 | ||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 3.87 | ||
Debt instrument, term | 2 years | ||
Debt conversion, converted instrument, amount | $ 50,000,000 | ||
Fair value adjustments of warrants | 4,000,000 | ||
Fair value of embedded derivative liability | 200,000 | ||
Loss upon extinguishment of debt | 11,200,000 | ||
Debt instrument, unamortized discount | 6,800,000 | ||
Debt conversion, original debt | 400,000 | ||
Debt instrument, fee | $ 200,000 | ||
Schottenfeld November 2019 Credit and Security Agreement | Maximum | |||
Debt Conversion [Line Items] | |||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 3.90 |
Debt - DSM $25 Million Note (De
Debt - DSM $25 Million Note (Details) - DSM Credit Agreement - USD ($) | Dec. 28, 2017 | Dec. 31, 2018 | Oct. 31, 2016 |
Extinguishment of Debt [Line Items] | |||
Maximum borrowing capacity | $ 25,000,000 | $ 25,000,000 | |
Proceeds from long-term lines of credit | 25,000,000 | ||
Debt issuance costs | $ 8,000,000 | ||
Interest rate per annum | 10.00% | ||
Unsecured Debt | |||
Extinguishment of Debt [Line Items] | |||
Maximum borrowing capacity | $ 25,000,000 |
Debt - DSM $8 Million Note (Det
Debt - DSM $8 Million Note (Details) - DSM International B.V. - USD ($) | Sep. 23, 2019 | Dec. 31, 2019 | Sep. 19, 2019 | Sep. 17, 2019 |
The 2019 DSM Credit Agreement, First Installment | ||||
Debt Conversion [Line Items] | ||||
Line of Credit Facility, Incremental Draw Down Amount | $ 3,000,000 | |||
Debt instrument, face amount | 3,000,000 | |||
The 2019 DSM Credit Agreement, Second Installment | ||||
Debt Conversion [Line Items] | ||||
Line of Credit Facility, Incremental Draw Down Amount | 3,000,000 | |||
Debt instrument, face amount | $ 3,000,000 | |||
The 2019 DSM Credit Agreement, Third Installment | ||||
Debt Conversion [Line Items] | ||||
Line of Credit Facility, Incremental Draw Down Amount | $ 2,000,000 | 2,000,000 | ||
Debt instrument, face amount | 2,000,000 | |||
Extinguishment of debt | $ 1,500,000 | |||
The 2019 DSM Credit Agreement | ||||
Debt Conversion [Line Items] | ||||
Maximum borrowing capacity | $ 8,000,000 | |||
Interest rate per annum | 12.50% | |||
Debt instrument, percent of face amount | 100.00% | |||
Proceeds from sale of equity securities, gross, trigger repayment of amounts outstanding under line of credit | $ 50,000,000 | |||
Debt instrument, fee | $ 300,000 |
Debt - Ginkgo Note, Partnership
Debt - Ginkgo Note, Partnership Agreement and Note Amendment (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 15, 2019 | Nov. 30, 2017 | Nov. 30, 2019 | Oct. 01, 2019 | Sep. 29, 2019 |
Ginkgo Partnership Agreement | ||||||
Debt Conversion [Line Items] | ||||||
Debt instrument, face amount | $ 12 | |||||
Debt instrument, fee | 0.8 | |||||
Debt Instrument, Total Amount | 12.7 | |||||
Contractual obligation, present value | 6.1 | |||||
Reduction in licenses and royalties revenue | 13.1 | |||||
Notes payable and other liabilities | $ 13.1 | |||||
Interest rate per annum | 10.50% | |||||
Notes payable | $ 7 | |||||
Debt instrument, term | 2 years | |||||
Debt Instrument, Renewal Terms | 1 year | |||||
Ginkgo Partnership Agreement | Long-term Debt | ||||||
Debt Conversion [Line Items] | ||||||
Debt instrument, unamortized discount | $ 5 | |||||
Ginkgo Partnership Agreement | Long Term Debt over Five Year Term | ||||||
Debt Conversion [Line Items] | ||||||
Debt instrument, unamortized discount | $ 6.6 | |||||
Debt Discount, Term | 5 years | |||||
Secured Promissory Note in Connection with Termination of Ginkgo Collaboration Agreement | ||||||
Debt Conversion [Line Items] | ||||||
Interest rate per annum | 12.00% | 10.50% | ||||
Debt instrument, cash waiver fee amount payable | $ 1.3 | |||||
Debt instrument, periodic payment | $ 0.5 | $ 0.5 | ||||
Debt instrument | $ 5.2 | |||||
Secured Promissory Note in Connection with Termination of Ginkgo Collaboration Agreement | Subsequent Event | ||||||
Debt Conversion [Line Items] | ||||||
Debt instrument, periodic payment | $ 0.8 |
Debt - 6% Convertible Notes Due
Debt - 6% Convertible Notes Due 2021 (Details) - USD ($) | Jun. 24, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 15, 2019 | Nov. 08, 2019 | Jul. 24, 2019 |
Debt Conversion [Line Items] | |||||||
Interest expense | $ 58,665,000 | $ 42,703,000 | |||||
Convertible Senior Notes, 6 Percent Due in 2021 | |||||||
Debt Conversion [Line Items] | |||||||
Debt conversion, original debt | $ 60,000,000 | $ 57,918,000 | |||||
Proceeds from debt, net of issuance costs | $ 56,200,000 | ||||||
Interest rate per annum | 6.00% | 6.00% | 6.00% | 6.00% | |||
Interest expense | $ 4,400,000 | $ 5,300,000 | |||||
Debt instrument, face amount | $ 66,000,000 | ||||||
Senior Convertible Notes Due 2022 | |||||||
Debt Conversion [Line Items] | |||||||
Debt conversion, original debt | 10,000,000 | ||||||
Proceeds from debt, net of issuance costs | $ 30,000,000 | ||||||
Interest rate per annum | 15.00% | 5.00% | 5.00% |
Debt - Loss on Debt Extinguishm
Debt - Loss on Debt Extinguishment of 6% Convertible Notes Due 2021 (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Extinguishment of Debt [Line Items] | |||
Loss on debt extinguishment | $ (44,208) | $ (17,424) | |
Convertible Senior Notes, 6 Percent Due in 2021 | |||
Extinguishment of Debt [Line Items] | |||
Debt conversion, original debt | $ 60,000 | $ 57,918 | |
Less: principal paid in cash during 2019 | (13,395) | ||
Less: principal converted to common stock during 2019 | (15,000) | ||
Loss on change in fair value during 2019 | 18,303 | ||
Accrued interest | 3,168 | ||
Carrying value of registration rights liability | 5,757 | ||
Net carrying value at extinguishment | 56,751 | ||
Total reacquisition price | 58,640 | ||
Loss on debt extinguishment | $ (1,889) |
Debt - Senior Convertible Notes
Debt - Senior Convertible Notes Due 2022 (Details) - USD ($) | Mar. 15, 2020 | Mar. 12, 2020 | Dec. 31, 2018 | Jun. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 15, 2019 | Nov. 08, 2019 | Jul. 24, 2019 |
Debt Conversion [Line Items] | |||||||||
Loss (gain) from change in fair value of debt | $ (15,376,000) | $ 2,082,000 | |||||||
Subsequent Event | |||||||||
Debt Conversion [Line Items] | |||||||||
Proceeds from debt, net of issuance costs | $ 4,500,000 | ||||||||
Convertible Senior Notes, 6 Percent Due in 2021 | |||||||||
Debt Conversion [Line Items] | |||||||||
Interest rate per annum | 6.00% | 6.00% | 6.00% | 6.00% | |||||
Debt instrument, face amount | $ 66,000,000 | ||||||||
Debt conversion, original debt | $ 60,000,000 | $ 57,918,000 | |||||||
Proceeds from debt, net of issuance costs | $ 56,200,000 | ||||||||
Senior Convertible Notes Due 2022 | |||||||||
Debt Conversion [Line Items] | |||||||||
Interest rate per annum | 15.00% | 5.00% | 5.00% | ||||||
Debt instrument, reduction rate of installment payment | 90.00% | ||||||||
Debt conversion, original debt | $ 10,000,000 | ||||||||
Proceeds from debt | 75,000,000 | ||||||||
Proceeds from debt, net of issuance costs | $ 30,000,000 | ||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 5 | ||||||||
Convertible debt, stock ownership, maximum percentage except under specified conditions | 4.99% | ||||||||
Loss (gain) from change in fair value of debt | $ 3,800,000 | ||||||||
Senior Convertible Notes Due 2022 | Maximum | |||||||||
Debt Conversion [Line Items] | |||||||||
Debt instrument, percent of face amount | 115.00% | ||||||||
Senior Convertible Notes Due 2022 | Minimum | |||||||||
Debt Conversion [Line Items] | |||||||||
Debt instrument, percent of face amount | 110.00% | ||||||||
Senior Convertible Notes Due 2022 | Subsequent Event | |||||||||
Debt Conversion [Line Items] | |||||||||
Debt instrument, fixed period payment | $ 3,000,000 | ||||||||
Debt instrument, periodic payment | $ 3,400,000 | ||||||||
Proceeds from debt, net of issuance costs | $ 75,000,000 |
Debt - Nikko Loan Agreements an
Debt - Nikko Loan Agreements and Notes (Details) - USD ($) $ in Thousands | Dec. 19, 2019 | Dec. 09, 2019 | Nov. 20, 2019 | Oct. 31, 2019 | Jul. 29, 2019 | Feb. 01, 2019 | Aug. 03, 2017 | Dec. 19, 2016 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 297,462 | $ 228,921 | ||||||||
Nikko $5.0M Note | Nikko Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt conversion, original debt | $ 5,000 | |||||||||
Long-term debt, gross | 5,000 | |||||||||
Interest rate per annum | 500.00% | |||||||||
Nikko $4.5M Note | Nikko Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt conversion, original debt | $ 4,500 | |||||||||
Long-term debt, gross | 4,500 | |||||||||
Interest rate per annum | 275.00% | |||||||||
Nikko $3.9M Note | Nikko Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt conversion, original debt | $ 3,900 | |||||||||
Long-term debt, gross | 2,862 | |||||||||
Interest rate per annum | 500.00% | |||||||||
Nikko $1.5M Note | Nikko Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt conversion, original debt | $ 1,500 | |||||||||
Long-term debt, gross | 900 | |||||||||
Interest rate per annum | 275.00% | |||||||||
Nikko $450K Note | Nikko Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt conversion, original debt | $ 450 | |||||||||
Long-term debt, gross | 450 | |||||||||
Interest rate per annum | 275.00% | |||||||||
Nikko $350K Note | Nikko Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt conversion, original debt | $ 350 | |||||||||
Long-term debt, gross | 350 | |||||||||
Interest rate per annum | 275.00% | |||||||||
Nikko $200K Note | Nikko Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt conversion, original debt | $ 200 | |||||||||
Long-term debt, gross | 171 | |||||||||
Interest rate per annum | 500.00% | |||||||||
Nikko $500K Note | Nikko Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt conversion, original debt | $ 500 | |||||||||
Long-term debt, gross | 84 | |||||||||
Interest rate per annum | 275.00% | |||||||||
Nikko Loan Agreements and Notes | Nikko Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt conversion, original debt | 16,400 | |||||||||
Long-term debt, gross | $ 14,317 |
Debt - Nikko Loan Agreements (D
Debt - Nikko Loan Agreements (Details) - USD ($) | Aug. 08, 2019 | Jul. 30, 2019 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 19, 2019 | Jul. 29, 2019 | Dec. 31, 2018 |
Debt Conversion [Line Items] | |||||||
Long-term debt | $ 261,772,000 | $ 209,697,000 | |||||
Subsequent Event | |||||||
Debt Conversion [Line Items] | |||||||
Long-term debt | $ 60,000,000 | ||||||
Nikko Loan Agreement | |||||||
Debt Conversion [Line Items] | |||||||
Debt instrument, face amount | $ 4,500,000 | $ 5,000,000 | |||||
Long-term debt | $ 100,000 | ||||||
Interest rate per annum | 2.75% | 5.00% | |||||
Nikko Loan Agreement | Subsequent Event | |||||||
Debt Conversion [Line Items] | |||||||
Debt instrument, face amount | $ 4,500,000 | ||||||
Nikko Loan Agreement | Aprinnova JV | |||||||
Debt Conversion [Line Items] | |||||||
First priority lien on interests owned by the company | 27.20% | 12.80% | |||||
Nikko Loan Agreement, First Installment | |||||||
Debt Conversion [Line Items] | |||||||
Debt instrument, face amount | $ 3,000,000 | $ 3,000,000 | |||||
Proceeds from issuance of long-term debt | 2,800,000 | ||||||
Nikko Loan Agreement, First Installment | Nikko | |||||||
Debt Conversion [Line Items] | |||||||
Proceeds from issuance of long-term debt, withheld as prepayment of interest payable | $ 200,000 | ||||||
Nikko Loan Agreement, Second Installment | |||||||
Debt Conversion [Line Items] | |||||||
Debt instrument, face amount | $ 2,000,000 | $ 2,000,000 | |||||
Proceeds from issuance of long-term debt | $ 1,900,000 |
Debt - Nikko Notes (Details)
Debt - Nikko Notes (Details) | Mar. 12, 2020USD ($) | Apr. 01, 2019USD ($) | Feb. 01, 2019USD ($) | Jan. 31, 2020USD ($) | Feb. 28, 2017USD ($) | Dec. 31, 2016USD ($) | May 01, 2020USD ($) | Dec. 31, 2019USD ($)instrument | Feb. 28, 2020USD ($) | Dec. 19, 2019 | Nov. 30, 2019USD ($) | Oct. 31, 2019USD ($) | Jul. 29, 2019USD ($) |
Subsequent Event | |||||||||||||
Debt Conversion [Line Items] | |||||||||||||
Debt conversion, converted instrument, amount | $ 75,000,000 | ||||||||||||
Repayments of debt | $ 500,000 | ||||||||||||
Aprinnova JV | Nikko Notes | |||||||||||||
Debt Conversion [Line Items] | |||||||||||||
Debt instrument, face amount | $ 1,500,000 | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | $ 3,900,000 | ||||||||
Debt conversion, converted instrument, amount | $ 3,500,000 | ||||||||||||
Debt instrument, term | 7 years | 13 years | |||||||||||
Interest rate per annum | 5.00% | 5.00% | 2.75% | ||||||||||
First priority lien on interests owned by the company | 10.00% | 10.00% | |||||||||||
Repayments of debt | 500,000,000 | ||||||||||||
Debt instrument, periodic payment, principal | $ 4 | $ 700,000,000 | |||||||||||
Debt instrument, number of promissory notes | instrument | 3 | ||||||||||||
Due from joint ventures | $ 200,000 | ||||||||||||
Debt instrument, periodic payment | $ 7,200,000 | ||||||||||||
Aprinnova JV | Nikko Notes | Subsequent Event | |||||||||||||
Debt Conversion [Line Items] | |||||||||||||
Debt instrument, face amount | $ 1,300,000 | ||||||||||||
Debt instrument, periodic payment, principal | $ 100,000,000 |
Debt - Letters of Credit (Detai
Debt - Letters of Credit (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2012 |
Debt Conversion [Line Items] | |||
Letters of credit outstanding | $ 1,000,000 | ||
Restricted cash, noncurrent | $ 960,000 | $ 960,000 | |
Letter of Credit | |||
Debt Conversion [Line Items] | |||
Restricted cash, noncurrent | $ 1,000,000 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 19, 2018 | Apr. 08, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 28, 2019 |
Schedule of Capitalization, Equity [Line Items] | |||||
Issuance of common stock for cash (in shares) | 1,643,991 | ||||
Stock price (in dollars per share) | $ 3.09 | $ 3.34 | $ 2.10 | ||
Proceeds from issuance of common stock in private placements, net of issuance costs | $ 14,221 | $ 1,415 | |||
Gates Foundation Purchase Agreement | |||||
Schedule of Capitalization, Equity [Line Items] | |||||
