Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 08, 2020 | |
Cover [Abstract] | ||
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 Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 163,054,656 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-34885 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 55-0856151 | |
Entity Address, Address Line One | 5885 Hollis Street | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Emeryville | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94608 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | AMRS | |
Security Exchange Name | NASDAQ | |
City Area Code | 510 | |
Local Phone Number | 450-0761 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 2,607 | $ 270 |
Restricted cash | 399 | 469 |
Accounts receivable, net of allowance of $45 and $45, respectively | 18,426 | 16,322 |
Accounts receivable - related party, net of allowance of $0 and $0, respectively | 6,769 | 3,868 |
Contract assets | 9,355 | 8,485 |
Inventories | 31,063 | 27,770 |
Deferred cost of products sold - related party | 3,535 | 3,677 |
Prepaid expenses and other current assets | 12,823 | 12,750 |
Total current assets | 84,977 | 73,611 |
Property, plant and equipment, net | 26,912 | 28,930 |
Contract assets, noncurrent - related party | 1,203 | 1,203 |
Deferred cost of products sold, noncurrent - related party | 12,815 | 12,815 |
Restricted cash, noncurrent | 960 | 960 |
Recoverable taxes from Brazilian government entities | 6,726 | 7,676 |
Right-of-use assets under financing leases, net | 12,143 | 12,863 |
Right-of-use assets under operating leases | 12,391 | 13,203 |
Other assets | 9,180 | 9,705 |
Total assets | 167,307 | 160,966 |
Current liabilities: | ||
Accounts payable | 48,936 | 51,234 |
Accrued and other current liabilities | 40,943 | 36,655 |
Financing lease liabilities | 3,510 | 3,465 |
Operating lease liabilities | 4,747 | 4,625 |
Contract liabilities | 3,226 | 1,353 |
Debt, current portion (instrument measured at fair value $45,629 and $24,392, respectively) | 76,724 | 45,313 |
Related party debt, current portion | 14,175 | 18,492 |
Total current liabilities | 192,261 | 161,137 |
Long-term debt, net of current portion (includes instrument measured at fair value of $768 and $26,232, respectively) | 11,882 | 48,452 |
Related party debt, net of current portion | 97,227 | 149,515 |
Financing lease liabilities, net of current portion | 3,255 | 4,166 |
Operating lease liabilities, net of current portion | 13,728 | 15,037 |
Derivative liabilities | 7,748 | 9,803 |
Other noncurrent liabilities | 17,335 | 23,024 |
Total liabilities | 343,436 | 411,134 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Preferred stock - $0.0001 par value, 5,000,000 shares authorized as of March 31, 2020 and December 31, 2019, and 8,280 shares issued and outstanding as of March 31, 2020 and December 31, 2019 | 0 | 0 |
Common stock - $0.0001 par value, 250,000,000 shares authorized as of March 31, 2020 and December 31, 2019; 163,891,920 and 117,742,677 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 16 | 12 |
Additional paid-in capital | 1,708,096 | 1,543,668 |
Accumulated other comprehensive loss | (46,353) | (43,804) |
Accumulated deficit | (1,843,497) | (1,755,653) |
Total Amyris, Inc. stockholders’ deficit | (181,738) | (255,777) |
Noncontrolling interest | 609 | 609 |
Total stockholders' deficit | (181,129) | (255,168) |
Total liabilities, mezzanine equity and stockholders' deficit | 167,307 | 160,966 |
Contingently redeemable common stock | ||
Current liabilities: | ||
Contingently redeemable common stock | $ 5,000 | $ 5,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, allowance | $ 45 | $ 45 |
Accounts receivable, allowance, related parties | 0 | 0 |
Fair value of debt | $ 45,629 | $ 24,392 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 8,280 | 8,280 |
Preferred stock, shares outstanding (in shares) | 8,280 | 8,280 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 163,891,920 | 117,742,677 |
Common stock, shares outstanding (in shares) | 163,891,920 | 117,742,677 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues [Abstract] | ||
Revenue | $ 29,130 | $ 14,374 |
Cost and operating expenses: | ||
Cost of products sold | 11,790 | 17,707 |
Research and development | 17,126 | 17,839 |
Sales, general and administrative | 32,014 | 28,253 |
Total cost and operating expenses | 60,930 | 63,799 |
Loss from operations | (31,800) | (49,425) |
Other income (expense): | ||
Interest expense | (15,002) | (12,534) |
Gain (loss) from change in fair value of derivative instruments | 3,282 | (2,039) |
Loss from change in fair value of debt | (16,503) | (2,130) |
Loss upon extinguishment of debt | (27,319) | 0 |
Other expense, net | (411) | (115) |
Total other expense, net | (55,953) | (16,818) |
Loss before income taxes | (87,753) | (66,243) |
Provision for income taxes | (91) | 0 |
Net loss attributable to Amyris, Inc. | (87,844) | (66,243) |
Less: losses allocated to participating securities | 1,087 | 2,430 |
Net loss attributable to Amyris, Inc. common stockholders | $ (86,757) | $ (63,813) |
Loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.56) | $ (0.82) |
Weighted-average shares of common stock outstanding used in computing loss per share of common stock, basic and diluted (in shares) | 155,065,635 | 77,512,059 |
Product | ||
Revenues [Abstract] | ||
Revenue | $ 17,854 | $ 11,884 |
Licenses and Royalties | ||
Revenues [Abstract] | ||
Revenue | 5,161 | 118 |
Grants and Collaborations | ||
Revenues [Abstract] | ||
Revenue | $ 6,115 | $ 2,372 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues, related party | $ 6,817 | $ 18 |
Product | ||
Revenues, related party | 49 | 2 |
Licenses and Royalties | ||
Revenues, related party | 3,750 | 380 |
Grants and Collaborations | ||
Revenues, related party | $ 3,018 | $ 396 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Comprehensive loss: | ||
Net loss attributable to Amyris, Inc. | $ (87,844) | $ (66,243) |
Foreign currency translation adjustment | (2,549) | 964 |
Comprehensive loss attributable to Amyris, Inc. | $ (90,393) | $ (65,279) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit and Mezzanine Equity Consolidated Statements of Stockholders' Deficit and Mezzanine Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Noncontrolling Interest | Mezzanine Equity - Common Stock |
Balance (in shares) at Dec. 31, 2018 | 14,656 | 76,564,829 | ||||||
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) | 450,568 | |||||||
Issuance of common stock upon exercise of warrants | 1 | 1 | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 3,612 | |||||||
Issuance of common stock upon exercise of stock options | 13 | 13 | ||||||
Issuance of common stock upon restricted stock settlement (in shares) | 191,672 | |||||||
Issuance of common stock upon restricted stock settlement | (9) | (9) | ||||||
Stock-based compensation | 3,452 | 3,452 | ||||||
Fair value of bifurcated embedded conversion feature in connection with debt modification | 398 | 398 | ||||||
Foreign currency translation adjustment | 964 | 964 | ||||||
Net loss attributable to Amyris, Inc. | (66,243) | |||||||
Net loss | (66,243) | (66,243) | ||||||
Balance (in shares) at Mar. 31, 2019 | 14,656 | 77,210,681 | ||||||
Balance at Mar. 31, 2019 | $ (237,200) | $ 0 | $ 8 | 1,383,363 | (42,379) | (1,579,129) | 937 | 5,000 |
Balance (in shares) at Dec. 31, 2019 | 117,742,677 | 8,280 | 117,742,677 | |||||
Balance at Dec. 31, 2019 | $ (255,168) | $ 0 | $ 12 | 1,543,668 | (43,804) | (1,755,653) | 609 | 5,000 |
Issuance of common stock and warrants upon conversion of debt principal and accrued interest (in shares) | 6,337,594 | |||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | 21,260 | $ 1 | 21,259 | |||||
Issuance of common stock in private placement (in shares) | 3,484,321 | |||||||
Issuance of common stock in private placement | 10,000 | 10,000 | ||||||
Issuance of common stock in private placement - related party (in shares) | 10,505,652 | |||||||
Issuance of common stock in private placement - related party | $ 27,189 | $ 1 | 27,188 | |||||
Issuance of common stock upon exercise of warrants (in shares) | 30,552,576 | 1,160,929 | ||||||
Issuance of common stock upon exercise of warrants | $ 3,332 | 3,332 | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 0 | |||||||
Issuance of common stock upon restricted stock settlement (in shares) | 495,581 | |||||||
Issuance of common stock upon restricted stock settlement | $ (8) | (8) | ||||||
Stock-based compensation | 3,504 | 3,504 | ||||||
Foreign currency translation adjustment | (2,549) | (2,549) | ||||||
Net loss attributable to Amyris, Inc. | (87,844) | (87,844) | ||||||
Balance (in shares) at Mar. 31, 2020 | 8,280 | 163,891,920 | ||||||
Balance at Mar. 31, 2020 | (181,129) | $ 0 | $ 16 | 1,708,096 | $ (46,353) | $ (1,843,497) | $ 609 | $ 5,000 |
Stock Issued During Period Shares Warrants Exercised, Related Party | 68,765 | $ 2 | 68,763 | |||||
Stock Issued During Period Shares Warrants Exercised, Related Party, Shares | 24,165,166 | |||||||
Adjustment To Additional Paid In Capital, Exercise Of Common Stock Rights Warrant, Related Party | 15,000 | 15,000 | ||||||
Adjustment To Additional Paid In Capital, Issuance Of Common Stock Rights Warrant, Related Party | 8,904 | 8,904 | ||||||
Adjustments To Additional Paid In Capital, Modification Of Warrants | 1,286 | 1,286 | ||||||
Adjustment To Additional Paid In Capital, Extinguishment Of Liability Warrants to Equity | $ 5,200 | $ 5,200 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities | ||
Net loss | $ (87,844) | $ (66,243) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss upon extinguishment of debt | 27,319 | 0 |
Loss from change in fair value of debt | 16,503 | 2,130 |
Stock-based compensation | 3,504 | 3,452 |
Amortization of right-of-use assets under operating leases | 668 | 2,826 |
Depreciation and amortization | 1,719 | 848 |
Accretion of debt discount | 1,292 | 4,628 |
Loss in equity-method investee | 415 | 0 |
Loss on disposal of property, plant and equipment | 38 | 1 |
Write-down of property, plant and equipment | 4 | 438 |
Gain on foreign currency exchange rates | (109) | (108) |
(Gain) loss from change in fair value of derivative liabilities | (3,282) | 2,039 |
Changes in assets and liabilities: | ||
Accounts receivable | (5,209) | 5,048 |
Contract assets | (870) | 0 |
Accounts receivable, unbilled | 0 | 8,021 |
Inventories | (4,392) | 1,196 |
Deferred cost of products sold - related party | 142 | (7,173) |
Prepaid expenses and other assets | (1,430) | 1,766 |
Accounts payable | 318 | 1,834 |
Accrued and other liabilities | 4,009 | 6,245 |
Lease liabilities | (1,043) | (4,036) |
Contract liabilities | 1,873 | 108 |
Net cash used in operating activities | (46,375) | (36,980) |
Investing activities | ||
Purchases of property, plant and equipment | (1,040) | (3,046) |
Net cash used in investing activities | (1,040) | (3,046) |
Financing activities | ||
Proceeds from exercise of common stock rights warrant - related party | 15,000 | 0 |
Proceeds from issuance of common stock in private placement, net of issuance costs - related party | 15,000 | 0 |
Proceeds from exercises of warrants - related party | 13,998 | 0 |
Proceeds from issuance of common stock in private placement, net of issuance costs | 10,000 | 0 |
Proceeds from exercises of warrants | 3,332 | 1 |
Proceeds from issuance of debt, net of issuance costs | 188 | 484 |
Proceeds from exercises of common stock options | 0 | 13 |
Payment of minimum employee taxes withheld upon net share settlement of restricted stock units | (8) | (9) |
Principal payments on financing leases | (866) | (134) |
Principal payments on debt | (6,981) | (577) |
Net cash provided by (used in) financing activities | 49,663 | (222) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 19 | (70) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 2,267 | (40,318) |
Cash, cash equivalents and restricted cash at beginning of period | 1,699 | 47,054 |
Cash, cash equivalents and restricted cash at end of the period | 3,966 | 6,736 |
Cash and cash equivalents | 2,607 | 5,153 |
Restricted cash, current | 399 | 623 |
Restricted cash, noncurrent | 960 | 960 |
Total cash, cash equivalents and restricted cash | 3,966 | 6,736 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 3,152 | 3,099 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Accrued interest added to debt principal | 1,527 | 448 |
Acquisition of property, plant and equipment under accounts payable, accrued liabilities and notes payable | 1,307 | 605 |
Acquisition of right-of-use assets under operating leases | 0 | 758 |
Cumulative effect of change in accounting principle | 0 | 41,043 |
Derecognition of derivative liabilities upon exercise of warrants | 5,200 | 0 |
Fair value of warrants recorded as debt discount in connection with debt issuances | 188 | 0 |
Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances - related party | 747 | 0 |
Fair value of warrants recorded as debt discount in connection with debt modification | 0 | 398 |
Issuance of common stock upon conversion of convertible notes | 18,333 | 0 |
Lease liabilities recorded upon adoption of ASC 842 | 0 | 33,552 |
Right-of-use assets under operating leases recorded upon adoption of ASC 842 | 0 | 29,713 |