Issuance of common stock for cash (in shares) | 292,398 | ||||
Stock price (in dollars per share) | $ 17.10 | ||||
Proceeds from issuance of common stock in private placements, net of issuance costs | $ 5,000 | ||||
Compound annual return (as a percent) | 10.00% | ||||
Research and development obligation, remaining amount | $ 400 |
Stockholders' Deficit - Number
Stockholders' Deficit - Number of Callable Shares (Details) | 12 Months Ended | |
Dec. 31, 2019shares | Dec. 31, 2018shares | |
Class of Stock [Line Items] | ||
Preferred stock, shares outstanding | 8,280 | 14,656 |
Convertible Senior Notes, 6.0% Due in 2021 | ||
Class of Stock [Line Items] | ||
Debt instrument, convertible, number of equity instruments | 13,200,000 | |
The 2014 144A Notes | ||
Class of Stock [Line Items] | ||
Debt instrument, convertible, number of equity instruments | 181,238 | |
Series D Preferred Stock | ||
Class of Stock [Line Items] | ||
Debt instrument, convertible, number of equity instruments | 1,943,661 | |
Convertible Notes | ||
Class of Stock [Line Items] | ||
Debt instrument, convertible, number of equity instruments | 15,324,899 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) | Jan. 31, 2020$ / sharesshares | Jan. 14, 2020USD ($)$ / sharesshares | Nov. 14, 2019USD ($)$ / sharesshares | Oct. 28, 2019USD ($)$ / sharesshares | Oct. 24, 2019$ / sharesshares | Oct. 11, 2019$ / sharesshares | Sep. 10, 2019USD ($)$ / sharesshares | Aug. 28, 2019USD ($)$ / sharesshares | Aug. 14, 2019USD ($)$ / sharesshares | Jul. 24, 2019USD ($)$ / shares | Jul. 08, 2019USD ($)$ / sharesshares | Jun. 24, 2019USD ($)$ / sharesshares | May 15, 2019USD ($)$ / sharesshares | May 14, 2019USD ($)$ / sharesshares | May 10, 2019USD ($)$ / sharesshares | May 03, 2019USD ($)$ / sharesshares | Apr. 29, 2019USD ($)$ / sharesshares | Apr. 26, 2019USD ($)$ / sharesshares | Apr. 16, 2019USD ($)$ / sharesshares | Mar. 29, 2019USD ($) | Nov. 20, 2018USD ($)$ / sharesshares | Nov. 19, 2018USD ($)shares | Aug. 07, 2017USD ($)$ / sharesshares | Aug. 03, 2017USD ($)$ / sharesshares | Jan. 31, 2020USD ($)$ / sharesshares | Nov. 30, 2019USD ($)$ / sharesshares | Oct. 31, 2019USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Aug. 31, 2017 | May 31, 2017shares | Sep. 30, 2018USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Jan. 13, 2020shares | Nov. 15, 2019 | Nov. 08, 2019USD ($) | Oct. 10, 2019$ / shares | Sep. 30, 2019shares | Aug. 17, 2019$ / shares | Jul. 26, 2019USD ($) | Jul. 10, 2019USD ($)$ / sharesshares | Jul. 09, 2019$ / shares | Mar. 28, 2019USD ($)$ / shares | Jan. 01, 2019USD ($) | Dec. 10, 2018USD ($) | Dec. 06, 2018 |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash (in shares) | shares | 1,643,991 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of Series A preferred stock for cash | $ | $ 14,221,000 | $ 1,415,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants not settleable in cash, fair value disclosure | $ | $ 6,900,000 | |||||||||||||||||||||||||||||||||||||||||||||
Additional Warrants Issued (in shares) | shares | 45,130,273 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | shares | (2,649,982) | |||||||||||||||||||||||||||||||||||||||||||||
Proceeds from exercise of warrants, net of issuance costs | $ | $ 1,000 | $ 57,767,000 | ||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | $ | $ 41,000,000 | $ 41,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Stock price (in dollars per share) | $ 3.34 | $ 3.09 | $ 3.34 | $ 2.10 | ||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding, ending balance | shares | 14,656 | 8,280 | 14,656 | |||||||||||||||||||||||||||||||||||||||||||
Adjustments to adjustments additional paid in capital, other | $ | $ 6,800,000 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding | $ | $ 8,700,000 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, beneficial ownership limitation | 6.99% | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ | $ 58,665,000 | $ 42,703,000 | ||||||||||||||||||||||||||||||||||||||||||||
Fair value adjustment of debt | $ | $ 900,000 | |||||||||||||||||||||||||||||||||||||||||||||
Percent of composite trading volume | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, fair value | $ | $ 149,300,000 | $ 194,800,000 | $ 149,300,000 | |||||||||||||||||||||||||||||||||||||||||||
Warrants exercised, net settled (in shares) | shares | 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash (in shares) | shares | 3,610,944 | 205,168 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | shares | (2,515,174) | (20,891,038) | ||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock on issue date | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 3.21 | |||||||||||||||||||||||||||||||||||||||||||||
Stock price volatility | July Foris Credit Agreement | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 1.24 | |||||||||||||||||||||||||||||||||||||||||||||
Measurement Input, Risk Free Interest Rate | July Foris Credit Agreement | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0182 | |||||||||||||||||||||||||||||||||||||||||||||
Measurement Input, Exercise Price | July Foris Credit Agreement | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
Measurement Input, Expected Term | July Foris Credit Agreement | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.9 | |||||||||||||||||||||||||||||||||||||||||||||
Measurement Input, Expected Dividend Rate | July Foris Credit Agreement | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding, ending balance | shares | 6,376.28 | |||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion of series B preferred shares into common shares (in shares) | shares | 1,012,071 | |||||||||||||||||||||||||||||||||||||||||||||
Series D Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, stated value | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, conversion price per share to common stock | 4.26 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding, ending balance | shares | 8,280 | 8,280 | 8,280 | |||||||||||||||||||||||||||||||||||||||||||
Common stock, dividends, per share, declared | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||
Dividends, preferred stock, total | $ | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, beneficial ownership limitation | 9.99% | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, dividend rate | 17.38% | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock (in dollars per share) | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, beneficial ownership limitation, percent | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, percent of shares outstanding after conversion, maximum | 9.99% | |||||||||||||||||||||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion of series B preferred shares into common shares (in shares) | shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
DSM Supply Agreement | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash (in shares) | shares | 1,643,991,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of Series A preferred stock for cash | $ | $ 7,300,000 | $ 6,100,000 | ||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in dollars per share) | $ 4.41 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 181 days | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | $ 2.87 | $ 2.87 | |||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,200,000 | 1,200,000 | 4,877,386 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | shares | (25,326,095) | (4,877,386) | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from exercise of warrants, net of issuance costs | $ | $ 14,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ | $ 75,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event | Foris Ventures, LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 10,200,000 | 10,200,000 | ||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash (in shares) | shares | 7,500,000 | |||||||||||||||||||||||||||||||||||||||||||||
DSM International B.V. | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Designated holder maximum common stock ownership | 33.00% | |||||||||||||||||||||||||||||||||||||||||||||
DSM International B.V. | Designated Director One | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Designated director, minimum beneficial ownership level | 4.50% | |||||||||||||||||||||||||||||||||||||||||||||
DSM International B.V. | Designated Director Two | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Designated director, minimum beneficial ownership level | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||
DSM International B.V. | Series B Convertible Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash (in shares) | shares | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||
Stock price (in dollars per share) | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible preferred stock | $ | $ 25,900,000 | |||||||||||||||||||||||||||||||||||||||||||||
Vivo Capital LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 4,500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Foris Ventures, LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 15,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Non-affiliated Investors | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ | 1,300,000 | 8,200,000 | ||||||||||||||||||||||||||||||||||||||||||||
Private Placement | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 5,000,000 | $ 5,800,000 | $ 23,200,000 | |||||||||||||||||||||||||||||||||||||||||||
Beneficial common stock ownership maximum percentage | 19.99% | |||||||||||||||||||||||||||||||||||||||||||||
Private Placement | DSM | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash (in shares) | shares | 1,643,991 | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in dollars per share) | $ 3.68 | |||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | $ | $ 1,200,000 | $ 1,800,000 | $ 3,800,000 | |||||||||||||||||||||||||||||||||||||||||||
Gain (loss) from fair value adjustment in collaboration agreement | $ | 600,000 | |||||||||||||||||||||||||||||||||||||||||||||
Private Placement | Vivo Capital LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash (in shares) | shares | 900,000 | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in dollars per share) | $ 4.76 | |||||||||||||||||||||||||||||||||||||||||||||
Private Placement | Other Non-affiliated Investors | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash (in shares) | shares | 1,200,000 | 300,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Shares issued (in dollars per share) | $ 4.02 | $ 4.02 | $ 4.02 | |||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Private Placement | Foris Ventures, LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash (in shares) | shares | 2,800,000 | 6,700,000 | ||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in dollars per share) | $ 5.12 | $ 2.87 | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 20,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement | Vivo Capital LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 24,800,000 | |||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement | Vivo Capital LLC | Series D Convertible Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash (in shares) | shares | 12,958 | |||||||||||||||||||||||||||||||||||||||||||||
Stock price (in dollars per share) | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Senior Notes, 6.0% Due in 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ | $ 60,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate per annum | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||
August 2013 Convertible Notes | Wolverine | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, original debt | $ | $ 5,100,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument (in shares) | shares | 1,800,000 | |||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants not settleable in cash, fair value disclosure | $ | $ 1,900,000 | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in dollars per share) | $ 3.30 | |||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued, value | $ | $ 5,900,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Rule 144A Convertible Notes | Other Non-affiliated Investors | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, original debt | $ | $ 5,000,000 | $ 13,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument (in shares) | shares | 1,100,000 | 3,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, warrants issued | shares | 1,400,000 | |||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 5.02 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Rule 144A Convertible Notes | Foris Ventures, LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, original debt | $ | $ 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Rule 144A Convertible Notes | Maxwell (Mauritius) Pte Ltd | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, original debt | $ | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument (in shares) | shares | 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Senior Notes, 6 Percent Due in 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, original debt | $ | $ 60,000,000 | $ 57,918,000 | ||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ | $ 4,400,000 | $ 5,300,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ | $ 66,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ | 15,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate per annum | 6.00% | 6.00% | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||||||
The Naxyris Loan Agreement | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ | $ 24,400,000 | $ 10,400,000 | ||||||||||||||||||||||||||||||||||||||||||||
Interest rate per annum | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||
August Foris Credit Agreement | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.90 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 4,900,000 | 400,000 | 3,900,000 | |||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding | $ | $ 5,200,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Beneficial common stock ownership maximum percentage | 19.99% | |||||||||||||||||||||||||||||||||||||||||||||
Adjustments to additional paid-in capital warrant exercised | $ | $ 1,100,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, cashless exercise term | 6 months | |||||||||||||||||||||||||||||||||||||||||||||
August Foris Credit Agreement | Foris Ventures, LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding | $ | $ 8,700,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ | $ 6,800,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, percent of face amount | 100.00% | |||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, relative fair value | $ | $ 5,200,000 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate per annum | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||
August Foris Credit Agreement | Fair value of common stock on issue date | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 3.67 | |||||||||||||||||||||||||||||||||||||||||||||
August Foris Credit Agreement | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.94 | |||||||||||||||||||||||||||||||||||||||||||||
August Foris Credit Agreement | Measurement Input, Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0150 | |||||||||||||||||||||||||||||||||||||||||||||
August Foris Credit Agreement | Measurement Input, Exercise Price | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 3.90 | |||||||||||||||||||||||||||||||||||||||||||||
August Foris Credit Agreement | Measurement Input, Expected Term | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 2 | 1.7 | ||||||||||||||||||||||||||||||||||||||||||||
August Foris Credit Agreement | Measurement Input, Expected Dividend Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0 | |||||||||||||||||||||||||||||||||||||||||||||
August Foris Credit Agreement | Minimum | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.98 | |||||||||||||||||||||||||||||||||||||||||||||
August Foris Credit Agreement | Maximum | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 1 | |||||||||||||||||||||||||||||||||||||||||||||
Schottenfeld November 2019 Credit and Security Agreement | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, original debt | $ | $ 400,000 | |||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.87 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ | $ 6,800,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ | $ 50,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate per annum | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||
Schottenfeld November 2019 Credit and Security Agreement | Maximum | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.90 | |||||||||||||||||||||||||||||||||||||||||||||
Senior Convertible Notes Due 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, original debt | $ | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate per annum | 5.00% | 15.00% | 5.00% | |||||||||||||||||||||||||||||||||||||||||||
Senior Convertible Notes Due 2022 | Convertible Debt | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, original debt | $ | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Senior Convertible Notes Due 2022 | Minimum | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, percent of face amount | 110.00% | |||||||||||||||||||||||||||||||||||||||||||||
Senior Convertible Notes Due 2022 | Maximum | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, percent of face amount | 115.00% | |||||||||||||||||||||||||||||||||||||||||||||
Senior Convertible Notes Due 2022 | Subsequent Event | Convertible Debt | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, original debt | $ | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument (in shares) | shares | 2,742,160 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, term | 18 months | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ | $ 51,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, fair value | $ | $ 4,200,000 | |||||||||||||||||||||||||||||||||||||||||||||
Cost approach borrowing rate | 9.75% | |||||||||||||||||||||||||||||||||||||||||||||
May 2017 Warrants | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | $ 2.87 | ||||||||||||||||||||||||||||||||||||||||||||
Additional Warrants Issued (in shares) | shares | 6,078,156 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||
May 2017 Warrants, Warrant 1 | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Additional Warrants Issued (in shares) | shares | 14,768,380 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, dilution period | 3 years | |||||||||||||||||||||||||||||||||||||||||||||
May 2017 dilution warrants | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 0.0015 | |||||||||||||||||||||||||||||||||||||||||||||
Additional Warrants Issued (in shares) | shares | 4,795,924 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | shares | (1,758,009) | |||||||||||||||||||||||||||||||||||||||||||||
Dilution Warrants | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from exercise of warrants, net of issuance costs | $ | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock effective conversion price | $ 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, exercises during the period | shares | 2,600,000 | |||||||||||||||||||||||||||||||||||||||||||||
DSM Warrants | DSM International B.V. | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 6.30 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 3,968,116 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||
DSM Dilution Warrant | DSM International B.V. | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock effective conversion price | $ 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||
August 2017 Vito Dilution Warrants | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | shares | (4,678) | |||||||||||||||||||||||||||||||||||||||||||||
Designated holder maximum common stock ownership | 33.00% | |||||||||||||||||||||||||||||||||||||||||||||
Minimum beneficial ownership level to designate a director | 4.50% | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, stock ownership percentage, restriction on ability to exercise | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | Foris Ventures, LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.90 | $ 4.56 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | Other Non-affiliated Investors | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants not settleable in cash, fair value disclosure | $ | $ 5,900,000 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | Other Non-affiliated Investors | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.96 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | Other Non-affiliated Investors | Measurement Input, Expected Dividend Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | Other Non-affiliated Investors | Minimum | Fair value of common stock on issue date | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 4.27 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | Other Non-affiliated Investors | Minimum | Measurement Input, Strike Price | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 4.56 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | Other Non-affiliated Investors | Minimum | Measurement Input, Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0220 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | Other Non-affiliated Investors | Maximum | Fair value of common stock on issue date | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 4.54 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | Other Non-affiliated Investors | Maximum | Measurement Input, Strike Price | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 5.02 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | Other Non-affiliated Investors | Maximum | Measurement Input, Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0226 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | Foris Ventures, LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument (in shares) | shares | 1,100,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, warrants issued | shares | 400,000 | |||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | 3.90 | $ 4.56 | ||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | Rule 144A Convertible Notes | Other Non-affiliated Investors | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, warrants issued | shares | 1,400,000 | |||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 5.02 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash (in shares) | shares | 7,100,000 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of Series A preferred stock for cash | $ | $ 30,800,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,700,000 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants not settleable in cash, fair value disclosure | $ | $ 3,800,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, cashless exercise term | 6 months | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate per annum | 6.50% | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued for 2014 Rule 144A Convertible Notes Exchanges | August Foris Credit Agreement | Foris Ventures, LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | 3.90 | $ 4.56 | ||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 400,000 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued For August 2013 Convertible Notes | Wolverine | Fair value of common stock on issue date | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 3.33 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued For August 2013 Convertible Notes | Wolverine | Measurement Input, Strike Price | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued For August 2013 Convertible Notes | Wolverine | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.94 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued For August 2013 Convertible Notes | Wolverine | Measurement Input, Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0188 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued For August 2013 Convertible Notes | Wolverine | Measurement Input, Expected Dividend Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued For August 2013 Convertible Notes | August 2013 Convertible Notes | Wolverine | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, warrants issued | shares | 1,100,000 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants not settleable in cash, fair value disclosure | $ | $ 1,900,000 | |||||||||||||||||||||||||||||||||||||||||||||
Private Placement, April 16, 2019 | Foris Ventures, LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 5,400,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Private Placement, April 26, 2019 | Foris Ventures, LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | 3.90 | $ 5.12 | ||||||||||||||||||||||||||||||||||||||||||||
Private Placement, April 26, 2019 | Other Non-affiliated Investors | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 5.02 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,600,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Private Placement, April 26, 2019 | Foris Ventures, LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 5.12 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Private Placement, April 26, 2019 | August Foris Credit Agreement | Foris Ventures, LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.90 | $ 5.12 | ||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 3,900,000 | |||||||||||||||||||||||||||||||||||||||||||||
Private Placement April 29, 2019 | Vivo Capital LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 4.76 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Private Placement April 29, 2019 | Other Non-affiliated Investors | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 5.02 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Private Placement May 3, 2019 | Other Non-affiliated Investors | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 5.02 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 6 months | |||||||||||||||||||||||||||||||||||||||||||||
Cash and Dilution Warrants and Temasek Funding Warrant | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 8,100,000 | |||||||||||||||||||||||||||||||||||||||||||||
July Foris Credit Agreement | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 7.52 | $ 2.87 | $ 7.52 | |||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 4,900,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ | $ 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