Noncash Or Part Noncash, Exercise Of Common Stock Warrants For Debt Principal And Accrued Interest Reduction | 69,918 | 0 |
Fair Value Of Embedded Features In Connection With Private Placement | $ 2,962 | $ 0 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Amyris, Inc. (Amyris or the Company) is a leading biotechnology company that applies its technology platform to engineer, manufacture and sell high performance, natural, sustainably sourced products into the Clean Health & Beauty, and Flavor & Fragrance markets. The Company's technology platform enables the Company to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume ingredients. This platform, combined with our proprietary fermentation process, replaces existing complex and expensive manufacturing processes, resulting in our successful development and production of many distinct molecules at commercial volumes. The accompanying unaudited condensed consolidated financial statements of Amyris, Inc. should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (the 2019 Form 10-K), from which the condensed consolidated balance sheet as of December 31, 2019 is derived. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the accompanying interim condensed consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. 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 July 2020, the joint venture will automatically terminate. 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. 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. Potential Impact of COVID-19 on the Company's Business With the global spread of the COVID-19 pandemic in the first quarter of 2020 and resulting shelter-in-place orders covering the Company’s corporate headquarters, primary research and development laboratories, and employees, the Company has implemented policies and procedures to continue its operations under minimum business operations guidelines. The extent to which the COVID-19 pandemic impacts the Company’s business, financial condition or results of operations will depend on future developments, which are highly uncertain and cannot be accurately predicted. New information may emerge concerning the severity of the COVID-19 pandemic and the actions to contain the pandemic or treat COVID-19, such as the ultimate geographic spread of the disease, the duration of the pandemic, continued travel restrictions, social distancing, business closures or disruptions, and the effectiveness of actions taken to contain or treat COVID-19 in the United States and in other countries. As the COVID-19 pandemic continues to evolve, to the extent it adversely affects our business and financial results, it may also impact other risks to which the Company is subject as set forth in the “Risk Factors” section (Part I, Item 1A) of the 2019 Form 10-K. 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 these condensed consolidated financial statements. As of March 31, 2020, the Company had negative working capital of $107.3 million (compared to negative working capital of $87.5 million as of December 31, 2019), and an accumulated deficit of $1.8 billion. As of March 31, 2020, the Company's outstanding debt principal (including related party debt) totaled $208.5 million, of which $90.9 million is classified as current. 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, including those associated with cross-default provisions, minimum liquidity and minimum asset coverage requirements. Further, at March 31, 2020, the Company failed to meet certain covenants and provisions under several credit arrangements, including those associated with cross-default provisions (as discussed below). In March 2020 and again in May 2020, these lenders provided waivers to the Company for breaches of all past covenant violations and cross-default payment failures, under the respective credit agreements (discussed below). As of March 31, 2020, the Company was in compliance with the minimum liquidity and minimum asset coverage requirements under these credit agreements. Between March 31, 2020 and April 30, 2020, the Company failed to pay (i) 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, (ii) failed to pay Ginkgo $7.2 million of past due interest, waiver fees and partnership payments and (iii) failed to make interest payments to all of its lenders totaling $2.8 million. These payment failures resulted in an event of default under the respective agreements and triggered cross-defaults under other debt instruments that permitted each of the affected debt holders (the Cross-Default Lenders) to accelerate the amounts owing under such cross-defaulted instruments. In May 2020, the Company obtained waivers from Ginkgo and the other lenders to extended the due date for all payments due under the respective agreements to the earlier of the day the Company receives cash proceeds from any private placement of its equity and/or equity-linked securities, and May 31, 2020; and amended the credit arrangements with Total and Nikko to extend the maturity dates of the original respective promissory notes to the earlier of the day the Company receives cash proceeds from any private placement of its equity and/or equity-linked securities, and May 31, 2020. See Note 12, “Subsequent Events” for further information. Also, the Company received waivers from each of the affected Cross-Default Lenders to waive the right to accelerate due to the event-specific cross-defaults. As a result, the indebtedness with respect to which the Company obtained such waivers continues to be classified as long-term on the Company’s condensed consolidated balance sheet. The indebtedness reflected by the Total and Schottenfeld notes and certain Ginkgo and Nikko amounts are classified as a current liability on the Company’s condensed consolidated balance sheet. Although the Company obtained waivers or extensions to make these payments at a later date from each of its lenders, except Schottenfeld, it currently does not have sufficient funds to repay the principal amounts due under the Total, Nikko, Schottenfeld and Ginkgo credit arrangements and the past due interest payments; and while the Company intends to seek equity or debt financing, the proceeds of which would be used to repay most or all of these past due amounts, there can be no assurance that the Company will be able to obtain such financing on its expected timeline, or on acceptable terms, if at all. Also, while the Company has been able to obtain waivers for substantially all these defaults to date and has not had a lender accelerate the Company’s debt, it may not be able to cure or obtain a waiver for such a default promptly in the future. Further, the Company's cash and cash equivalents of $2.6 million as of March 31, 2020 are not sufficient to fund expected future negative cash flows from operations and cash debt service obligations through May 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued. The condensed 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, Ginkgo and other lenders principal and interest amounts previously described, the Company's ability to continue as a going concern will depend, in large part, on its ability to raise additional cash proceeds through financings, eliminate or minimize the anticipated negative 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. Significant Accounting Policies Note 1, "Basis of Presentation and Summary of Significant Accounting Policies", to the audited consolidated financial statements in the 2019 Form 10-K includes a discussion of the significant accounting policies and estimates used in the preparation of the Company’s consolidated financial statements. There have been no material changes to the Company's significant accounting policies and estimates during the three months ended March 31, 2020. Accounting Standards or Updates Recently Adopted In the three months ended March 31, 2020, the Company adopted these accounting standards or updates: 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. ASU 2018-13 became effective in the first quarter of fiscal 2020, with removed and modified disclosures to be adopted on a retrospective basis, and new disclosures to be adopted on a prospective basis. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. 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. ASU 2018-18 became effective in the first quarter of fiscal year 2020 retrospectively. The adoption of this standard did not have any impact on the Company’s condensed consolidated financial statements. Accounting Standards or Updates Not Yet Adopted 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 is effective for the Company (a Smaller Reporting Company) in the first quarter of 2022. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements. 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 condensed consolidated 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 condensed consolidated financial statements. |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | Balance Sheet Details Allowance for Doubtful Accounts (In thousands) Balance at Beginning of Year Provisions Write-offs, Net Balance at End of Period Three months ended March 31, 2020 $ 45 $ — $ — $ 45 Year ended December 31, 2019 $ 642 $ 110 $ (707) $ 45 Inventories (In thousands) March 31, 2020 December 31, 2019 Raw materials $ 4,566 $ 3,255 Work-in-process 7,409 7,204 Finished goods 19,088 17,311 Inventories $ 31,063 $ 27,770 Deferred cost of products sold - related party (In thousands) March 31, 2020 December 31, 2019 Deferred cost of products sold - related party $ 3,535 $ 3,677 Deferred cost of products sold, noncurrent - related party 12,815 12,815 Total $ 16,350 $ 16,492 In November 2018, the Company amended the supply agreement with DSM to secure capacity at the Brotas 1 facility for sweetener production through 2022. See Note 9, “Revenue Recognition” in Part II, Item 8 of the 2019 Form 10-K for information regarding the November 2018 Supply Agreement Amendment. From November 2018 to March 31, 2020, the Company recorded $17.4 million of manufacturing capacity fees as deferred cost of products sold. Under the terms of the amendment, the Company will pay an additional $6.9 million of manufacturing capacity fees, which will be recorded as deferred cost of products sold in the period the additional payment is made to DSM. The 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 Prepaid expenses and other current assets (In thousands) March 31, 2020 December 31, 2019 Non-inventory production supplies $ 5,297 $ 5,376 Prepayments, advances and deposits 4,558 4,726 Recoverable taxes from Brazilian government entities 65 79 Other 2,903 2,569 Total prepaid expenses and other current assets $ 12,823 $ 12,750 Property, Plant and Equipment, Net (In thousands) March 31, 2020 December 31, 2019 Machinery and equipment $ 45,554 $ 48,041 Leasehold improvements 41,620 41,478 Computers and software 9,682 9,822 Furniture and office equipment, vehicles and land 3,463 3,510 Construction in progress 9,100 9,752 109,419 112,603 Less: accumulated depreciation and amortization (82,507) (83,673) Property, plant and equipment, net $ 26,912 $ 28,930 During the three months ended March 31, 2020 and 2019, Depreciation and amortization expense was as follows: Three Months Ended March 31, (In thousands) 2020 2019 Depreciation and amortization expense $ 1,719 $ 848 Leases 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 ROU assets under operating leases on the Company's condensed consolidated balance sheets 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 "Lease liabilities" and "Lease liabilities, net of current portion" on the Company's condensed consolidated balance sheets. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company had $12.4 million and $13.2 million of right-of-use assets as of March 31, 2020 and December 31, 2019, respectively. Operating lease liabilities were $18.5 million and $19.7 million as of March 31, 2020 and December 31, 2019, respectively. During the three months ended March 31, 2020 and 2019, respectively, the Company recorded $1.5 million and $4.6 million of operating lease amortization that was charged to expense, of which $0 and $1.8 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: Three Months Ended March 31, 2020 2019 Cash paid for operating lease liabilities, in thousands $1,893 $5,305 Right-of-use assets obtained in exchange for new operating lease obligations (1) $— $30,472 Weighted-average remaining lease term 3.2 2.7 Weighted-average discount rate 18.0% 18.0% (1) 2019 amount includes $29.7 million for operating leases existing on January 1, 2019 and $0.8 million for operating leases that commenced during the three months ended March 31, 2019. 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 condensed 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. Accumulated amortization of assets under financing leases totaled $2.4 million and $1.7 million as of March 31, 2020 and December 31, 2019, respectively. Maturities of Financing and Operating Leases Maturities of lease liabilities as of March 31, 2020 were as follows: Years ending December 31: (In thousands) Financing Operating Total Leases 2020 (remaining nine months) $ 3,314 $ 6,217 $ 9,531 2021 4,566 7,886 12,452 2022 — 7,950 7,950 2023 — 3,484 3,484 2024 — 215 215 Thereafter — — — Total lease payments 7,880 25,752 33,632 Less: amount representing interest (1,115) (7,277) (8,392) Total lease liability $ 6,765 $ 18,475 $ 25,240 Current lease liability $ 3,510 $ 4,747 $ 8,257 Noncurrent lease liability 3,255 13,728 16,983 Total lease liability $ 6,765 $ 18,475 $ 25,240 Other Assets (In thousands) March 31, 2020 December 31, 2019 Equity-method investment $ 4,320 $ 4,734 Contingent consideration 3,303 3,303 Deposits 278 295 Other 1,279 1,373 Total other assets $ 9,180 $ 9,705 Accrued and Other Current Liabilities (In thousands) March 31, 2020 December 31, 2019 Accrued interest $ 11,120 $ 8,209 Payroll and related expenses 8,344 7,296 Ginkgo partnership payments obligation 7,892 4,319 Contract termination fees 5,393 5,347 Professional services 2,944 2,968 Asset retirement obligation 2,511 3,184 Tax-related liabilities 1,425 1,685 Other 1,314 3,647 Total accrued and other current liabilities $ 40,943 $ 36,655 Other noncurrent liabilities (In thousands) March 31, 2020 December 31, 2019 Liability for unrecognized tax benefit $ 7,293 $ 7,204 Liability in connection with acquisition of equity-method investment 5,594 5,249 Ginkgo partnership payments, net of current portion 2,121 4,492 Contract liabilities, net of current portion (1) 1,449 1,449 Refund liability — 3,750 Other 878 880 Total other noncurrent liabilities $ 17,335 $ 23,024 In April 2019, the Company assigned the Value Sharing Agreement to DSM. See Note 9, "Revenue Recognition and Contract Assets and Liabilities" in Part II, Item 8 of the 2019 Form 10-K for further information. The assignment was accounted for as a contract modification under ASC 606 that resulted in $12.5 million of prepaid variable consideration to the Company. The $12.5 million was recorded as a refund liability. During the three months ended March 31, 2020, the Company concluded that it would not be required to return any portion of the remaining refund liability to DSM, and recorded $3.8 million of royalty revenue related to this change in estimate and reduction of the refund liability. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Liabilities Measured and Recorded at Fair Value on a Recurring Basis The following tables summarize liabilities measured at fair value, and the respective fair value by input classification level within the fair value hierarchy: (In thousands) March 31, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Senior Convertible Notes Due 2022 $ — $ — $ 46,397 $ 46,397 $ — $ — $ 50,624 $ 50,624 Embedded derivatives bifurcated from debt instruments — — 1,770 1,770 — — 2,832 2,832 Freestanding derivative instruments issued in connection with other debt and equity instruments — — 5,978 5,978 — — 6,971 6,971 Total liabilities measured and recorded at fair value $ — $ — $ 54,145 $ 54,145 $ — $ — $ 60,427 $ 60,427 The Company did not hold any financial assets to be measured and recorded at fair value on a recurring basis as of March 31, 2020 and December 31, 2019. Also, there were no transfers between the levels during the three months ended March 31, 2020 or the year ended December 31, 2019. 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 embedded derivative liabilities is described subsequently in this note. Market risk associated with embedded derivative liabilities relates to the potential reduction in fair value and negative impact to future earnings from a decrease in interest rates. 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". Fair Value of Debt — Senior Convertible Notes Due 2022 On January 14, 2020, the Company exchanged the $66 million 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). Due to significantly different cash flows from the Prior Notes, the Company accounted for the exchange as a debt extinguishment of the Prior Notes and a new debt issuance of the New Notes. The Company recorded a $5.3 million loss upon extinguishment of debt, which was comprised of the $4.1 million fair value of the Warrants, the $1.0 million cash fee and $0.2 million excess fair value of the Exchange Shares and Rights over the $2.87 per share contractual value. See Note 4, "Debt” for further information regarding the transaction. The Company elected to account for the New Notes at fair value, as of the January 14, 2020 issuance date. Management believes that the fair value option better reflects the underlying economics of the New Senior Convertible Notes Due 2022, which contain multiple embedded derivatives. Under the fair value election, changes in fair value will be reported in the consolidated statements of operations in each reporting period subsequent to the issuance of the New Notes. At January 14, 2020, the contractual outstanding principal of the New Senior Convertible Notes Due 2022 was $51.0 million and the fair value was $35.8 million. The Company measured the fair value at January 14, 2020 using a binomial lattice model (which is discussed in further detail below) using the following inputs: (i) $2.90 stock price, (ii) 226% discount yield, (iii) 1.59% risk free interest rate (iv) 45% equity volatility, (v) 25% / 75% probability of principal repayment in cash or stock, respectively and (vi) 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. At March 31, 2020, the contractual outstanding principal of the New Senior Convertible Notes Due 2022 was $45.3 million and the fair value was $46.4 million. The Company measured the fair value at March 31, 2020 using a binomial lattice model (which is discussed in further detail below) using the following inputs: (i) $2.56 stock price, (ii) 233% discount yield, (iii) 0.25% risk free interest rate (iv) 45% equity volatility, (v) 25% / 75% probability of principal repayment in cash or stock, respectively and (vi) 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. For the three months ended March 31, 2020, the Company recorded a $16.5 million loss from change in fair value of debt in connection with the fair value remeasurement of the Prior Notes and the New Senior Convertible Notes Due 2022, as follows: In thousands Fair value at December 31, 2019 $ 50,624 Less: principal paid (20,730) Loss from change in fair value 16,503 Fair value at March 31, 2020 $ 46,397 A binomial lattice model was used to determine if the Senior Convertible Notes Due 2022 (both Prior Notes and New Notes) 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. 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 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, 2019 $ — $ 9,803 $ 9,803 Fair value of derivative liabilities issued during the period 2,962 5,789 8,751 Change in fair value of derivative liabilities (998) (2,284) (3,282) Derecognition on extinguishment — (7,524) (7,524) Balance at March 31, 2020 $ 1,964 $ 5,784 $ 7,748 Freestanding Derivative Instruments In connection with the January 14, 2020 issuance of the New Senior Convertible Notes due 2022 as discussed above and in Note 4, “Debt” (which was accounted for as an extinguishment of the original $66 million Senior Convertible Notes due 2022), the Company issued warrants (the Warrants) to purchase up to an aggregate of 3.0 million shares of common stock (the Warrant Shares). Due to stock exchange ownership limitations, which if exceeded would require shareholder approval and possibly require cash settlement for failure to deliver shares upon exercise, the Company concluded that a portion of the Warrant Shares met the derivative scope exception and equity classification criteria and were accounted for as additional paid in capital, and a portion of the Warrant Shares did not meet the derivative scope exception or equity classification criteria and were accounted for as a derivative liability. The Warrants had an initial fair value of $4.1 million, which was recorded as: (i) $4.1 million loss upon extinguishment of debt, (ii) $2.4 million additional paid in capital and (iii) $1.7 million derivative liability. The Warrant Shares derivative liability portion will be remeasured each reporting period until settled or extinguished with subsequent changes in fair value recorded through the statement of operations. The fair value of the Warrants was determined using a Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below. At March 31, 2020, the fair value of the Warrant Shares derivative liability portion was $1.5 million, and the Company recorded a $0.2 million gain on change in fair value of derivative instruments during the three months ended March 31, 2020. In connection with the January 31, 2020 private placement transaction with Foris Ventures LLC (an entity affiliated with director John Doerr and which beneficially owns greater than 5% of the Company’s outstanding common stock discussed in Note 6, “Stockholders’ Deficit”), the Company issued a right (the Right) to purchase up to an aggregate of 5.2 million shares of common stock (the Right Shares). Due to certain contractual provisions in the Right, the Company concluded that a portion of the Right Shares met the derivative scope exception and equity classification criteria and were accounted for as additional paid in capital, and a portion of the Right Shares did not meet the derivative scope exception or equity classification criteria and were accounted for as a derivative liability. The Right had an initial fair value of $5.3 million, of which $2.3 million was recorded as additional paid in capital and $3.0 million was recorded as a derivative liability. The Right Shares derivative liability portion will be remeasured each reporting period until settled or extinguished with subsequent changes in fair value recorded through the statement of operations. The fair value of the Right was determined using a Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below. At March 31, 2020, the fair value of the Right Shares derivative liability portion was $2.0 million, and the Company recorded a $1.0 million gain on change in fair value of derivative instruments during the three months ended March 31, 2020. In connection with the January 31, 2020 Debt Equitization transaction with Foris, which was accounted for as a debt extinguishment as discussed in Note 4, “Debt” and Note 6, “Stockholders’ Deficit”, the Company issued rights (the Right) to purchase up to of 8.8 million shares of common stock at $2.87 per share for twelve months from the issuance date. The Company concluded that Right met the derivative scope exception and criteria to be accounted for in equity. The Right had a fair value of $8.9 million which was recorded as additional paid in capital and a charge to loss upon extinguishment of debt. The fair value of the Right was determined using a Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below. During the second half of 2019, the Company issued five freestanding liability warrants related to the September 2019 and November 2019 Schottenfeld Notes (the Schottenfeld Notes) and recorded at fair value as a derivative liability and debt discount on the respective issuance dates (see Note 4, “Debt” for further information). These freestanding liability warrants had a collective fair value of $7.0 million at December 31, 2019. As a result of the Foris Debt Equitization transaction on January 31, 2020 (see Note 4, “Debt” for further information), the variability causing these instruments to be recorded as a derivative liability was eliminated and upon derecognition of this liability into equity, the Company recorded a $1.8 million gain on change in fair value of derivative instruments and $5.2 million in additional paid in capital. On February 28, 2020, the Company entered into forbearance agreements with certain affiliates of the Schottenfeld Group LLC (the Lenders) related to certain defaults under the Schottenfeld Notes. The transaction was accounted for as a debt extinguishment (see Note 4, “Debt” for further information). In connection with entering into the forbearance agreements, the Company committed to issuing new warrants (the New Warrants) to the Lenders under certain contingent events for 1.9 million shares of common stock at a $2.87 purchase price and a two Bifurcated Embedded Features in Debt Instruments During the second half of 2019, the Company issued four debt instruments with embedded mandatory redemption features which were bifurcated from the debt host instruments and recorded at fair value as a derivative liability and debt discount. The collective fair value of the four bifurcated derivatives totaled $2.8 million at December 31, 2019. In January and February 2020, the Company again modified certain key terms in three of the four underlying debt instruments, resulting in a debt extinguishment of the three modified debt instruments. Consequently, in the three months ended March 31, 2020, the collective fair value of the three extinguished bifurcated derivatives totaling $2.3 million was charged to loss upon extinguishment of debt and the $0.9 million collective fair value of the new bifurcated embedded mandatory redemption features was recorded as a derivative liability and new debt discount at the modification date. The fair value of the bifurcated derivative liability was determined using a probability weighted discounted cash flow analysis which is discussed in the valuation methodology and approach section below. As of and for the three months ended March 31, 2020, the fair value of the bifurcated embedded mandatory redemption features was $1.8 million, and the Company recorded a $0.3 million gain on change in fair value derivative instruments. Valuation Methodology and Approach to Measuring the Derivative Liabilities The liabilities associated with the Company’s freestanding and embedded derivatives outstanding at March 31, 2020 and December 31, 2019 represent the fair value of freestanding equity instruments and mandatory redemption features embedded in certain debt 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 or a probability weighted discounted cash flow analysis measuring the fair value of the debt instrument both with and without the embedded feature, both of which are discussed in more detail below. The Company used the Black-Scholes-Merton option pricing model to determine the fair value of its liability classified warrants as of March 31, 2020 and December 31, 2019. Input assumptions for these freestanding instruments are as follows: Range for the Period Input assumptions for liability classified warrants: March 31, 2020 December 31, 2019 Fair value of common stock on issue date $2.56 – $3.19 $3.09 – $4.76 Exercise price of warrants $2.87 – $3.90 $3.87 – $3.90 Expected volatility 96% – 113% 94% – 105% Risk-free interest rate 0.17% – 1.58% 1.58% – 1.67% Expected term in years 0.85 – 2.00 1.51 – 2.00 Dividend yield 0.0 % 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 debt instruments modified in the first quarter of 2020. 