July Foris Credit Agreement | Foris Ventures, LLC | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Long-term line of credit | $ | $ 8,000,000 | 16,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ | $ 8,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate per annum | 12.50% | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued in Exchange for 6 Percent Convertible Notes Due 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 5.12 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 200,000 | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, percent of face amount | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued in Exchange for 6 Percent Convertible Notes Due 2021 | Measurement Input, Expected Term | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 2 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued in Exchange for 6 Percent Convertible Notes Due 2021 | Measurement Input, Expected Dividend Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued in Exchange for 6 Percent Convertible Notes Due 2021 | Minimum | Fair value of common stock on issue date | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 3.55 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued in Exchange for 6 Percent Convertible Notes Due 2021 | Minimum | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.94 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued in Exchange for 6 Percent Convertible Notes Due 2021 | Minimum | Measurement Input, Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0172 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued in Exchange for 6 Percent Convertible Notes Due 2021 | Maximum | Fair value of common stock on issue date | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 4.39 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued in Exchange for 6 Percent Convertible Notes Due 2021 | Maximum | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.96 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued in Exchange for 6 Percent Convertible Notes Due 2021 | Maximum | Measurement Input, Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0216 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Senior Notes, 6 Percent Due in 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | $ 5.12 | ||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Senior Notes, 6 Percent Due in 2021 | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.93 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Senior Notes, 6 Percent Due in 2021 | Measurement Input, Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0186 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Senior Notes, 6 Percent Due in 2021 | Measurement Input, Exercise Price | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Senior Notes, 6 Percent Due in 2021 | Measurement Input, Expected Term | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 1.8 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Senior Notes, 6 Percent Due in 2021 | Measurement Input, Expected Dividend Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Investors Warrants | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding | $ | $ 7,900,000 | |||||||||||||||||||||||||||||||||||||||||||||
Investors Warrants | Fair value of common stock on issue date | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 4.56 | |||||||||||||||||||||||||||||||||||||||||||||
Investors Warrants | Measurement Input, Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0167 | |||||||||||||||||||||||||||||||||||||||||||||
Investors Warrants | Measurement Input, Exercise Price | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 3.90 | |||||||||||||||||||||||||||||||||||||||||||||
Investors Warrants | Measurement Input, Expected Term | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 2 | |||||||||||||||||||||||||||||||||||||||||||||
Investors Warrants | Measurement Input, Expected Dividend Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Investors Warrants | Minimum | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.94 | |||||||||||||||||||||||||||||||||||||||||||||
Investors Warrants | Investor Credit Agreements | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.90 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 3,200,000 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, beneficial ownership limitation | 9.99% | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Stock repurchase program, period in force | 60 days | |||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 120 days | |||||||||||||||||||||||||||||||||||||||||||||
Warrants or rights outstanding, reduction in exercise price | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||
Warrants or rights outstanding, additional reduction in exercise price | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||
Warrant, failure of registration, period | 90 days | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, cashless exercise term | 6 months | |||||||||||||||||||||||||||||||||||||||||||||
Investors Warrants | Investor Credit Agreements | Minimum | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.31 | |||||||||||||||||||||||||||||||||||||||||||||
Investors Warrants | Investor Credit Agreements | Maximum | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | 3.90 | |||||||||||||||||||||||||||||||||||||||||||||
Foris Loan And Security Amendment | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Foris Loan And Security Amendment | Fair value of common stock on issue date | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 3.65 | |||||||||||||||||||||||||||||||||||||||||||||
Adjustments to additional paid-in capital warrant exercised | $ | $ 4,100,000 | |||||||||||||||||||||||||||||||||||||||||||||
Foris Loan And Security Amendment | Measurement Input, Strike Price | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
Foris Loan And Security Amendment | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.94 | |||||||||||||||||||||||||||||||||||||||||||||
Foris Loan And Security Amendment | Measurement Input, Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0163 | |||||||||||||||||||||||||||||||||||||||||||||
Foris Loan And Security Amendment | Measurement Input, Expected Dividend Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0 | |||||||||||||||||||||||||||||||||||||||||||||
November 2019 Foris warrant | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.87 | $ 3.87 | ||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Additional Warrants Issued (in shares) | shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | shares | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Beneficial common stock ownership maximum percentage | 19.99% | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, cashless exercise term | 6 months | |||||||||||||||||||||||||||||||||||||||||||||
November 2019 Foris warrant | Fair value of common stock on issue date | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 4 | |||||||||||||||||||||||||||||||||||||||||||||
Adjustments to additional paid-in capital warrant exercised | $ | $ 2,100,000 | |||||||||||||||||||||||||||||||||||||||||||||
November 2019 Foris warrant | Measurement Input, Strike Price | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 3.87 | |||||||||||||||||||||||||||||||||||||||||||||
November 2019 Foris warrant | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.94 | |||||||||||||||||||||||||||||||||||||||||||||
November 2019 Foris warrant | Measurement Input, Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0163 | |||||||||||||||||||||||||||||||||||||||||||||
November 2019 Foris warrant | Measurement Input, Expected Dividend Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0 | |||||||||||||||||||||||||||||||||||||||||||||
LSA Amendment Warrants | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,400,000 | |||||||||||||||||||||||||||||||||||||||||||||
Beneficial common stock ownership maximum percentage | 19.99% | |||||||||||||||||||||||||||||||||||||||||||||
Adjustments to additional paid-in capital warrant exercised | $ | $ 2,900,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, cashless exercise term | 6 months | |||||||||||||||||||||||||||||||||||||||||||||
LSA Amendment Warrants | Fair value of common stock on issue date | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 3.59 | |||||||||||||||||||||||||||||||||||||||||||||
LSA Amendment Warrants | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.94 | |||||||||||||||||||||||||||||||||||||||||||||
LSA Amendment Warrants | Measurement Input, Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0158 | |||||||||||||||||||||||||||||||||||||||||||||
LSA Amendment Warrants | Measurement Input, Exercise Price | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
LSA Amendment Warrants | Measurement Input, Expected Term | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 2 | |||||||||||||||||||||||||||||||||||||||||||||
LSA Amendment Warrants | Measurement Input, Expected Dividend Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Naxyris LSA warrants | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
Additional Warrants Issued (in shares) | shares | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | shares | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Naxyris LSA warrants | The Naxyris Loan Agreement | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding | $ | $ 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, relative fair value | $ | $ 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Naxyris LSA warrants | The Naxyris Loan Agreement | Fair value of common stock on issue date | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 3.59 | |||||||||||||||||||||||||||||||||||||||||||||
Naxyris LSA warrants | The Naxyris Loan Agreement | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.94 | |||||||||||||||||||||||||||||||||||||||||||||
Naxyris LSA warrants | The Naxyris Loan Agreement | Measurement Input, Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0158 | |||||||||||||||||||||||||||||||||||||||||||||
Naxyris LSA warrants | The Naxyris Loan Agreement | Measurement Input, Exercise Price | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
Naxyris LSA warrants | The Naxyris Loan Agreement | Measurement Input, Expected Term | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 2 | |||||||||||||||||||||||||||||||||||||||||||||
Naxyris LSA warrants | The Naxyris Loan Agreement | Measurement Input, Expected Dividend Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0 | |||||||||||||||||||||||||||||||||||||||||||||
October 2019 Naxyris warrant | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.87 | $ 3.87 | ||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Additional Warrants Issued (in shares) | shares | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | shares | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding | $ | $ 3,600,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, relative fair value | $ | $ 2,800,000 | |||||||||||||||||||||||||||||||||||||||||||||
October 2019 Naxyris warrant | Fair value of common stock on issue date | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 3.69 | |||||||||||||||||||||||||||||||||||||||||||||
October 2019 Naxyris warrant | Measurement Input, Strike Price | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 3.87 | |||||||||||||||||||||||||||||||||||||||||||||
October 2019 Naxyris warrant | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.94 | |||||||||||||||||||||||||||||||||||||||||||||
October 2019 Naxyris warrant | Measurement Input, Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0164 | |||||||||||||||||||||||||||||||||||||||||||||
October 2019 Naxyris warrant | Measurement Input, Expected Term | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 2 | |||||||||||||||||||||||||||||||||||||||||||||
October 2019 Naxyris warrant | Measurement Input, Expected Dividend Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Schottenfeld November 2019 Credit and Security Agreement | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.87 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding | $ | $ 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of warrant or right, term | 2 years | |||||||||||||||||||||||||||||||||||||||||||||
Schottenfeld November 2019 Credit and Security Agreement | Fair value of common stock on issue date | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 3.89 | |||||||||||||||||||||||||||||||||||||||||||||
Schottenfeld November 2019 Credit and Security Agreement | Measurement Input, Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0158 | |||||||||||||||||||||||||||||||||||||||||||||
Schottenfeld November 2019 Credit and Security Agreement | Measurement Input, Exercise Price | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 3.87 | |||||||||||||||||||||||||||||||||||||||||||||
Schottenfeld November 2019 Credit and Security Agreement | Minimum | Stock price volatility | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.95 | |||||||||||||||||||||||||||||||||||||||||||||
Schottenfeld November 2019 Credit and Security Agreement | Investor Credit Agreements | Maximum | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.87 | |||||||||||||||||||||||||||||||||||||||||||||
April 6th 2019 PIPE Warrants | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.9 | |||||||||||||||||||||||||||||||||||||||||||||
April 29 2021 PIPE Warrants | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | 4.76 | |||||||||||||||||||||||||||||||||||||||||||||
APril 2019 PIPE Warrants Due May 3 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | 5.02 | |||||||||||||||||||||||||||||||||||||||||||||
September 2019 Investor Credit Agreement Warrants | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | 3.87 | |||||||||||||||||||||||||||||||||||||||||||||
November 2019 Investor Credit Agreement Warrants | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | 3.9 | |||||||||||||||||||||||||||||||||||||||||||||
May 2019 Note Exchange Warrants | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
June 2019 Note Exchange Warrants | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | 5.12 | |||||||||||||||||||||||||||||||||||||||||||||
May 2019 6.5% Note Exchange Warrants, Due May 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | 3.9 | |||||||||||||||||||||||||||||||||||||||||||||
May 2019 6.5% Note Exchange Warrants, Due May 14, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | 5.02 | |||||||||||||||||||||||||||||||||||||||||||||
August 2018 Warrant Exercise Agreements, Due May 17, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | 2.87 | |||||||||||||||||||||||||||||||||||||||||||||
August 2018 Warrant Exercise Agreements, Due May 20, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 7.52 |
Stockholders' Deficit - Warrant
Stockholders' Deficit - Warrant Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Nov. 30, 2019 | Oct. 28, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 26,891,512 | ||
Additional Warrants Issued (in shares) | 45,130,273 | ||
Exercises (in shares) | (2,649,982) | ||
Expiration (in shares) | (3,616,174) | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0.22166 | ||
Number outstanding, ending balance (in shares) | 65,755,629 | ||
Foris LSA warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 3,438,829 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 3,438,829 | ||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | ||
November 2019 Foris warrant | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 1,000,000 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 1,000,000 | ||
Exercise price of warrants or rights (in dollars per share) | $ 3.87 | $ 3.87 | |
August 2019 Foris warrant | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 4,871,795 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 4,871,795 | ||
Exercise price of warrants or rights (in dollars per share) | $ 3.90 | ||
April 2019 PIPE warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 8,084,770 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 8,084,770 | ||
April 6th 2019 PIPE Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Exercise price of warrants or rights (in dollars per share) | $ 3.9 | ||
August 2018 Warrant Exercise Agreements, Due May 20, 2020 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Exercise price of warrants or rights (in dollars per share) | 7.52 | ||
August 2018 Warrant Exercise Agreements, Due May 17, 2020 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Exercise price of warrants or rights (in dollars per share) | 2.87 | ||
May 2019 6.5% Note Exchange Warrants, Due May 14, 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Exercise price of warrants or rights (in dollars per share) | 5.02 | ||
May 2019 6.5% Note Exchange Warrants, Due May 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Exercise price of warrants or rights (in dollars per share) | 3.9 | ||
June 2019 Note Exchange Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Exercise price of warrants or rights (in dollars per share) | 5.12 | ||
May 2019 Note Exchange Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Exercise price of warrants or rights (in dollars per share) | 2.87 | ||
November 2019 Investor Credit Agreement Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Exercise price of warrants or rights (in dollars per share) | 3.9 | ||
September 2019 Investor Credit Agreement Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Exercise price of warrants or rights (in dollars per share) | 3.87 | ||
APril 2019 PIPE Warrants Due May 3 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Exercise price of warrants or rights (in dollars per share) | 5.02 | ||
April 29 2021 PIPE Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Exercise price of warrants or rights (in dollars per share) | $ 4.76 | ||
April 2019 Foris warrant | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 5,424,804 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 5,424,804 | ||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | ||
September and November 2019 Investor Credit Agreement warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 5,233,551 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 5,233,551 | ||
Naxyris LSA warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 2,000,000 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 2,000,000 | ||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | ||
October 2019 Naxyris warrant | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 2,000,000 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 2,000,000 | ||
Exercise price of warrants or rights (in dollars per share) | $ 3.87 | $ 3.87 | |
May-June 2019 6% Note Exchange warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 2,181,818 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 2,181,818 | ||
May 2019 6.50% Note Exchange warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 1,744,241 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 1,744,241 | ||
July 2019 Wolverine warrant | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 1,080,000 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 1,080,000 | ||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | ||
August 2018 warrant exercise agreements | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 12,097,164 | ||
Additional Warrants Issued (in shares) | 0 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 12,097,164 | ||
April 2018 warrant exercise agreements | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 3,616,174 | ||
Additional Warrants Issued (in shares) | 0 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | (3,616,174) | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 0 | ||
Exercise price of warrants or rights (in dollars per share) | $ 0 | ||
May 2017 cash warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 6,244,820 | ||
Additional Warrants Issued (in shares) | 0 | ||
Exercises (in shares) | (166,664) | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 2.87000 | ||
Number outstanding, ending balance (in shares) | 6,078,156 | ||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | ||
August 2017 cash warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 3,968,116 | ||
Additional Warrants Issued (in shares) | 0 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0.00015 | ||
Number outstanding, ending balance (in shares) | 3,968,116 | ||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | ||
May 2017 dilution warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 47,978 | ||
Additional Warrants Issued (in shares) | 4,795,924 | ||
Exercises (in shares) | (1,758,009) | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0.00015 | ||
Number outstanding, ending balance (in shares) | 3,085,893 | ||
Exercise price of warrants or rights (in dollars per share) | $ 0.0015 | ||
August 2017 dilution warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 3,028,983 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 3,028,983 | ||
Exercise price of warrants or rights (in dollars per share) | $ 0.0001 | ||
February 2016 related party private placement | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 171,429 | ||
Additional Warrants Issued (in shares) | 0 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 171,429 | ||
Exercise price of warrants or rights (in dollars per share) | $ 0.15 | ||
July 2015 related party debt exchange | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 133,334 | ||
Additional Warrants Issued (in shares) | 0 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 133,334 | ||
Exercise price of warrants or rights (in dollars per share) | $ 0.15 | ||
July 2015 private placement | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 81,197 | ||
Additional Warrants Issued (in shares) | 0 | ||
Exercises (in shares) | (8,547) | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0.15000 | ||
Number outstanding, ending balance (in shares) | 72,650 | ||
Exercise price of warrants or rights (in dollars per share) | $ 0.15 | ||
July 2015 related party debt exchange | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 58,690 | ||
Additional Warrants Issued (in shares) | 0 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 58,690 | ||
Exercise price of warrants or rights (in dollars per share) | $ 0.15 | ||
July 2015 related party debt exchange | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 471,204 | ||
Additional Warrants Issued (in shares) | 245,558 | ||
Exercises (in shares) | (716,762) | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0.15000 | ||
Number outstanding, ending balance (in shares) | 0 | ||
Exercise price of warrants or rights (in dollars per share) | $ 0 | ||
Other | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 1,406 | ||
Additional Warrants Issued (in shares) | 0 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 0 | ||
Number outstanding, ending balance (in shares) | 1,406 | ||
Exercise price of warrants or rights (in dollars per share) | $ 160.05 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Calculation of Basic and Diluted Net Loss Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to Amyris, Inc. | $ (242,767) | $ (230,235) |
Less deemed dividend to preferred shareholder on issuance and modification of common stock warrants | (34,964) | 0 |
Less deemed dividend related to proceeds discount upon conversion of Series D preferred stock | 0 | (6,852) |
Add: losses allocated to participating securities | (7,380) | (13,991) |
Net loss attributable to Amyris, Inc. common stockholders | (270,351) | (223,096) |
Adjustment to losses allocated to participating securities | (137) | 0 |
Gain from change in fair value of derivative instruments | (4,963) | 0 |
Net loss attributable to Amyris, Inc. common stockholders, diluted | $ (275,177) | $ (223,096) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted (in shares) | 101,370,632 | 60,405,910 |
Earnings per share, basic (in dollars per share) | $ (2.67) | $ (3.69) |
Effect of dilutive common stock warrants | (74,057) | 0 |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted (in shares) | 101,296,575 | 60,405,910 |
Earnings per share, diluted (in dollars per share) | $ (2.72) | $ (3.69) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 85,932,619 | 53,332,381 |
Period-end common stock warrants | ||
Class of Stock [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 59,204,650 | 25,986,370 |
Convertible Promissory Notes | ||
Class of Stock [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 13,381,238 | 13,703,162 |
Period-end stock options to purchase common stock | ||
Class of Stock [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 5,620,419 | 5,392,269 |
Period-end restricted stock units | ||
Class of Stock [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 5,782,651 | 5,294,848 |
Period-end preferred shares on an as-converted basis | ||
Class of Stock [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,943,661 | 2,955,732 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Dec. 31, 2019 | Dec. 19, 2019 | Nov. 30, 2019 | Oct. 31, 2019 | Jul. 29, 2019 | Dec. 31, 2018 | Feb. 28, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||||||
Liabilities recorded for agreements | $ 0 | $ 0 | ||||||
Nikko Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 4,500,000 | $ 5,000,000 | ||||||
Aprinnova JV | Nikko Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | $ 3,900,000 | $ 1,500,000 | |||
First priority lien on interests owned by the company | 10.00% | 10.00% | ||||||
Aprinnova JV | Nikko Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
First priority lien on interests owned by the company | 27.20% | 12.80% |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 152,557 | $ 63,604 |
Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 59,872 | 33,598 |
Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 54,043 | 7,658 |
Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 38,642 | 22,348 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 70,809 | 29,406 |
Europe | Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 10,092 | 7,576 |
Europe | Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 54,043 | 7,658 |
Europe | Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,674 | 14,172 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 58,671 | 26,240 |
United States | Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 34,295 | 16,292 |
United States | Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
United States | Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 24,376 | 9,948 |
Asia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 18,980 | 6,331 |
Asia | Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 11,503 | 8,664 |
Asia | Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Asia | Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,477 | (2,333) |
Brazil | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,727 | 942 |
Brazil | Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,612 | 381 |
Brazil | Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Brazil | Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 115 | 561 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 370 | 685 |
Other | Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 370 | 685 |
Other | Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 0 | $ 0 |
Revenue Recognition - Revenue i
Revenue Recognition - Revenue in Connection With Significant Revenue Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 152,557 | $ 63,604 |
Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 59,872 | 33,598 |
Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 54,043 | 7,658 |
Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 38,642 | 22,348 |
All Other Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 51,557 | 24,877 |
All Other Customers | Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 43,794 | 25,775 |
All Other Customers | Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
All Other Customers | Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,763 | (898) |
Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 101,000 | 38,727 |
Significant Revenue Agreement | Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 16,078 | 7,823 |
Significant Revenue Agreement | Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 54,043 | 7,658 |
Significant Revenue Agreement | Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 30,879 | 23,246 |
Significant Revenue Agreement | DSM International B.V. | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 53,181 | 10,711 |
Significant Revenue Agreement | DSM International B.V. | Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 10 | 18 |
Significant Revenue Agreement | DSM International B.V. | Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 49,051 | 5,958 |
Significant Revenue Agreement | DSM International B.V. | Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,120 | 4,735 |
Significant Revenue Agreement | Firmenich | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 14,996 | 11,144 |
Significant Revenue Agreement | Firmenich | Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,591 | 3,727 |
Significant Revenue Agreement | Firmenich | Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,992 | 1,700 |
Significant Revenue Agreement | Firmenich | Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,413 | 5,717 |