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 market-based assumptions and estimates used in valuing the embedded derivative liabilities include amounts in the following ranges/amounts: March 31, 2020 December 31, 2019 Risk-free interest rate 0.25% - 1.62% 1.6% - 1.7% Risk-adjusted discount yield 20.0% - 27.0% 20.0% - 27.0% Probability of change in control 5.0% 5.0% Credit spread 18.7% - 26.8% 18.4% - 25.4% Estimated conversion dates 2022 - 2023 2022 - 2023 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, generally, an increase in the Company’s stock price, change of control probability, risk-adjusted yields term to maturity/conversion or stock price volatility increases the value of the derivative liability. Assets and Liabilities Recorded at Carrying Value Financial Assets and Liabilities The carrying amounts 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. 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 March 31, 2020 and at December 31, 2019, excluding the debt instruments recorded at fair value, was $153.6 million and $195.8 million, respectively. The fair value of such debt at March 31, 2020 and at December 31, 2019 was $136.8 million and $194.8 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. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Net carrying amounts of debt are as follows: March 31, 2020 December 31, 2019 (In thousands) Principal Unaccreted Debt Discount Change in Fair Value Net Principal Unaccreted Debt Discount Change in Fair Value Net Convertible notes payable Senior convertible notes due 2022 45,270 — 1,127 46,397 66,000 — (15,376) 50,624 45,270 — 1,127 46,397 66,000 — (15,376) 50,624 Related party convertible notes payable 2014 Rule 144A convertible notes 9,075 — — 9,075 10,178 — — 10,178 9,075 — — 9,075 10,178 — — 10,178 Loans payable and credit facilities Schottenfeld notes 20,350 (348) — 20,002 20,350 (1,315) — 19,035 Nikko notes 12,796 (865) — 11,931 14,318 (901) — 13,417 Ginkgo note 12,000 (2,897) — 9,103 12,000 (3,139) — 8,861 Other loans payable 1,174 — — 1,174 1,828 — — 1,828 46,320 (4,110) — 42,210 48,496 (5,355) — 43,141 Related party loans payable Foris notes 50,545 (688) — 49,857 115,351 (9,516) — 105,835 DSM notes 33,000 (4,096) — 28,904 33,000 (4,621) — 28,379 Naxyris note 24,304 (739) — 23,565 24,437 (822) — 23,615 107,849 (5,523) — 102,326 172,788 (14,959) — 157,829 Total debt 208,514 (9,633) 1,127 200,008 297,462 (20,314) (15,376) 261,772 Less: current portion (90,899) (63,805) Long-term debt, net of current portion 109,109 197,967 Exchange of Senior Convertible Notes Due 2022 On January 14, 2020, the Company completed the exchange of the Company’s $66 million Senior Convertible Notes Due 2022 (or the Prior Notes), pursuant to separate exchange agreements (the Exchange Agreements) with certain private investors (the Holders), 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 (the Rights Shares), (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 Exchange Shares and Warrants were issued on January 14, 2020. The unpaid interest and cash fees were paid in accordance with the Exchange Agreements. The Rights were exercised by the Holder and common stock shares issued by the Company according to the terms of the New Senior Convertible Notes Due 2022 on February 24, 2020. The New Notes have substantially similar terms as the Prior Notes, except under the New Notes (i) the requirement to redeem an aggregate principal amount of $10 million on December 31, 2019 was eliminated, (ii) the Company would 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 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 stockholder approval for the Holders to exceed a 19.99% stock exchange ownership limitation (the Stockholder Approval) would be extended from January 31, 2020 to March 15, 2020. Due to multiple changes in key provisions of the Prior Notes, the Company analyzed the before and after cash flows between the (i) fair value of the New Notes and (ii) reacquisition price of the Prior Notes resulting from the (A) decreased principal from $66 million to $51 million, (B) fair value of the Exchange Shares, (C) fair value of the Rights, (D) fair value of the Warrants and (E) cash fees to be paid prior to January 31, 2020 to determine whether these changes resulted in a modification or extinguishment of the Prior Notes. Based on the before and after cash flows of each note, the change was significantly different. Consequently, the Exchange Agreements were accounted for as a debt extinguishment of the Prior Notes and a new debt issuance of the New Notes. The Company recorded a $5.3 million loss upon extinguishment of debt, which was comprised of the $4.1 million fair value of the Warrants (considered a non-cash fee paid to the lender), the $1.0 million cash fee and $0.2 million excess fair value of the Exchange Shares and Rights Shares over the contractual value. See Note 6, “Stockholders’ Deficit” for further information on the accounting treatment of the Exchange Shares and Rights Shares upon issuance of the New Notes. Also, see Note 3, “Fair Value Measurement” for more information regarding the valuation methodology used to determine the fair value of the Warrants. The Company elected to account for the New Notes at fair value, as of the January 14, 2020 issuance date. Management believes that the fair value option better reflects the underlying economics of the New Senior Convertible Notes Due 2022, which contain multiple embedded derivatives. Under the fair value election, changes in fair value will be reported in the consolidated statements of operations as "Gain (loss) from change in fair value of debt" in each reporting period subsequent to the issuance of the New Notes. For the three months ended March 31, 2020, the Company recorded a loss of $1.1 million, which is shown as Fair Value Adjustment in the table at the beginning of this Note 4. See Note 3, "Fair Value Measurement" for information about the assumptions that the Company used to measure the fair value of the Senior Convertible Notes Due 2022. 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 the $20.4 million of indebtedness outstanding under the Schottenfeld Credit Agreements (discussed under the Schottenfeld Forbearance Agreement below) 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 would be in the aggregate amount of $10.0 million (the Amortization Payment)e split proportionally among the Holders and that the Company would elect to pay such amortization payment in shares of Common Stock in accordance with the terms of the New Notes, provided however, that: (A) the Amortization Stock Payment Price (as defined in the New Notes) would be $3.00, (B) the Amortization Share Payment Period (as defined in the New Notes) with respect to the Amortization Payment would end on April 30, 2020 rather than March 31, 2020; and (C) in the event that Holder did not elect to receive the full Amortization Share Amount (as defined in the New Notes) during such Amortization Share Payment Period, then the Amortization Payment would be automatically reduced by the portion of such Amortization Payment not received by the Holder, (ii) there would be no amortization payment due on April 1, 2020, and (iii) the amortization payment due on May 1, 2020 would be in the aggregate amount of $8.9 million split proportionally among the Holders. The W&F Agreements were accounted for as a debt modification, as the before and after cash flows were not significantly different. On May 1, 2020, the Company and the Holders entered into amendments to the New Note and the W&F Agreements, respectively. See Note 12, “Subsequent Events” for further information. Debt Equitization – Foris, Related Party The Company had two loans payable to Foris Ventures, LLC (Foris) with a total principal balance of $110.0 million (excluding capitalized interest of $5.3 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 first loan (Foris $19 million Note) is a $19 million unsecured borrowing that accrued interest at 12% per annum and matured on January 1, 2023. The second loan (Foris LSA) is a $91.0 million secured borrowing that accrues interest at 12.5% per annum and matures on March 1, 2023. The Foris LSA requires quarterly principal payments and monthly interest payments. On January 31, 2020, the Company completed a series of equity transactions with Foris that resulted in the Company (i) reducing its aggregate debt principal with Foris by $60.0 million and accrued interest and fees due to Foris by $9.9 million (including $5.4 million of capitalized interest), (ii) issuing an aggregate of 19,287,780 shares of common stock as a result of the exercise of outstanding warrants at a weighted average exercise price of approximately $2.84 per share for an aggregate of $54.8 million, (iii) issuing an aggregate of 5,279,171 shares of common stock at $2.87 per share for an aggregate of $15.1 million in a private placement, and (iv) issuing rights (the Rights) to purchase an aggregate of 8,778,230 shares of common stock, at an exercise price of $2.87 per share, for an exercise term of 12 months. The exercise price of the outstanding warrants and the purchase price of the private placement common stock was paid through the cancellation of principal and accrued interest and fees totaling $69.9 million. See Note 6, “Stockholders’ Deficit” for information on the accounting treatment of the various equity related instruments. As a result of the transaction described above, on January 31, 2020, the principal balance of the Foris $19 million Note and accrued but unpaid interest was fully settled thru the exercise price of certain of outstanding warrants. Upon settlement of the Foris $19 million Note, the Company recorded a $5.7 million loss upon extinguishment debt, which was comprised of $6.1 million of unaccreted discount, less the $0.4 million fair value of the extinguished bifurcated derivative liability. In addition, this series of equity transactions directly impacted the cash flows of the Foris LSA and, as a result, the Company analyzed the before and after cash flows resulting from the significant decrease in principal, the warrant exercise price modifications and the issuance rights to purchase additional shares of common stock at $2.87, to determine whether these changes result in a modification or extinguishment of the Foris LSA. Based on the before and after cash flows, the change was significantly different. Consequently, the accelerated paydown of the Foris LSA loan balance through the exercise price of the remaining outstanding warrants and the purchase price of the private placement common stock was accounted for as a debt extinguishment and a new debt issuance. The Company recorded a $10.4 million loss upon extinguishment of debt, which was comprised of $8.9 million fair value of the Rights and $3.1 million of unaccreted discount, less the $1.6 million fair value of the extinguished bifurcated derivative liability. See Note 6, “Stockholders’ Deficit” for further information on the valuation methodology and related accounting treatment of the Rights. In recording the new debt issuance, the Company capitalized $0.7 million for the initial fair value of the embedded mandatory redemption feature as a debt discount to be amortized to interest expense under the effective interest method over the term of the remaining term of the new debt issuance. 