Significant Revenue Agreement | Lavvan | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 18,342 | 0 |
Significant Revenue Agreement | Lavvan | Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Significant Revenue Agreement | Lavvan | Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Significant Revenue Agreement | Lavvan | Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 18,342 | 0 |
Significant Revenue Agreement | Givaudan International, SA | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,977 | 8,436 |
Significant Revenue Agreement | Givaudan International, SA | Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,477 | 4,078 |
Significant Revenue Agreement | Givaudan International, SA | Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Significant Revenue Agreement | Givaudan International, SA | Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,500 | 4,358 |
Significant Revenue Agreement | DARPA | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,504 | 8,436 |
Significant Revenue Agreement | DARPA | Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Significant Revenue Agreement | DARPA | Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Significant Revenue Agreement | DARPA | Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 5,504 | $ 8,436 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | May 02, 2019 | Apr. 16, 2019 | Nov. 19, 2018 | Apr. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Aug. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Jul. 31, 2017 | Sep. 30, 2015 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Revenue | $ 152,557,000 | $ 63,604,000 | |||||||||||||||
Contract assets | $ 8,485,000 | 8,485,000 | 0 | ||||||||||||||
Issuance of common stock for cash (in shares) | 1,643,991 | ||||||||||||||||
Decrease in contract liabilities | 6,872,000 | (3,158,000) | |||||||||||||||
Revenue, remaining performance obligation, constrained variable consideration | 181,000,000 | 181,000,000 | |||||||||||||||
Licenses and Royalties | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Revenue | 54,043,000 | 7,658,000 | |||||||||||||||
Technology Investment Agreement with DARPA | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Maximum DARPA funding to be received if all milestones are achieved | $ 35,000,000 | ||||||||||||||||
Collective obligation due | $ 15,500,000 | ||||||||||||||||
Collaboration agreement period | 4 years | ||||||||||||||||
Lavvan | The Cannabinoid Agreement | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Agreement amount | $ 300,000,000 | ||||||||||||||||
Research and development funding that could be received | $ 300,000,000 | ||||||||||||||||
Profit sharing to be received, period | 20 years | ||||||||||||||||
Estimated total unconstrained transaction price | $ 145,000,000 | ||||||||||||||||
Variable consideration related to milestones | 181,000,000 | 181,000,000 | |||||||||||||||
Contract assets | 8,300,000 | 8,300,000 | |||||||||||||||
Firmenich | Collaborative Arrangement | Flavors and Fragrances Compounds | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Sales margin collaborator percentage split | 70.00% | ||||||||||||||||
Firmenich | Master Collaboration Agreement | Flavors and Fragrances Compounds | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Sales margin collaborator percentage split | 70.00% | ||||||||||||||||
Return required for collaboration partner before adjusting split on sales margin | $ 15,000,000 | ||||||||||||||||
Success bonus | $ 2,500,000 | ||||||||||||||||
Supply agreement, renewable terms | 10 years | ||||||||||||||||
Collaboration agreement, automatic renewal term | 3 years | ||||||||||||||||
Contingent consideration liability | 700,000 | 700,000 | |||||||||||||||
Givaudan International, SA | Collaborative Arrangement | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Supply agreement, renewable terms | 5 years | ||||||||||||||||
Collaboration agreement, automatic renewal term | 1 year | ||||||||||||||||
DSM International B.V. | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Consideration transferred | $ 57,000,000 | ||||||||||||||||
Final annual royalty payment due under original agreement | 7,400,000 | ||||||||||||||||
Proceeds from Customers | $ 21,700,000 | ||||||||||||||||
Offset of past due trade payables | $ 27,900,000 | ||||||||||||||||
Cumulative catch-up adjustment to revenue | 8,800,000 | $ 37,100,000 | 37,100,000 | ||||||||||||||
Contract with customer, liability | $ 12,500,000 | $ 12,500,000 | 12,500,000 | ||||||||||||||
Revenue recognized | 3,600,000 | ||||||||||||||||
Performance agreement, contingent obligation | $ 1,800,000 | ||||||||||||||||
DSM International B.V. | License | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Revenue | $ 54,600,000 | ||||||||||||||||
Upfront license fee received | $ 27,500,000 | ||||||||||||||||
DSM International B.V. | Collaborative Arrangement | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Receivable from collaborators | $ 9,000,000 | ||||||||||||||||
DSM International B.V. | DSM November 2018 Letter Agreement | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Common stock, value reserved for future issuance | $ 5,000,000 | ||||||||||||||||
DSM International B.V. | DSM Value Sharing Agreement | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Revenue | 7,900,000 | ||||||||||||||||
Receivable from collaborators | $ 33,100,000 | 33,100,000 | |||||||||||||||
Nonrefundable royalty payment received | $ 7,400,000 | $ 9,300,000 | 15,000,000 | ||||||||||||||
Additional royalty payments received | $ 18,100,000 | ||||||||||||||||
Royalty payment received, net of early payment discount | $ 700,000 | $ 700,000 | |||||||||||||||
Agreement, accelerated payment fee | $ 750,000 | ||||||||||||||||
DSM International B.V. | DSM November 2018 Supply Agreement Amendment | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Cash reservation fee, payable | $ 15,500,000 | ||||||||||||||||
Issuance of common stock for cash (in shares) | 1,643,991 | ||||||||||||||||
Cash fee | $ 7,300,000 | ||||||||||||||||
Contingent fee, share price trigger (in dollars per share) | $ 4.41 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 16,322 | $ 16,003 |
Accounts receivable - related party, net | 3,868 | 1,349 |
Accounts receivable, unbilled - related party | 0 | 8,021 |
Contract assets | 8,485 | 0 |
Contract assets, noncurrent - related party | 1,203 | 1,203 |
Contract liabilities | 1,353 | 8,236 |
Contract liabilities, noncurrent | $ 1,449 | $ 1,587 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 139,515 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 56,719 |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 52,313 |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 30,483 |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 0 |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Related Party Transactions - Re
Related Party Transactions - Related Party Debt (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||
Derivative liabilities | $ 41 | $ 41 | |
Capitalized Contract Cost, Amortization Period | 5 years | ||
Foris Ventures, LLC | |||
Related Party Transaction [Line Items] | |||
Derivative liabilities | $ 19 | ||
Related Party Convertible Notes | |||
Related Party Transaction [Line Items] | |||
Derivative liabilities | 2.6 | $ 0 | |
Derivative Liability, Debt-related | |||
Related Party Transaction [Line Items] | |||
Derivative liabilities | $ (0.1) | $ (8.5) |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Long-term debt, gross | $ 297,462 | $ 228,921 |
Unaccreted Debt (Discount) Premium | (20,314) | (17,142) |
Long-term debt | 261,772 | 209,697 |
Related Party Debt | DSM International B.V. | DSM Note | ||
Related Party Transaction [Line Items] | ||
Long-term debt, gross | 33,000 | 25,000 |
Unaccreted Debt (Discount) Premium | (4,621) | (6,311) |
Long-term debt | 28,379 | 18,689 |
Related Party Debt | Foris Ventures, LLC | ||
Related Party Transaction [Line Items] | ||
Long-term debt, gross | 182,966 | 49,705 |
Unaccreted Debt (Discount) Premium | (14,959) | (7,349) |
Long-term debt | 168,007 | 42,356 |
Related Party Debt | Foris Ventures, LLC | Foris Notes | ||
Related Party Transaction [Line Items] | ||
Long-term debt, gross | 115,351 | 0 |
Unaccreted Debt (Discount) Premium | (9,516) | 0 |
Long-term debt | 105,835 | 0 |
Related Party Debt | Foris Ventures, LLC | Related Party 2014 144A Convertible Notes | ||
Related Party Transaction [Line Items] | ||
Long-term debt, gross | 0 | 5,000 |
Unaccreted Debt (Discount) Premium | 0 | (181) |
Long-term debt | 0 | 4,819 |
Related Party Debt | Foris Ventures, LLC | Foris Debt | ||
Related Party Transaction [Line Items] | ||
Long-term debt, gross | 115,351 | 5,000 |
Unaccreted Debt (Discount) Premium | (9,516) | (181) |
Long-term debt | 105,835 | 4,819 |
Related Party Debt | Naxyris S.A. | Naxyris Note | ||
Related Party Transaction [Line Items] | ||
Long-term debt, gross | 24,437 | 0 |
Unaccreted Debt (Discount) Premium | (822) | 0 |
Long-term debt | 23,615 | 0 |
Related Party Debt | Temasek | Related Party 2014 144A Convertible Notes | ||
Related Party Transaction [Line Items] | ||
Long-term debt, gross | 0 | 10,000 |
Unaccreted Debt (Discount) Premium | 0 | (435) |
Long-term debt | 0 | 9,565 |
Related Party Debt | Total | The 2014 144A Notes | ||
Related Party Transaction [Line Items] | ||
Long-term debt, gross | 10,178 | 9,705 |
Unaccreted Debt (Discount) Premium | 0 | (422) |
Long-term debt | $ 10,178 | $ 9,283 |
Related Party Transactions - _2
Related Party Transactions - Related Party Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Revenues | $ 152,557 | $ 63,604 |
Customers Other Than Related Parties | ||
Related Party Transaction [Line Items] | ||
Revenues | 99,330 | 52,551 |
DSM International B.V. | ||
Related Party Transaction [Line Items] | ||
Revenues | 53,181 | 10,711 |
Total | ||
Related Party Transaction [Line Items] | ||
Revenues | 46 | 342 |
Novvi LLC | ||
Related Party Transaction [Line Items] | ||
Revenues | 0 | 0 |
Related Parties | ||
Related Party Transaction [Line Items] | ||
Revenues | 53,227 | 11,053 |
Renewable Products | ||
Related Party Transaction [Line Items] | ||
Revenues | 59,872 | 33,598 |
Renewable Products | Customers Other Than Related Parties | ||
Related Party Transaction [Line Items] | ||
Revenues | 59,816 | 33,238 |
Renewable Products | DSM International B.V. | ||
Related Party Transaction [Line Items] | ||
Revenues | 10 | 18 |
Renewable Products | Total | ||
Related Party Transaction [Line Items] | ||
Revenues | 46 | 342 |
Renewable Products | Novvi LLC | ||
Related Party Transaction [Line Items] | ||
Revenues | 0 | 0 |
Renewable Products | Related Parties | ||
Related Party Transaction [Line Items] | ||
Revenues | 56 | 360 |
Licenses and Royalties | ||
Related Party Transaction [Line Items] | ||
Revenues | 54,043 | 7,658 |
Licenses and Royalties | Customers Other Than Related Parties | ||
Related Party Transaction [Line Items] | ||
Revenues | 4,992 | 1,700 |
Licenses and Royalties | DSM International B.V. | ||
Related Party Transaction [Line Items] | ||
Revenues | 49,051 | 5,958 |
Licenses and Royalties | Total | ||
Related Party Transaction [Line Items] | ||
Revenues | 0 | 0 |
Licenses and Royalties | Novvi LLC | ||
Related Party Transaction [Line Items] | ||
Revenues | 0 | 0 |
Licenses and Royalties | Related Parties | ||
Related Party Transaction [Line Items] | ||
Revenues | 49,051 | 5,958 |
Grants and Collaborations | ||
Related Party Transaction [Line Items] | ||
Revenues | 38,642 | 22,348 |
Grants and Collaborations | Customers Other Than Related Parties | ||
Related Party Transaction [Line Items] | ||
Revenues | 34,522 | 17,613 |
Grants and Collaborations | DSM International B.V. | ||
Related Party Transaction [Line Items] | ||
Revenues | 4,120 | 4,735 |
Grants and Collaborations | Total | ||
Related Party Transaction [Line Items] | ||
Revenues | 0 | 0 |
Grants and Collaborations | Novvi LLC | ||
Related Party Transaction [Line Items] | ||
Revenues | 0 | 0 |
Grants and Collaborations | Related Parties | ||
Related Party Transaction [Line Items] | ||
Revenues | $ 4,120 | $ 4,735 |
Related Party Transactions - _3
Related Party Transactions - Related Party Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 3,868 | $ 1,349 |
DSM International B.V. | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 3,868 | 1,071 |
Novvi LLC | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 0 | 188 |
Total | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 0 | $ 90 |
Related Party Transactions - _4
Related Party Transactions - Related Party Accounts Receivable Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Contingent consideration | $ 3,303 | $ 4,286 |
Accounts receivable, unbilled - related party | 0 | 8,021 |
Accounts receivable, unbilled - related party | DSM International B.V. | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, unbilled - related party | 0 | 8,000 |
Contract assets, noncurrent - related party | DSM International B.V. | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, unbilled - related party | $ 1,200 | $ 1,200 |
Related Party Transactions - _5
Related Party Transactions - Related Party Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Due to Related Parties, Current, Total | $ 18,492 | $ 23,667 |
Related party debt, net of current portion | 149,515 | 18,689 |
Accounts Payable, Accrued Liabilities, And Other Current Liabilities | DSM International B.V. | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties, Current, Total | 14,000 | 2,100 |
Other Noncurrent Liabilities | DSM International B.V. | ||
Related Party Transaction [Line Items] | ||
Related party debt, net of current portion | $ 3,800 | $ 3,600 |
Related Party Transactions - _6
Related Party Transactions - Related Party DSM Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Working capital | $ 86,700 | ||
Contract liabilities | $ 8,236 | 1,353 | $ 8,236 |
Payments for legal settlements | 6,800 | ||