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 Schottenfeld Warrants) to purchase shares (the Warrant Shares) of the Company’s common stock. See Note 6, “Stockholders’ Deficit” for further information. Indebtedness under the September Notes total $12.5 million, accrue interest at 12% per annum and mature on January 1, 2023. Indebtedness under the November Notes total $7.9 million, accrue interest at 12% per annum and originally matured on January 15, 2020. The Company failed to repay the $7.9 million November Notes by January 15, 2020. 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 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) issue new warrants upon the occurrence of certain contingent events and (v) amend 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. Due to multiple changes in key provisions of Schottenfeld Credit Agreements, the Company analyzed the before and after cash flows resulting from the warrant modification and forbearance fee to determine whether these changes result in a modification or extinguishment of the original Schottenfeld and Phase Five notes. Based on the combined before and after cash flows of each note, the change was significantly different. Consequently, the modifications resulting from the forbearance agreement were accounted for as a debt extinguishment and a new debt issuance. The Company recorded a $5.6 million loss upon extinguishment of debt, which was comprised of the $3.2 million fair value of contingent warrant issuance obligation, the $1.3 million incremental fair value of the modified warrants, $1.1 million of unaccreted discount and the forbearance fee, less the balance of the extinguished bifurcated derivative liability. In recording the new debt issuance, the Company capitalized $0.2 million of legal fees and $0.2 million for the initial fair value of the embedded mandatory redemption feature as a debt discount to be amortized to interest expense under the effective interest method over the term of the remaining term of the new debt issuance. On April 19, 2020, the Company failed to pay the amounts due under the Schottenfeld Forbearance Agreement, including the past due interest on the September Notes, and has been unable to obtain a waiver or extension for the past due amounts. As a result, $20.4 million of principal outstanding under the Schottenfeld Notes has been classified as a current liability on the condensed consolidated balance sheet as of March 31, 2020. See Note 4, “Debt” for information. See Note 12, “Subsequent Events” for information. 2014 Rule 144A Note Exchange and Extensions – Total, Related Party On March 11, 2020, the Company and Total entered into a Senior Convertible Note Maturity Extension Agreement (the Extension Agreement) due to the Company’s failure to pay the $10.2 million principal amount due under the December 20, 2019 reissued 2014 Rule 144A Convertible Notes that matured on January 31, 2020. The Extension Agreement resulted in the reissuance and extension of the December 20, 2019 promissory note to March 31, 2020. Under the terms of the 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: (i) has a maturity date of March 31, 2020, (ii) has a $9.1 million principal amount due, (iii) accrues interest at a rate of 12.0% per annum, and (iv) has terms substantially identical to the December 20, 2019 promissory note. The Extension Agreement was accounted for as a debt modification, as the before and after cash flows were not significantly different. The Company subsequently entered into new Senior Convertible Note Maturity extensions effective on (i) March 31, 2020 to extend the maturity date to April 30, 2020, and (ii) effective on April 30, 2020, to extend the maturity date to the earlier of the day the Company receives cash proceeds from any private placement of its equity and/or equity-linked securities, and May 31, 2020. The amended notes have terms substantially identical to the March 11, 2019 promissory note. See Note 12, “Subsequent Events” for information. 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, pursuant to which Ginkgo agreed to (i) waive the Company’s failure to pay past due interest and partnership payments, including interest thereon of $6.7 million by December 15, 2019, and 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, (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, and (iv) to defer all past due payments totaling $7.2 million until April 30, 2020. The Ginkgo Waiver was accounted for as a debt modification, as the before and after cash flows were not significantly different. On May 6, 2020, the Company subsequently entered into a waiver agreement under which the maturity date for all past due amounts to Ginkgo was extended to the earlier of the day the Company receives cash proceeds from any private placement of its equity and/or equity-linked securities, and May 31, 2020. See Note 12, “Subsequent Events” for information. Nikko Secured Loan Agreement Amendment On March 12, 2020, the Company and Nikko Chemicals Co. Ltd. (Nikko), entered into an amendment to the secured loan agreement (Loan Agreement) under which the Company paid Nikko $0.5 million to reduce the principal balance of the Loan Agreement to $4.0 million, extended the maturity date of the loan from January 31, 2020 to March 31, 2020 and increased the interest rate to 8.0% per annum. The loan (i) matures on March 31, 2020, (ii) accrues interest at a rate of 2.75% per annum, and (iii) is secured by a first-priority lien on 27.2% of the Aprinnova JV interests owned by the Company. The Loan Agreement was accounted for as a debt modification, as the before and after cash flows were not significantly different. On April 3, 2020, the Company entered into a second amendment to the Loan Agreement under which the maturity date of the loan was extended to April 30, 2020. In addition, on May 7, 2020, the Company subsequently entered into a third amendment to the Loan Agreement under which the maturity date of the loan was extended to May 31, 2020. See Note 12, “Subsequent Events” for information. See Note 12, “Subsequent Events” for information regarding debt transactions subsequent to March 31, 2020. Future Minimum Payments Future minimum payments under the Company's debt agreements as of March 31, 2020 are as follows: (In thousands) Convertible Notes Loans Related Party Convertible Notes Related Party Loans Payable and Credit Facilities Total 2020 (remaining nine months) $ 33,528 $ 23,861 $ 9,223 $ 14,098 $ 80,710 2021 11,210 4,399 — 46,326 61,935 2022 — 15,058 — 75,387 90,445 2023 — 12,899 — — 12,899 2024 — 398 — — 398 Thereafter — 1,870 — — 1,870 Total future minimum payments 44,738 58,485 9,223 135,811 248,257 Add: principal payable in common stock 6,061 — — — 6,061 Less: amount representing interest (5,529) (12,165) (148) (26,059) (43,901) Less: future conversion of accrued interest to principal — — — (1,903) (1,903) Present value of minimum debt payments 45,270 46,320 9,075 107,849 208,514 Less: current portion of debt principal (44,521) (31,583) (9,075) (5,769) (90,948) Noncurrent portion of debt principal $ 749 $ 14,737 $ — $ 102,080 $ 117,566 |
Mezzanine Equity
Mezzanine Equity | 3 Months Ended |
Mar. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity Mezzanine equity at March 31, 2020 and December 31, 2019 is comprised of proceeds from shares of common stock sold on May 10, 2016 to the Bill & Melinda Gates Foundation (Gates Foundation). In connection with the stock sale, the Company and the Gates Foundation entered into an agreement under which the Company agreed to expend an aggregate amount not less than the proceeds from the stock sale 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. If the Company defaults in its obligation to use the proceeds from the stock sale as set forth above or defaults under certain other commitments in the agreement, the Gates Foundation will have the right to request that the Company redeem, or facilitate the purchase by a third party, the 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 March 31, 2020, the Company's remaining research and development obligation under this arrangement was $0.4 million. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | Stockholders' Deficit Foris Warrant 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. The Company received approximately $14.0 million from Foris in connection with the warrant exercise representing 4,877,386 shares of common stock issued and recorded $14.0 million as additional paid in capital. 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. The Company and Foris agreed to defer the issuance of the shares until such time as shareholder approval has been obtained to increase the Company’s authorized share count. The PIPE Rights exercise proceeds were recorded as additional paid in capital as there is no contractual obligation to return the consideration if shareholder approval is not obtained. January 2020 Warrant Amendments and Exercises, Foris Debt Equitization and Private Placement As described below in further detail, on January 31, 2020, the Company completed a series of equity 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 $9.9 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. See Note 4, “Debt” for more information regarding the accounting treatment of the $60.0 million debt reduction. Warrant Amendments and Exercises by Certain Holders On January 31, 2020, the Company entered into separate warrant amendment agreements (the Warrant Amendments) with certain holders (the Warrant Holders) of the Company’s outstanding warrants to purchase shares of common stock, pursuant to which the exercise price of certain warrants (the Amended Warrants) held by the Warrant Holders totaling 1.2 million shares was reduced to $2.87 per share. In connection with the entry into the Warrant Amendments, on January 31, 2020 the Warrant Holders exercised their Amended Warrants, representing an aggregate of 1,160,929 shares of common stock (the Warrant Amendment Shares), and the Company issued the Warrant Amendment Shares to the Holders along with a right 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 recorded the $3.3 million as additional paid in capital. The Company also measured the before and after fair value of the Amended Warrants using the Black-Scholes-Merton option pricing model and determined there was no incremental value to record related to the purchase price reduction. Further, the Rights warrants met the derivative scope exception and equity classification criteria to be accounted for in equity. Warrant Amendments and Exercises, Common Stock Purchase and Debt Equitization by Foris – Related Party On January 31, 2020, the Company and Foris entered into certain warrant amendment agreements (the Foris Warrant Amendments) totaling 10.2 million shares of the Company’s outstanding warrants to purchase shares of common stock, pursuant to which the exercise price of these certain warrants (the Amended Foris Warrants) was reduced to $2.87 per share. In connection with the Foris Warrant Amendments, on January 31, 2020 (i) Foris exercised all of its then outstanding common stock purchase warrants, including the Amended Foris Warrants, totaling 19,287,780 shares of common stock, at a weighted average exercise price of approximately $2.84 per share for an aggregate exercise price of $54.8 million (the Exercise Price), and purchased 5,279,171 shares of common stock (the Foris Shares) at $2.87 per share for a total purchase price of $15.1 million (Purchase Price), (ii) Foris paid the Exercise Price and the Purchase Price through the cancellation of $60 million of principal and $9.9 million of accrued interest and fees owed by the Company to Foris under the Foris $19 million Note and the Foris LSA (which was treated as a debt extinguishment as discussed in Note 4, "Debt") and (iii) the Company issued to Foris the Foris Shares and an additional right (the 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 execution of the warrant exercise agreement. Upon exercise of the Amended Foris Warrants and issuance of the Foris Shares, the Company recorded a $69.9 million increase to additional paid in capital. The Company also measured the before and after fair value of the Amended Foris Warrants using the Black-Scholes-Merton option pricing model and determined there was no incremental value to record related to the purchase price reduction. Further, the Company concluded the Additional Rights met the derivative scope exception and criteria to be accounted for in equity and recorded the $8.9 million fair value of the Additional Rights to additional paid in capital and loss upon extinguishment of debt. The fair value was determined using a Black-Scholes-Merton option pricing model based on the following input assumptions: (i) $2.56 stock price, (ii) 112% volatility, (iii) 1.45% risk free rate and (iv) 0% dividend. January 2020 Private Placement On January 31, 2020 the Company entered into separate Security Purchase Agreements with certain accredited investors and Foris, for the issuance and sale of an aggregate of 8,710,802 shares of common stock and rights to purchase an aggregate of 8,710,802 shares of common stock (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. The $25 million in proceeds was recorded as additional paid in capital. See Note 3, “Fair Value Measurement” for information regarding the valuation methodology used to determine fair value and the related accounting treatment of the PIPE rights. Principal Conversion