DSM International B.V. | |||
Related Party Transaction [Line Items] | |||
Contract with customer, liability | 34,700 | ||
Contract with customer, liability, fair value adjustment | 1,400 | 33,300 | |
Legal fees | 6,800 | ||
Working capital | 2,100 | ||
Contract liabilities | 1,204 | 1,204 | 1,204 |
Post-closing working capital adjustment payment recorded as loss on divestiture | 2,100 | ||
Royalty | DSM International B.V. | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity | 25,000 | 25,000 | |
Manufactured Product, Other | DSM International B.V. | |||
Related Party Transaction [Line Items] | |||
Contract with customer, liability | 24,400 | ||
Manufacturing capacity, fair value | 24,400 | ||
Contract liabilities | $ 3,300 | 14,100 | $ 3,300 |
Additional deferred cost of products sold | $ 7,000 |
Related Party Transactions - Ap
Related Party Transactions - Aprinnova JV's Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Liabilities | $ 5,249 | $ 0 |
Aprinnova JV | Nikko | ||
Related Party Transaction [Line Items] | ||
Assets | 17,390 | 12,904 |
Liabilities | $ 3,690 | $ 2,364 |
Related Party Transactions - _7
Related Party Transactions - Related Party Joint Venture (Details) - Nikko - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | 36 Months Ended |
Dec. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2019 | |
First Aprinnova Loan | |||
Related Party Transaction [Line Items] | |||
Debt instrument, face amount | $ 0.5 | $ 0.2 | $ 0.2 |
Second Aprinnova Loan | |||
Related Party Transaction [Line Items] | |||
Debt instrument, face amount | 1.5 | 0.2 | 0.2 |
Aprinnova Short Term Loan | |||
Related Party Transaction [Line Items] | |||
Debt instrument, face amount | $ 1.2 | $ 1.2 | |
Aprinnova JV | |||
Related Party Transaction [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
Payments to acquire businesses, gross | 10 | ||
Noncontrolling interest, period increase (decrease) | $ 0.3 | ||
Notes receivable, related parties | $ 3.9 | ||
Aprinnova JV | Maximum | |||
Related Party Transaction [Line Items] | |||
Proceeds from equity method investment, distribution, return of capital | $ 10 |
Related Party Transactions - Of
Related Party Transactions - Office Sublease (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Operating leases, rent expense, sublease rentals | $ 0.6 | $ 0.6 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) | Sep. 28, 2010shares | May 31, 2018shares | Dec. 31, 2019USD ($)instrument$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2005 |
Compensating Balances [Line Items] | |||||
Outstanding awards (in shares) | 5,620,419 | 5,390,270 | |||
Weighted average exercise price (in dollars per share) | $ / shares | $ 10.27 | $ 11.55 | |||
Performance-based stock options, grant date fair value | $ | $ 5,100,000 | ||||
Share-based payment arrangement, expense | $ | 12,554,000 | $ 9,190,000 | |||
Exercises in period, intrinsic value | $ | $ 0 | 200,000 | |||
Issuance of common stock upon exercise of stock options (in shares) | 7,445 | ||||
Chief Executive Officer | |||||
Compensating Balances [Line Items] | |||||
Purchasable shares under performance based options | 3,250,000 | ||||
Fair value of the Company’s common stock on grant date (in dollars per share) | $ / shares | $ 5.08 | ||||
Performance-based Stock Options | |||||
Compensating Balances [Line Items] | |||||
Fair value of the Company’s common stock on grant date (in dollars per share) | $ / shares | $ 5.08 | ||||
Share-based payment arrangement, expense | $ | $ 0 | 700,000 | |||
Share-based Payment Arrangement, Option | |||||
Compensating Balances [Line Items] | |||||
Share-based payment arrangement, expense | $ | $ 2,000,000 | $ 2,600,000 | |||
Period for recognition | 3 years 9 months 18 days | ||||
Period-end restricted stock units | |||||
Compensating Balances [Line Items] | |||||
Outstanding, RSUs (in shares) | 5,782,651 | 5,294,803 | |||
Grants in period (in shares) | 2,996,660 | 5,452,664 | |||
Share-based payment arrangement, expense | $ | $ 10,200,000 | $ 6,400,000 | |||
Weighted average grant date fair value, grants in period (in dollars per share) | $ / shares | $ 3.96 | $ 5.36 | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 22,300,000 | $ 23,800,000 | |||
Minimum | Chief Executive Officer | |||||
Compensating Balances [Line Items] | |||||
Performance-based stock options contingently available for issuance | 0 | ||||
Minimum | Period-end restricted stock units | |||||
Compensating Balances [Line Items] | |||||
Award vesting period | 3 years | ||||
Maximum | Chief Executive Officer | |||||
Compensating Balances [Line Items] | |||||
Performance-based stock options contingently available for issuance | 3,250,000 | ||||
Maximum | Period-end restricted stock units | |||||
Compensating Balances [Line Items] | |||||
Award vesting period | 5 years | ||||
Stock Options and Stock Issuance Plans, 2005 | |||||
Compensating Balances [Line Items] | |||||
Minimum percent of exercise price to fair market value on grant date | 100.00% | ||||
Minimum percent of shareholder triggering higher exercise price | 10.00% | ||||
Minimum percent of exercise price to fair market value on grant date of ten percent or greater shareholder of company | 110.00% | ||||
Award vesting period | 5 years | ||||
Outstanding awards (in shares) | 31,104 | 52,389 | |||
Weighted average exercise price (in dollars per share) | $ / shares | $ 259.19 | $ 185.93 | |||
Number of shares available for grant (in shares) | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||
Equity Incentive Plan, 2010 | |||||
Compensating Balances [Line Items] | |||||
Number of shares authorized (in shares) | 2,000,000 | ||||
Period available to grant | 10 years | ||||
Minimum percent of exercise price to fair market value on grant date | 100.00% | ||||
Minimum percent of shareholder triggering higher exercise price | 10.00% | ||||
Minimum percent of exercise price to fair market value on grant date of ten percent or greater shareholder of company | 110.00% | ||||
Outstanding awards (in shares) | 5,589,315 | 5,339,214 | |||
Weighted average exercise price (in dollars per share) | $ / shares | $ 8.89 | $ 9.62 | |||
Number of shares available for grant (in shares) | 9,280,000 | 3,815,625 | 2,359,750 | ||
Number of additional shares authorized (in shares) | 9,000,000 | ||||
Maximum number of shares per employee | 4,000,000 | ||||
Percentage of outstanding shares | 5.00% | ||||
Employee Stock Purchase Plan, 2010 | |||||
Compensating Balances [Line Items] | |||||
Number of shares authorized (in shares) | 1,666,666 | ||||
Number of shares available for grant (in shares) | 263,797 | 199,463 | |||
Number of additional shares authorized (in shares) | 1,000,000 | ||||
Purchase price of common stock, percent | 85.00% | ||||
Percentage of outstanding shares | 1.00% | ||||
Share-based payment arrangement, expense | $ | $ 400,000 | $ 200,000 | |||
Share-Based Compensation Arrangement By Share-based Payment Award, Consecutive Offering Period | 1 year | ||||
Share-Based Compensation Arrangement By Share-based Payment Award, Number Of Purchase Periods | instrument | 2 | ||||
Share-Based Compensation Arrangement By Share-based Payment Award, Purchase Period | 6 months | ||||
Common Stock | |||||
Compensating Balances [Line Items] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 3,612 | 70,807 |
Stock-based Compensation - Empl
Stock-based Compensation - Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Compensating Balances [Line Items] | ||
Share-based payment arrangement, expense | $ 12,554 | $ 9,190 |
Research and Development Expense | ||
Compensating Balances [Line Items] | ||
Share-based payment arrangement, expense | 2,900 | 1,797 |
Selling, General and Administrative Expenses | ||
Compensating Balances [Line Items] | ||
Share-based payment arrangement, expense | $ 9,654 | $ 7,393 |
Stock-based Compensation - Shar
Stock-based Compensation - Share-based Payment Award, Stock Options with Performance, Valuation Assumptions (Details) - Performance-based Stock Options | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Compensating Balances [Line Items] | |
Fair value of the Company’s common stock on grant date (in dollars per share) | $ 5.08 |
Expected volatility | 70.00% |
Risk-free interest rate | 2.75% |
Dividend yield | 0.00% |
Stock-based Compensation - Opti
Stock-based Compensation - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Compensating Balances [Line Items] | ||
Weighted average exercise price (in dollars per share) | $ 10.27 | $ 11.55 |
Grants in period, (in shares) | 530,140 | 4,337,119 |
Weighted average grant date fair value, grants in period | $ 3.83 | $ 5.18 |
Share-based payment arrangement, expense | $ 12,554 | $ 9,190 |
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | 4,500 | 8,500 |
Share-based Payment Arrangement, Option | ||
Compensating Balances [Line Items] | ||
Share-based payment arrangement, expense | $ 2,000 | $ 2,600 |
Stock-based Compensation - Sh_2
Stock-based Compensation - Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Compensating Balances [Line Items] | ||
Weighted average exercise price (in dollars per share) | $ 10.27 | $ 11.55 |
Share-based Payment Arrangement, Option | ||
Compensating Balances [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Risk-free interest rate | 1.80% | 2.80% |
Expected term (in years) (Year) | 6 years 10 months 24 days | 6 years 10 months 24 days |
Expected volatility | 84.00% | 80.00% |
Stock-based Compensation - Sh_3
Stock-based Compensation - Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Stock Options | ||
Outstanding (in shares) | 5,390,270 | |
Grants in period, (in shares) | 530,140 | 4,337,119 |
Exercised (in shares) | (7,445) | |
Forfeited or expired (in shares) | (292,546) | |
Outstanding (in shares) | 5,620,419 | 5,390,270 |
Vested or expected to vest (in shares) | 5,037,260 | |
Exercisable shares (in shares) | 1,314,113 | |
Weighted- average Exercise Price | ||
Outstanding, weighted average exercise price (in dollars per share) | $ 11.55 | |
Weighted average exercise price (in dollars per share) | 3.83 | |
Weighted average exercise price, exercises in period (in dollars per share) | 3.60 | |
Weighted average exercise price, forfeitures in period (in dollars per share) | 17.18 | |
Outstanding, weighted average exercise price (in dollars per share) | 10.27 | $ 11.55 |
Weighted average exercise price, vested and expected to vest (in dollars per share) | 10.88 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 27.46 | |
Weighted average remaining contractual term | 7 years 9 months 18 days | 8 years 6 months |
Weighted average remaining contractual term, vested and expected to vest | 7 years 8 months 12 days | |
Weighted average remaining contractual term, exercisable | 6 years 1 month 6 days | |
Options, outstanding, intrinsic value | $ 24 | $ 29 |
Aggregate intrinsic value, vested and expected to vest | 23 | |
Intrinsic value, exercisable | $ 10 |
Stock-based Compensation - Temp
Stock-based Compensation - Temporal Display of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity (Details) - Period-end restricted stock units - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Restricted Stock Units | ||
Outstanding, RSUs (in shares) | 5,294,803 | |
Grants in period (in shares) | 2,996,660 | 5,452,664 |
Vested (in shares) | (1,891,931) | |
Forfeited (in shares) | (616,881) | |
Outstanding, RSUs (in shares) | 5,782,651 | 5,294,803 |
Vested or expected to vest (in shares) | 5,338,558 | |
Weighted- average Exercise Price | ||
Outstanding, weighted average grant-date fair value (in dollars per share) | $ 5.50 | |
Weighted average grant date fair value, grants in period (in dollars per share) | 3.96 | $ 5.36 |
Weighted average grant date fair value, vested in period (in dollars per share) | 5.51 | |
Weighted average grant date fair value, forfeitures (in dollars per share) | 4.84 | |
Outstanding, weighted average grant-date fair value (in dollars per share) | 4.77 | $ 5.50 |
Vested or expected to vest, weighted average grant-date fair value (in dollars per share) | $ 4.78 | |
Outstanding, weighted average remaining contractual life (Year) | 1 year 8 months 12 days | 1 year 4 months 24 days |
Vested or expected to vest, weighted average remaining contractual life (Year) | 1 year 7 months 6 days |
Divestiture (Details)
Divestiture (Details) - USD ($) | Dec. 28, 2017 | Mar. 31, 2019 | Nov. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Loss on divestiture | $ 0 | $ (1,778,000) | |||||
Revenue | 152,557,000 | 63,604,000 | |||||
Future Nonrefundable Minimum Annual Royalty Payments | 18,100,000 | ||||||
Proceeds From Non-refundable Minimum Royalty Payment | $ 7,400,000 | $ 9,300,000 | |||||
Non-refundable Minimum Royalty Payment Early Payment Discount | $ 700,000 | $ 700,000 | |||||
DSM International B.V. | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Post-closing working capital adjustment payment recorded as loss on divestiture | 2,100,000 | ||||||
Contract with customer, liability | $ 34,700,000 | ||||||
DSM Credit Agreement | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Maximum borrowing capacity | $ 25,000,000 | 25,000,000 | |||||
Royalty | DSM International B.V. | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||
License | DSM International B.V. | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Revenue | $ 54,700,000 | ||||||
Performance Option and Transition Services Agreements | DSM International B.V. | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Contract with customer, liability | $ 2,100,000 | ||||||
DSM | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal group, including discontinued operation, consideration | 17,800,000 | ||||||
DSM | License and Service | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Revenue | 27,500,000 | ||||||
DSM | Royalty | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Revenue | 15,000,000 | ||||||
Amyris Brasil | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Divestiture of Business, Consideration Transferred | 56,900,000 | ||||||