into Common Stock and New Warrants Issued in Exchange of Senior Convertible Notes Due 2022 On January 14, 2020, the Company completed the exchange of the Company’s $66 million Senior Convertible Notes Due 2022 (or the Prior Notes), pursuant to separate exchange agreements (the Exchange Agreements) with certain private investors (the Holders), 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 (the Rights Shares), and (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, The New Notes, Exchange Shares, Rights and Warrants were issued on January 14, 2020. The Rights were exercised by the Holder and the Rights Shares were issued by the Company according to the terms of the New Senior Convertible Notes Due 2022 on February 24, 2020. The contractual value of the Exchange Shares and Rights Shares was $2.87 per share. Upon issuance of the New Notes, Exchange Shares and Rights, the $15.0 million of debt principal was extinguished and the $15.2 million fair value of the Exchange Shares and Rights Shares was recorded as additional paid in capital. See Note 3, “Fair Value Measurement” for more information regarding the valuation methodology used to determine the fair value and the related accounting treatment of the Warrants, and see Note 4, “Debt” for further information on the accounting treatment and the terms of the note exchange. Warrants and Rights Activity Summary In connection with various debt and equity transactions (see Note 4, “Debt” above and Note 4, "Debt" and Note 6, “Stockholders’ Deficit” in Part II, Item 8 of the 2019 Form 10-K), the Company has issued warrants exercisable for shares of common stock. The following table summarizes warrants activity for the current year interim periods ended March 31, 2020: Transaction Year Issued Expiration Date Number Outstanding as of December 31, 2019 Additional Warrants Issued Exercises Expired Exercise Price per Share of Warrants Exercised Number Outstanding as of March 31, 2020 Exercise Price per Share as of March 31, 2020 High Trail/Silverback warrants 2020 January 14, 2022 — 3,000,000 — — $ — 3,000,000 $ 3.25 2020 PIPE right shares 2020 February 4, 2021 — 8,710,802 (5,226,481) — $ 2.87 3,484,321 $ 2.87 January 2020 warrant exercise right shares 2020 January 31, 2021 — 9,939,159 — — $ — 9,939,159 $ 2.87 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) — $ 2.87 — $ — August 2019 Foris warrant 2019 August 28, 2021 4,871,795 — (4,871,795) — $ 2.87 — $ — April 2019 PIPE warrants 2019 April 6, 2021, April 29, 2021 and May 3, 2021 8,084,770 — (4,712,781) — $ 2.87 3,371,989 $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 $ 2.87 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 — (784,016) — $ 2.87 960,225 $ 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 — (4,877,386) — $ 2.87 7,219,778 $ 7.52 May 2017 cash warrants 2017 July 10, 2022 6,078,156 — — — $ — 6,078,156 $ 2.87 August 2017 cash warrants 2017 August 7, 2022 3,968,116 — — — $ — 3,968,116 $ 2.87 May 2017 dilution warrants 2017 July 10, 2022 3,085,893 — — — $ — 3,085,893 $ — August 2017 dilution warrants 2017 May 23, 2023 3,028,983 — — — $ — 3,028,983 $ — February 2016 related party private placement 2016 February 12, 2021 171,429 — (152,381) — $ 0.15 19,048 $ 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 72,650 — (64,103) — $ 0.15 8,547 $ 0.15 July 2015 related party debt exchange 2015 July 29, 2020 58,690 — — — $ — 58,690 $ 0.15 Other 2011 December 23, 2021 1,406 — — — $ — 1,406 $ 160.05 65,755,629 21,649,961 (30,552,576) — 56,853,014 See Note 12, “Subsequent Events” for information regarding warrant issuances subsequent to March 31, 2020. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss per Share For the three months ended March 31, 2020 and March 31, 2019, basic loss per share was the same as diluted loss per share, because the inclusion of all potentially dilutive securities outstanding was antidilutive. 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 loss per share: Three Months Ended March 31, (In thousands, except shares and per share amounts) 2020 2019 Numerator: Net loss attributable to Amyris, Inc. $ (87,844) $ (66,243) Less: losses allocated to participating securities 1,087 2,430 Net loss attributable to Amyris, Inc. common stockholders $ (86,757) $ (63,813) — — Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted 155,065,635 77,512,059 Loss per share attributable to common stockholders, basic and diluted $ (0.56) $ (0.82) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted loss per share of common stock because including them would have been antidilutive: Three Months Ended March 31, 2020 2019 Period-end common stock warrants 50,518,519 26,411,761 Convertible promissory notes (1) 9,217,185 12,699,607 Period-end stock options to purchase common stock 5,578,264 5,427,384 Period-end restricted stock units 5,298,639 5,493,579 Period-end preferred stock 1,943,661 2,955,732 Total potentially dilutive securities excluded from computation of diluted loss per share 72,556,268 52,988,063 ______________ (1) The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect as of the respective period end dates. 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 | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies The Company has levied indirect taxes on sugarcane-based biodiesel sales that took place several years ago by Amyris Brasil Ltda. (see Note 12, “Divestiture” in Part II, Item 8 of the 2019 Form 10-K) to customers in Brazil, based on advice from external legal counsel. In the absence of definitive rulings from the Brazilian tax authorities on the appropriate indirect tax rate to be applied to such product sales, the actual indirect rate to be applied to such sales could differ from the rate the Company levied. 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. Other Matters Certain conditions may exist as of the date the condensed consolidated 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. |
Revenue Recognition and Contrac
Revenue Recognition and Contract Assets and Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition and Contract Assets and Liabilities | Revenue Recognition and Contract Assets and Liabilities Disaggregation of Revenue The following table presents revenue by major product and service, as well as by primary geographical market, based on the location of the customer: Three Months Ended March 31, (In thousands) 2020 2019 Renewable Products Licenses and Royalties Grants and Collaborations Total Renewable Products Licenses and Royalties Grants and Collaborations Total United States 11,944 — — 11,944 7,073 — 493 7,566 Europe $ 3,242 $ 5,161 $ 3,356 $ 11,759 $ 2,854 $ 118 $ 1,629 $ 4,601 Asia 2,018 — 2,759 4,777 1,718 — 250 1,968 Brazil 577 — — 577 220 — — 220 Other 73 — — 73 19 — — 19 $ 17,854 $ 5,161 $ 6,115 $ 29,130 $ 11,884 $ 118 $ 2,372 $ 14,374 Significant Revenue Agreements During the Three Months Ended March 31, 2020 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. The Company is performing research and development activities, and Lavvan is responsible for manufacturing and commercialization, related to the cannabinoids developed in accordance with the Cannabinoid Agreement. The Cannabinoid Agreement principally funds milestones that include both technical R&D targets and completion of production campaigns, with the Company also entitled to receive certain supplementary research and development funding from Lavvan. Additionally, the Cannabinoid Agreement provides for profit share to the Company on Lavvan's gross profit margin once the cannabinoid products are commercialized; such payments will be due for the following 20 years. 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 formed 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”). On March 11, 2020, the parties revised the agreement to reflect product specifications and cost assumptions. 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 obligation. 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 March 31, 2020, the Company has constrained $155 million of variable consideration related to milestones that have not met the criteria necessary under ASC 606 to be included in the transaction price. The Company concluded 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). Estimates of variable consideration are updated quarterly, with cumulative adjustments to revenue recorded as necessary. The Company has recognized $18.3 million of cumulative revenue to date, and at March 31, 2020 has recorded an $8.3 million contract asset in connection with the Cannabinoid Agreement. DSM Ingredients Collaboration In September 2017, the Company entered into a collaboration agreement with DSM (DSM Collaboration Agreement) to jointly develop a new molecule in the Clean Health market using the Company’s technology (DSM Ingredient), which the Company would have the sole right to manufacture, and DSM would commercialize. Pursuant to the DSM Collaboration Agreement, DSM provides funding for the development of the DSM Ingredients in the form of milestone-based payments and, upon commercialization, the parties would enter into supply agreements whereby DSM would purchase the applicable DSM Ingredient from the Company at prices agreed by the parties. The development services are directed by a joint steering committee with equal representation by DSM and the Company and are governed by a milestone project plan. The timing of milestone achievements is which is subject to review and revision as agreed by the joint steering committee. In addition, the parties will share profit margin from DSM’s sales of products that incorporate the DSM Ingredient subject to the DSM Collaboration Agreement. The DSM Collaboration Agreement is accounted for as a revenue contract under ASC 606, and has a total transaction price of $14.1 million, 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 three performance obligations of research and development services that are delivered over time and that revenue recognition is based on an input measure of progress as labor hours are expended in the achievement of each milestone. The Company has recognized $7.9 million of cumulative to date collaboration revenues. Yifan Collaborations From September 2018 to December 2019, the Company entered into a series of license and collaboration agreements, culminating in a master services agreement for research and development services, with a subsidiary of Yifan Pharmaceutical Co., Ltd. (Yifan), a leading Chinese pharmaceutical company. Upon execution of the master services agreement in December 2019 (the Collaboration Agreement), the Company evaluated and concluded that the series of agreements should be combined and accounted for as a single revenue contract under ASC 606. The Yifan Collaboration Agreement has a total transaction price of $21.0 million, 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 obligation. The Company concluded the Collaboration Agreement contained a single performance obligation of research and development services provided continuously over time. The Collaboration Agreement provides for upfront and periodic payments based on project milestones. The Company concluded 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). Estimates of variable consideration are updated quarterly, with cumulative adjustments to revenue recorded as necessary. The Company recognized $2.7 million of collaboration revenue in the three months ended March 31, 2020, and $8.9 million of cumulative-to-date collaboration revenue. The Company has also recorded a $0.9 million contract asset in connection with the Collaboration Agreement. DSM Value Sharing Agreement The original December 2017 DSM 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 refunded and reduces the refund liability by recording additional license and royalty revenue as the Company’s estimate of the refund obligation decreases. The Company recorded $8.8 million of license and royalty revenue in the fourth quarter of 2019 related to a change in the estimated refund liability and recorded the remaining $3.8 million in the three months ended March 31, 2020 related to a change in the Company’s estimate of the refund liability. In connection with the significant revenue agreements discussed above and others previously disclosed (see Note 9, “Revenue Recognition” in Part II, Item 8 of the 2019 Form 10-K), the Company recognized the following revenues for the three months ended March 31, 2020 and 2019 : Three Months Ended March 31, (In thousands) 2020 2019 Renewable Products Licenses and Royalties Grants and Collaborations Total Renewable Products Licenses and Royalties Grants and Collaborations Total DSM - related party $ 49 $ 3,750 $ 3,018 $ 6,817 $ 2 $ (380) $ 396 $ 18 Sephora 4,446 — — 4,446 1,347 — — 1,347 Firmenich 1,229 1,411 161 2,801 1,891 498 728 3,117 Givaudan 2,109 — — 2,109 1,575 — — 1,575 Subtotal revenue from significant revenue agreements 7,833 5,161 3,179 16,173 4,815 118 1,124 6,057 Revenue from all other customers 10,021 — 2,936 12,957 7,069 — 1,248 8,317 Total revenue from all customers $ 17,854 $ 5,161 $ 6,115 $ 29,130 $ 11,884 $ 118 $ 2,372 $ 14,374 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 condensed consolidated balance sheets, net of the allowance for doubtful accounts. Trade receivables are recorded for the sale of goods or the performance of services 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. Contract Balances The following table provides information about accounts receivable, contract liabilities and refund liability from contracts with customers: (In thousands) March 31, 2020 December 31, 2019 Accounts receivable, net $ 18,426 $ 16,322 Accounts receivable - related party, net $ 6,769 $ 3,868 Contract assets $ 9,355 $ 8,485 Contract assets, noncurrent - related party $ 1,203 $ 1,203 Contract liabilities $ 3,226 $ 1,353 Contract liabilities, noncurrent (1) $ 1,449 $ 1,449 (1) As of March 31, 2020 and December 31, 2019, contract liabilities, noncurrent is presented in Other noncurrent liabilities in the condensed consolidated balance sheets. 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 March 31, 2020. (In thousands) As of March 31, 2020 Remaining 2020 $ 59,172 2021 52,662 2022 29,400 2023 and thereafter 571 Total from all customers $ 141,805 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Debt See Note 4, "Debt" for details of these related party debt transactions during the three months ended March 31, 2020: • Debt equitization – Foris • 2014 Rule 144A Note exchange and extensions – Total Related party debt was as follows: March 31, 2020 December 31, 2019 In thousands Principal Unaccreted Debt Discount Change in Fair Value Net Principal Unaccreted Debt Discount Change in Fair Value Net Foris notes $ 50,545 $ (688) $ — $ 49,857 $ 115,351 $ (9,516) $ — $ 105,835 DSM notes 33,000 (4,096) — 28,904 33,000 (4,621) — 28,379 Naxyris note 24,304 (739) — 23,565 24,437 (822) — 23,615 Total 2014 Rule 144A convertible note 9,075 — — 9,075 10,178 — — 10,178 $ 116,924 $ (5,523) $ — $ 111,401 $ 182,966 $ (14,959) $ — $ 168,007 Related Party Equity See Note 6, "Stockholders' Deficit" for details of these related party equity transactions during the three months ended March 31, 2020 : • Foris warrant exercises for cash • Foris warrant exercise, common stock purchase and debt equitization • January 2020 private placement, in which Foris purchased 5,226,481 shares Related Party Accounts Receivable, Unbilled Receivables and Accounts Payable Related party accounts receivable, unbilled receivables and accounts payable were as follows: (In thousands) March 31, 2020 December 31, 2019 Amounts in connection with customer DSM: Accounts receivable - related party $ 6,769 $ 3,868 Contract assets, noncurrent - related party $ 1,203 $ 1,203 Accounts payable $ 13,596 $ 13,957 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation The Company’s stock option activity and related information for the three months ended March 31, 2020 was as follows: Quantity of Stock Options Weighted- Weighted-average Aggregate Outstanding - December 31, 2019 5,620,419 $ 10.27 7.8 $ 24 Granted 72,174 $ 2.78 Exercised — $ — Forfeited or expired (114,329) $ 17.39 Outstanding - March 31, 2020 5,578,264 $ 10.03 7.7 $ 3 Vested or expected to vest after March 31, 2020 4,977,771 $ 10.63 7.6 $ 3 Exercisable at March 31, 2020 1,398,299 $ 25.06 6.0 $ — The Company’s restricted stock units (RSUs) activity and related information for the three months ended March 31, 2020 was as follows: Quantity of Restricted Stock Units Weighted-average Grant-date Fair Value Weighted-average Remaining Contractual Life, in Years Outstanding - December 31, 2019 5,782,651 $ 4.77 1.7 Awarded 309,826 $ 2.88 Released (498,166) $ 4.69 Forfeited (295,672) $ 4.17 Outstanding - March 31, 2020 5,298,639 $ 4.70 1.3 Vested or expected to vest after March 31, 2020 4,869,050 $ 4.71 1.3 Stock-based compensation expense related to employee and non-employee options, RSUs and ESPP during the three months ended March 31, 2020 and 2019 was allocated to research and development expense and sales, general and administrative expense as follows: Three Months Ended March 31, (In thousands) 2020 2019 Research and development $ 1,065 $ 663 Sales, general and administrative 2,439 2,789 Total stock-based compensation expense $ 3,504 $ 3,452 As of March 31, 2020, there was unrecognized compensation expense of $23.2 million related to stock options and RSUs. The Company expects to recognize this expense over a weighted-average period of 2.2 years. Evergreen Shares for 2010 Equity Incentive Plan and 2010 Employee Stock Purchase Plan In February 2020, 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. This increase is equal to approximately 5.0% of the 117,742,677 total outstanding shares of the Company’s common stock as of December 31, 2019. This automatic increase was effective as of January 1, 2020. These shares in connection with the Purchase Plan represented an automatic annual increase in the number of shares reserved for issuance under the Purchase Plan of 588,713 shares. This increase is equal to approximately 0.5% of the 117,742,677 total outstanding shares of the Company’s common stock as of December 31, 2019. This automatic increase was effective as of January 1, 2020. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Foris $5 Million Note On April 29, 2020, the Company borrowed $5.0 million from Foris Ventures LLC (an entity affiliated with director John Doerr and which beneficially owns greater than 5% of the Company’s outstanding common stock. The note is unsecured and accrues interest at 12% per annum. Principal and interest will be payable at December 31, 2022 maturity. Amendment to Senior Convertible Notes Due 2022 On May 1, 2020, the Company and the holders of the New Senior Convertible Notes Due 2022 entered into separate amendments to the New Notes and the W&F Agreements (Note Amendment), pursuant to which the Company and the holders agreed: (i) to amend the maturity date of the New Notes from September 30, 2022 to June 1, 2021 (Maturity Date); (ii) to remove from the New Notes all equity triggering provisions that allowed the holders to convert the notes at a reduced conversion price in certain circumstances; (iii) that the Company would no longer 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; (iv) that interest payments would be due quarterly (as opposed to monthly), starting on August 1, 2020; (v) that an aggregate amortization payment of approximately $16 million (split proportionally among the holders) would be due on or before the earlier of May 31, 2020 and the date on which the Company receives at least $50 million of aggregate net proceeds in an offering of securities (Amended May Amortization), an amortization payment of $5 million (to the largest holder) would be due on December 1, 2020 unless the Company receives at least $50 million of aggregate net cash proceeds from one or more financing transactions after May 1, 2020, and no other amortization payment would be due prior to the Maturity Date; (vi) to reduce the conversion price of the New Notes from $5.00 to $3.50; (vii) to reduce the redemption price with respect to optional redemptions by the Company prior to October 1, 2020 to 100%, prior to December 31, 2020 to 105% and to 110% thereafter (as opposed to 115%), of the amount being redeemed; and (viii) that an aggregate of 2,836,364 shares of Common Stock held by the holders would not be considered as Pre-Delivery Shares (as defined on the New Notes) and would be subject to certain selling restrictions until June 15, 2020, and that an aggregate of 1,363,636 Pre-Delivery Shares held by certain holders would be promptly returned to the Company. In connection with the Note Amendment, the Company and the holders entered into certain warrant amendment agreements pursuant to which (i) the exercise price of the warrants issued on January 14, 2020 in connection with the Exchange of the Senior Convertible Notes due 2022 was reduced to $2.87 per share with respect to an aggregate of 2,000,000 warrant shares; (ii) the exercise price of a warrant to purchase 960,225 shares of the Company’s Common Stock issued to one of the holders on May 10, 2019 was reduced to $2.87 per share (from $5.02), and the exercise term of such warrant was extended to January 31, 2022 (from May 10, 2021); and (iii) the exercise term of a right to purchase 431,378 shares of the Company’s Common Stock issued to one of the Holders on January 31, 2020 was extended to January 31, 2022 (from January 31, 2021). Debt Waivers and Extensions Effective March 31, 2020, the Company and Total Raffinage Chimie (Total) entered into a Senior Convertible Note Maturity Extension Agreement to extend the maturity date of the 2014 Rule 144A Convertible Note to April 30, 2020 and reduce the conversion price of the Rule 144A Convertible Note to $2.87 per share. Effective April 30, 2020, the Company and Total entered into a subsequent Senior Convertible Note Maturity Extension Agreement to extend the maturity date of the 2014 Rule 144A Convertible Note to the earlier of the day the Company receives cash proceeds from any private placement of its equity and/or equity-linked securities, and May 31, 2020. The Rule 144A Convertible Note was reissued as a result of such extensions with term substantially identical to the previously issued promissory notes. See Note 4, "Debt". On April 3, 2020, the Company entered into a second amendment to the Nikko Loan Agreement under which the maturity date of the loan was extended to April 30, 2020. On May 7, 2020, the Company entered into a third amendment to the Nikko Loan Agreement under which the maturity date of the loan was extended to the earlier of the day the Company receives cash proceeds from any private placement of its equity and/or equity-linked securities, and May 31, 2020, with an increase in the interest rate to 12.5% per annum. See Note 4, "Debt". On May 6, 2020, the Company obtained waivers from DSM, Foris, Naxyris and Ginkgo under which the maturity date for all past amounts due such lenders was extended to the earlier of the day the Company receives cash proceeds from any private placement of its equity and/or equity-linked securities, and May 31, 2020. See Note 4, "Debt". On April 19, 2020, the Company failed to pay the amounts due under the Schottenfeld Forbearance Agreement, including the past due interest on the September Notes, and has been unable to obtain a waiver or extension for the past due amounts. As a result, $20.4 million of principal outstanding under the Schottenfeld Notes has been classified as a current liability on the condensed consolidated balance sheet as of March 31, 2020. See Note 4, “Debt” for information. Paycheck Protection Plan On April 7, 2020, the Company applied for a Paycheck Protection Plan loan established by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). On May 1, 2020, the Company received notification of approval of a $10 million loan which was received in full on May 7, 2020 (PPP Loan). The PPP Loan accrues interest at an annual fixed rate of 1% and has a term of 2 years (with no payments due in the first six months of such term; however, interest still accrues during this six-month period). The Company intends to use and repay the PPP Loan in accordance with the rules applicable under the CARES Act. There are no collateral requirements or prepayment penalties associated with the loan. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of accounting | The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the accompanying interim condensed consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. |
Accounting Standards or Updates Recently Adopted and Recent Accounting Standards or Updates Not Yet Effective | Accounting Standards or Updates Recently Adopted In the three months ended March 31, 2020, the Company adopted these accounting standards or updates: 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. ASU 2018-13 became effective in the first quarter of fiscal 2020, with removed and modified disclosures to be adopted on a retrospective basis, and new disclosures to be adopted on a prospective basis. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. 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. ASU 2018-18 became effective in the first quarter of fiscal year 2020 retrospectively. The adoption of this standard did not have any impact on the Company’s condensed consolidated financial statements. Accounting Standards or Updates Not Yet Adopted 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 is effective for the Company (a Smaller Reporting Company) in the first quarter of 2022. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements. |
Use of Estimates and Judgements | 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 condensed consolidated 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 condensed consolidated financial statements. |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts (In thousands) Balance at Beginning of Year Provisions Write-offs, Net Balance at End of Period Three months ended March 31, 2020 $ 45 $ — $ — $ 45 Year ended December 31, 2019 $ 642 $ 110 $ (707) $ 45 |
Inventories | Inventories (In thousands) March 31, 2020 December 31, 2019 Raw materials $ 4,566 $ 3,255 Work-in-process 7,409 7,204 Finished goods 19,088 17,311 Inventories $ 31,063 $ 27,770 |