Loss on divestiture | 5,700,000 | ||||||
Proceeds from Divestiture of Businesses | 54,800,000 | ||||||
Amyris Brasil | DSM | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Post-closing working capital adjustment payment recorded as loss on divestiture | $ 1,800,000 | ||||||
Amyris Brasil | Disposal Group, Not Discontinued Operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal group, including discontinued operation, consideration | 33,000,000 | ||||||
Repayments of debt | $ 12,600,000 |
Income Taxes - Components of In
Income Taxes - Components of Income Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (227,614) | $ (218,109) |
Foreign | (14,524) | (12,125) |
Loss before income taxes | $ (242,138) | $ (230,234) |
Income Taxes - Components of Be
Income Taxes - Components of Benefit (Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
Federal | $ 621 | $ 0 |
State | 0 | 0 |
Foreign | 8 | 0 |
Total current provision | 629 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total deferred benefit | 0 | 0 |
Total provision for income taxes | $ 629 | $ 0 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Statutory tax rate | (21.00%) | (21.00%) |
Federal R&D credit | (0.70%) | (0.60%) |
Derivative liability | 4.70% | 4.30% |
Nondeductible interest | 1.00% | 1.00% |
Other | 2.40% | (0.10%) |
Foreign losses | 0.90% | 0.90% |
Change in valuation allowance | 13.00% | 15.50% |
Effective income tax rate | 0.30% | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryforwards | $ 88,513 | $ 57,921 | |
Property, plant and equipment | 8,239 | 9,269 | |
Research and development credits | 15,002 | 12,046 | |
Foreign tax credit | 0 | 0 | |
Accruals and reserves | 13,934 | 8,526 | |
Stock-based compensation | 6,164 | 6,496 | |
Disallowed interest carryforward | 7,072 | 2,359 | |
Capitalized research and development costs | 21,723 | 27,888 | |
Intangible and others | 2,503 | 3,114 | |
Equity investments | 304 | 156 | |
Total deferred tax assets | 163,454 | 127,775 | |
Operating leases right-of-use assets | (2,643) | ||
Debt discount and derivatives | (7,176) | (3,750) | |
Total deferred tax liabilities | (9,819) | (3,750) | |
Net deferred tax assets prior to valuation allowance | 153,635 | 124,025 | |
Less: valuation allowance | (153,635) | (124,025) | $ (81,086) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Activity in the
Income Taxes - Activity in the Deferred Tax Assets Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Tax Assets [Roll Forward] | ||
Balance at Beginning of Year | $ 124,025 | $ 81,086 |
Additions | 29,610 | 42,939 |
Reductions / Charges | 0 | 0 |
Balance at End of Year | $ 153,635 | $ 124,025 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | |||
Additions | $ 29,610,000 | $ 42,939,000 | |
Income tax penalties and interest accrued | 600,000 | 0 | |
Unrecognized tax benefits that would impact effective tax rate | 0 | $ 0 | $ 0 |
Domestic Tax Authority | Internal Revenue Service (IRS) | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 411,300,000 | ||
Domestic Tax Authority | Internal Revenue Service (IRS) | Research Tax Credit Carryforward | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforward, amount | 3,300,000 | ||
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 158,100,000 | ||
State and Local Jurisdiction | California Franchise Tax Board | Research Tax Credit Carryforward | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforward, amount | 15,200,000 | ||
Foreign Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | $ 22,000,000 |
Income Taxes - Uncertain Tax Be
Income Taxes - Uncertain Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 30,127 | $ 28,833 |
Increases in tax positions for prior period | 0 | 55 |
Increases in tax positions during current period | 1,411 | 1,239 |
Ending balance | $ 31,538 | $ 30,127 |
Geographical Information - Long
Geographical Information - Long-lived Assets by Geography (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 28,930 | $ 17,049 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 13,799 | 10,404 |
Brazil | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 14,277 | 6,447 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 854 | $ 198 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 01, 2020 | Mar. 15, 2020 | Mar. 12, 2020 | Mar. 11, 2020 | Mar. 01, 2020 | Feb. 28, 2020 | Feb. 24, 2020 | Feb. 18, 2020 | Jan. 31, 2020 | Jan. 14, 2020 | Jan. 13, 2020 | Feb. 29, 2020 | May 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 10, 2020 | Aug. 28, 2019 | May 14, 2019 | Apr. 26, 2019 | Sep. 28, 2010 |
Subsequent Event [Line Items] | ||||||||||||||||||||
Proceeds from exercise of warrants, net of issuance costs | $ 1,000 | $ 57,767,000 | ||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 2,649,982 | |||||||||||||||||||
Long-term debt | $ 261,772,000 | 209,697,000 | ||||||||||||||||||
Equity Incentive Plan, 2010 | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of shares authorized (in shares) | 2,000,000 | |||||||||||||||||||
Number of additional shares authorized (in shares) | 9,000,000 | |||||||||||||||||||
Employee Stock Purchase Plan, 2010 | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of shares authorized (in shares) | 1,666,666 | |||||||||||||||||||
Number of additional shares authorized (in shares) | 1,000,000 | |||||||||||||||||||
August Foris Credit Agreement | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of warrants or rights issued (in shares) | 4,900,000 | 400,000 | 3,900,000 | |||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.90 | |||||||||||||||||||
August Foris Credit Agreement | Foris Ventures, LLC | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | $ 19,000,000 | |||||||||||||||||||
Senior Convertible Notes Due 2022 | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Aggregate principal amount redeemed | 10,000,000 | |||||||||||||||||||
Proceeds from debt, net of issuance costs | 30,000,000 | |||||||||||||||||||
Convertible Debt | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Long-term debt | 50,624,000 | $ 120,874,000 | ||||||||||||||||||
Convertible Debt | Senior Convertible Notes Due 2022 | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Aggregate principal amount redeemed | $ 10,000,000 | |||||||||||||||||||
Convertible Debt | Senior Convertible Notes Due 2022 | Forecast | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Amortization payment, aggregate amount | $ 8,900,000 | |||||||||||||||||||
Subsequent Event | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Percentage ownership in the Company (greater than) | 5.00% | |||||||||||||||||||
Number of warrants or rights issued (in shares) | 1,200,000 | 4,877,386 | ||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | $ 2.87 | ||||||||||||||||||
Proceeds from exercise of warrants, net of issuance costs | $ 14,000,000 | |||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 25,326,095 | 4,877,386 | ||||||||||||||||||
Number of shares issued (in shares) | 5,226,481 | |||||||||||||||||||
Price per share issued (in dollars per share) | $ 2.87 | |||||||||||||||||||
Proceeds received on issuance of equity | $ 15,000,000 | $ 28,300,000 | ||||||||||||||||||
Long-term debt | 60,000,000 | |||||||||||||||||||
Accrued interest | $ 10,000,000 | |||||||||||||||||||
Forbearance agreement, forbearance period | 60 days | |||||||||||||||||||
Forbearance agreement, triggering event, minimum conversion or exchange amount | $ 60,000,000 | |||||||||||||||||||
Forbearance agreement, triggering event, minimum conversion or exchange amount, percentage of certain junior outstanding indebtedness | 100.00% | |||||||||||||||||||
Forbearance agreement, late fee percentage | 5.00% | |||||||||||||||||||
Forbearance agreement, forbearance fee | $ 150,000 | |||||||||||||||||||
Forbearance agreement, partial payment of interest | $ 150,000 | |||||||||||||||||||
Forbearance agreement, exercise price of warrants (in dollars per share) | $ 2.87 | |||||||||||||||||||
Waiver agreement, past due interest waived | $ 6,700,000 | |||||||||||||||||||
Waiver agreement, past due partnership payments plus interest waived | 500,000 | |||||||||||||||||||
Waiver agreement, monthly payment amended | $ 500,000 | |||||||||||||||||||
Senior notes | 10,200,000 | |||||||||||||||||||
Repayments of notes, interest | 1,500,000 | |||||||||||||||||||
Repayments of senior notes | 1,100,000 | |||||||||||||||||||
Senior notes, principal balance | $ 9,100,000 | |||||||||||||||||||
Accrued interest rate (as a percent) | 8.00% | 12.00% | ||||||||||||||||||
Proceeds from debt, net of issuance costs | $ 4,500,000 | |||||||||||||||||||
Loan, principal amount | $ 4,000,000 | |||||||||||||||||||
Subsequent Event | Equity Incentive Plan, 2010 | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of additional shares authorized (in shares) | 5,887,133 | |||||||||||||||||||
Number of additional shares authorized, percentage of total shares outstanding | 5.00% | |||||||||||||||||||
Subsequent Event | Employee Stock Purchase Plan, 2010 | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of additional shares authorized (in shares) | 588,713 | |||||||||||||||||||
Number of additional shares authorized, percentage of total shares outstanding | 0.50% | |||||||||||||||||||
Subsequent Event | Foris Ventures, LLC | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of warrants or rights issued (in shares) | 10,200,000 | |||||||||||||||||||
Subsequent Event | Private Placement | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of shares issued (in shares) | 13,989,973 | |||||||||||||||||||
Subsequent Event | January 2020 Private Placement to Foris | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | |||||||||||||||||||
Number of shares issued (in shares) | 5,279,171 | |||||||||||||||||||
Aggregate purchase price received | $ 15,200,000 | |||||||||||||||||||
Subsequent Event | January 2020 Private Placement | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of warrants or rights issued (in shares) | 8,710,802 | |||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | |||||||||||||||||||
Number of shares issued (in shares) | 8,710,802 | |||||||||||||||||||
Class of warrant or right, term | 12 months | |||||||||||||||||||
Aggregate purchase price received | $ 25,000,000 | |||||||||||||||||||
Subsequent Event | January 2020 Rights Issued | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of warrants or rights issued (in shares) | 18,649,961 | |||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | |||||||||||||||||||
Class of warrant or right, term | 12 months | |||||||||||||||||||
Subsequent Event | Rights Issued in January 2020 Warrant Amendments | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of warrants or rights issued (in shares) | 1,160,929 | |||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | |||||||||||||||||||
Proceeds from exercise of warrants, net of issuance costs | $ 3,300,000 | |||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 1,160,929 | |||||||||||||||||||
Class of warrant or right, term | 12 months | |||||||||||||||||||
Subsequent Event | January 2020 Warrant Exercises | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.84 | |||||||||||||||||||
Proceeds from exercise of warrants, net of issuance costs | $ 54,800,000 | |||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 19,287,780 | |||||||||||||||||||
Subsequent Event | January 2020 Rights Issued to Foris | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of warrants or rights issued (in shares) | 8,778,230 | |||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | |||||||||||||||||||
Class of warrant or right, term | 12 months | |||||||||||||||||||
Subsequent Event | August Foris Credit Agreement | Foris Ventures, LLC | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Cancellation of debt | $ 70,000,000 | |||||||||||||||||||
Subsequent Event | Senior Convertible Notes Due 2022 | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Proceeds from debt, net of issuance costs | $ 75,000,000 | |||||||||||||||||||
Subsequent Event | Convertible Debt | Senior Convertible Notes Due 2022 | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 51,000,000 | |||||||||||||||||||
Shares issued in convertible debt exchange (in shares) | 2,742,160 | |||||||||||||||||||
Cash fees | $ 1,000,000 | |||||||||||||||||||
Aggregate principal amount redeemed | 10,000,000 | |||||||||||||||||||
Aggregate net cash proceeds (at least) | $ 50,000,000 | $ 80,000,000 | ||||||||||||||||||
Redemption percentage | 107.00% | |||||||||||||||||||
Required aggregate net cash proceeds | $ 50,000,000 | |||||||||||||||||||
Amortization payment, aggregate amount | $ 10,000,000 | |||||||||||||||||||
Amortization stock payment price (in dollars per share) | $ 3 | |||||||||||||||||||
Subsequent Event | Convertible Debt | Senior Convertible Notes Due 2022 | Rights Issued in Exchange for Convertible Senior Notes Due 2020 | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of warrants or rights issued (in shares) | 2,484,321 | |||||||||||||||||||
Issuance of common stock upon exercise of rights (in shares) | 2,484,321 | |||||||||||||||||||
Subsequent Event | Convertible Debt | Senior Convertible Notes Due 2022 | Warrants Issued in Exchange for Convertible Senior Notes Due 2020 | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of warrants or rights issued (in shares) | 3,000,000 | |||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3.25 | |||||||||||||||||||
Class of warrant or right, term | 2 years |
Uncategorized Items - amrs-2019
Label | Element | Value |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (762,000) |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (762,000) |
Accounting Standards Update 2017-11 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 41,043,000 |
Accounting Standards Update 2017-11 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 8,531,000 |
Accounting Standards Update 2017-11 [Member] | Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 32,512,000 |