Deferred Cost of Products Sold | Deferred cost of products sold - related party (In thousands) March 31, 2020 December 31, 2019 Deferred cost of products sold - related party $ 3,535 $ 3,677 Deferred cost of products sold, noncurrent - related party 12,815 12,815 Total $ 16,350 $ 16,492 |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets (In thousands) March 31, 2020 December 31, 2019 Non-inventory production supplies $ 5,297 $ 5,376 Prepayments, advances and deposits 4,558 4,726 Recoverable taxes from Brazilian government entities 65 79 Other 2,903 2,569 Total prepaid expenses and other current assets $ 12,823 $ 12,750 |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net (In thousands) March 31, 2020 December 31, 2019 Machinery and equipment $ 45,554 $ 48,041 Leasehold improvements 41,620 41,478 Computers and software 9,682 9,822 Furniture and office equipment, vehicles and land 3,463 3,510 Construction in progress 9,100 9,752 109,419 112,603 Less: accumulated depreciation and amortization (82,507) (83,673) Property, plant and equipment, net $ 26,912 $ 28,930 |
Schedule Of Depreciation and Amortization | During the three months ended March 31, 2020 and 2019, Depreciation and amortization expense was as follows: Three Months Ended March 31, (In thousands) 2020 2019 Depreciation and amortization expense $ 1,719 $ 848 |
Lease, Cost | Information related to the Company's right-of-use assets and related lease liabilities were as follows: Three Months Ended March 31, 2020 2019 Cash paid for operating lease liabilities, in thousands $1,893 $5,305 Right-of-use assets obtained in exchange for new operating lease obligations (1) $— $30,472 Weighted-average remaining lease term 3.2 2.7 Weighted-average discount rate 18.0% 18.0% (1) 2019 amount includes $29.7 million for operating leases existing on January 1, 2019 and $0.8 million for operating leases that commenced during the three months ended March 31, 2019. |
Lessee, Lease Liability, Maturity | Maturities of lease liabilities as of March 31, 2020 were as follows: Years ending December 31: (In thousands) Financing Operating Total Leases 2020 (remaining nine months) $ 3,314 $ 6,217 $ 9,531 2021 4,566 7,886 12,452 2022 — 7,950 7,950 2023 — 3,484 3,484 2024 — 215 215 Thereafter — — — Total lease payments 7,880 25,752 33,632 Less: amount representing interest (1,115) (7,277) (8,392) Total lease liability $ 6,765 $ 18,475 $ 25,240 Current lease liability $ 3,510 $ 4,747 $ 8,257 Noncurrent lease liability 3,255 13,728 16,983 Total lease liability $ 6,765 $ 18,475 $ 25,240 |
Other Assets | Other Assets (In thousands) March 31, 2020 December 31, 2019 Equity-method investment $ 4,320 $ 4,734 Contingent consideration 3,303 3,303 Deposits 278 295 Other 1,279 1,373 Total other assets $ 9,180 $ 9,705 |
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities (In thousands) March 31, 2020 December 31, 2019 Accrued interest $ 11,120 $ 8,209 Payroll and related expenses 8,344 7,296 Ginkgo partnership payments obligation 7,892 4,319 Contract termination fees 5,393 5,347 Professional services 2,944 2,968 Asset retirement obligation 2,511 3,184 Tax-related liabilities 1,425 1,685 Other 1,314 3,647 Total accrued and other current liabilities $ 40,943 $ 36,655 |
Other Liabilities | Other noncurrent liabilities (In thousands) March 31, 2020 December 31, 2019 Liability for unrecognized tax benefit $ 7,293 $ 7,204 Liability in connection with acquisition of equity-method investment 5,594 5,249 Ginkgo partnership payments, net of current portion 2,121 4,492 Contract liabilities, net of current portion (1) 1,449 1,449 Refund liability — 3,750 Other 878 880 Total other noncurrent liabilities $ 17,335 $ 23,024 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize liabilities measured at fair value, and the respective fair value by input classification level within the fair value hierarchy: (In thousands) March 31, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Senior Convertible Notes Due 2022 $ — $ — $ 46,397 $ 46,397 $ — $ — $ 50,624 $ 50,624 Embedded derivatives bifurcated from debt instruments — — 1,770 1,770 — — 2,832 2,832 Freestanding derivative instruments issued in connection with other debt and equity instruments — — 5,978 5,978 — — 6,971 6,971 Total liabilities measured and recorded at fair value $ — $ — $ 54,145 $ 54,145 $ — $ — $ 60,427 $ 60,427 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | In thousands Fair value at December 31, 2019 $ 50,624 Less: principal paid (20,730) Loss from change in fair value 16,503 Fair value at March 31, 2020 $ 46,397 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | (In thousands) Equity-related Derivative Liability Debt-related Derivative Liability Total Derivative Liability Balance at December 31, 2019 $ — $ 9,803 $ 9,803 Fair value of derivative liabilities issued during the period 2,962 5,789 8,751 Change in fair value of derivative liabilities (998) (2,284) (3,282) Derecognition on extinguishment — (7,524) (7,524) Balance at March 31, 2020 $ 1,964 $ 5,784 $ 7,748 |
Fair Value Measurement Inputs and Valuation Techniques | Input assumptions for these freestanding instruments are as follows: Range for the Period Input assumptions for liability classified warrants: March 31, 2020 December 31, 2019 Fair value of common stock on issue date $2.56 – $3.19 $3.09 – $4.76 Exercise price of warrants $2.87 – $3.90 $3.87 – $3.90 Expected volatility 96% – 113% 94% – 105% Risk-free interest rate 0.17% – 1.58% 1.58% – 1.67% Expected term in years 0.85 – 2.00 1.51 – 2.00 Dividend yield 0.0 % 0.0 % The market-based assumptions and estimates used in valuing the embedded derivative liabilities include amounts in the following ranges/amounts: March 31, 2020 December 31, 2019 Risk-free interest rate 0.25% - 1.62% 1.6% - 1.7% Risk-adjusted discount yield 20.0% - 27.0% 20.0% - 27.0% Probability of change in control 5.0% 5.0% Credit spread 18.7% - 26.8% 18.4% - 25.4% Estimated conversion dates 2022 - 2023 2022 - 2023 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Net carrying amounts of debt are as follows: March 31, 2020 December 31, 2019 (In thousands) Principal Unaccreted Debt Discount Change in Fair Value Net Principal Unaccreted Debt Discount Change in Fair Value Net Convertible notes payable Senior convertible notes due 2022 45,270 — 1,127 46,397 66,000 — (15,376) 50,624 45,270 — 1,127 46,397 66,000 — (15,376) 50,624 Related party convertible notes payable 2014 Rule 144A convertible notes 9,075 — — 9,075 10,178 — — 10,178 9,075 — — 9,075 10,178 — — 10,178 Loans payable and credit facilities Schottenfeld notes 20,350 (348) — 20,002 20,350 (1,315) — 19,035 Nikko notes 12,796 (865) — 11,931 14,318 (901) — 13,417 Ginkgo note 12,000 (2,897) — 9,103 12,000 (3,139) — 8,861 Other loans payable 1,174 — — 1,174 1,828 — — 1,828 46,320 (4,110) — 42,210 48,496 (5,355) — 43,141 Related party loans payable Foris notes 50,545 (688) — 49,857 115,351 (9,516) — 105,835 DSM notes 33,000 (4,096) — 28,904 33,000 (4,621) — 28,379 Naxyris note 24,304 (739) — 23,565 24,437 (822) — 23,615 107,849 (5,523) — 102,326 172,788 (14,959) — 157,829 Total debt 208,514 (9,633) 1,127 200,008 297,462 (20,314) (15,376) 261,772 Less: current portion (90,899) (63,805) Long-term debt, net of current portion 109,109 197,967 |
Schedule of Long-term Debt Instruments | Future minimum payments under the Company's debt agreements as of March 31, 2020 are as follows: (In thousands) Convertible Notes Loans Related Party Convertible Notes Related Party Loans Payable and Credit Facilities Total 2020 (remaining nine months) $ 33,528 $ 23,861 $ 9,223 $ 14,098 $ 80,710 2021 11,210 4,399 — 46,326 61,935 2022 — 15,058 — 75,387 90,445 2023 — 12,899 — — 12,899 2024 — 398 — — 398 Thereafter — 1,870 — — 1,870 Total future minimum payments 44,738 58,485 9,223 135,811 248,257 Add: principal payable in common stock 6,061 — — — 6,061 Less: amount representing interest (5,529) (12,165) (148) (26,059) (43,901) Less: future conversion of accrued interest to principal — — — (1,903) (1,903) Present value of minimum debt payments 45,270 46,320 9,075 107,849 208,514 Less: current portion of debt principal (44,521) (31,583) (9,075) (5,769) (90,948) Noncurrent portion of debt principal $ 749 $ 14,737 $ — $ 102,080 $ 117,566 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table summarizes warrants activity for the current year interim periods ended March 31, 2020: Transaction Year Issued Expiration Date Number Outstanding as of December 31, 2019 Additional Warrants Issued Exercises Expired Exercise Price per Share of Warrants Exercised Number Outstanding as of March 31, 2020 Exercise Price per Share as of March 31, 2020 High Trail/Silverback warrants 2020 January 14, 2022 — 3,000,000 — — $ — 3,000,000 $ 3.25 2020 PIPE right shares 2020 February 4, 2021 — 8,710,802 (5,226,481) — $ 2.87 3,484,321 $ 2.87 January 2020 warrant exercise right shares 2020 January 31, 2021 — 9,939,159 — — $ — 9,939,159 $ 2.87 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) — $ 2.87 — $ — August 2019 Foris warrant 2019 August 28, 2021 4,871,795 — (4,871,795) — $ 2.87 — $ — April 2019 PIPE warrants 2019 April 6, 2021, April 29, 2021 and May 3, 2021 8,084,770 — (4,712,781) — $ 2.87 3,371,989 $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 $ 2.87 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 — (784,016) — $ 2.87 960,225 $ 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 — (4,877,386) — $ 2.87 7,219,778 $ 7.52 May 2017 cash warrants 2017 July 10, 2022 6,078,156 — — — $ — 6,078,156 $ 2.87 August 2017 cash warrants 2017 August 7, 2022 3,968,116 — — — $ — 3,968,116 $ 2.87 May 2017 dilution warrants 2017 July 10, 2022 3,085,893 — — — $ — 3,085,893 $ — August 2017 dilution warrants 2017 May 23, 2023 3,028,983 — — — $ — 3,028,983 $ — February 2016 related party private placement 2016 February 12, 2021 171,429 — (152,381) — $ 0.15 19,048 $ 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 72,650 — (64,103) — $ 0.15 8,547 $ 0.15 July 2015 related party debt exchange 2015 July 29, 2020 58,690 — — — $ — 58,690 $ 0.15 Other 2011 December 23, 2021 1,406 — — — $ — 1,406 $ 160.05 65,755,629 21,649,961 (30,552,576) — 56,853,014 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted loss per share: Three Months Ended March 31, (In thousands, except shares and per share amounts) 2020 2019 Numerator: Net loss attributable to Amyris, Inc. $ (87,844) $ (66,243) Less: losses allocated to participating securities 1,087 2,430 Net loss attributable to Amyris, Inc. common stockholders $ (86,757) $ (63,813) — — Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted 155,065,635 77,512,059 Loss per share attributable to common stockholders, basic and diluted $ (0.56) $ (0.82) |
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 loss per share of common stock because including them would have been antidilutive: Three Months Ended March 31, 2020 2019 Period-end common stock warrants 50,518,519 26,411,761 Convertible promissory notes (1) 9,217,185 12,699,607 Period-end stock options to purchase common stock 5,578,264 5,427,384 Period-end restricted stock units 5,298,639 5,493,579 Period-end preferred stock 1,943,661 2,955,732 Total potentially dilutive securities excluded from computation of diluted loss per share 72,556,268 52,988,063 ______________ (1) The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect as of the respective period end dates. 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 and Contr_2
Revenue Recognition and Contract Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents revenue by major product and service, as well as by primary geographical market, based on the location of the customer: Three Months Ended March 31, (In thousands) 2020 2019 Renewable Products Licenses and Royalties Grants and Collaborations Total Renewable Products Licenses and Royalties Grants and Collaborations Total United States 11,944 — — 11,944 7,073 — 493 7,566 Europe $ 3,242 $ 5,161 $ 3,356 $ 11,759 $ 2,854 $ 118 $ 1,629 $ 4,601 Asia 2,018 — 2,759 4,777 1,718 — 250 1,968 Brazil 577 — — 577 220 — — 220 Other 73 — — 73 19 — — 19 $ 17,854 $ 5,161 $ 6,115 $ 29,130 $ 11,884 $ 118 $ 2,372 $ 14,374 |
Revenue in Connection with Significant Revenue Agreement | In connection with the significant revenue agreements discussed above and others previously disclosed (see Note 9, “Revenue Recognition” in Part II, Item 8 of the 2019 Form 10-K), the Company recognized the following revenues for the three months ended March 31, 2020 and 2019 : Three Months Ended March 31, (In thousands) 2020 2019 Renewable Products Licenses and Royalties Grants and Collaborations Total Renewable Products Licenses and Royalties Grants and Collaborations Total DSM - related party $ 49 $ 3,750 $ 3,018 $ 6,817 $ 2 $ (380) $ 396 $ 18 Sephora 4,446 — — 4,446 1,347 — — 1,347 Firmenich 1,229 1,411 161 2,801 1,891 498 728 3,117 Givaudan 2,109 — — 2,109 1,575 — — 1,575 Subtotal revenue from significant revenue agreements 7,833 5,161 3,179 16,173 4,815 118 1,124 6,057 Revenue from all other customers 10,021 — 2,936 12,957 7,069 — 1,248 8,317 Total revenue from all customers $ 17,854 $ 5,161 $ 6,115 $ 29,130 $ 11,884 $ 118 $ 2,372 $ 14,374 |
Contract with Customer, Asset and Liability | The following table provides information about accounts receivable, contract liabilities and refund liability from contracts with customers: (In thousands) March 31, 2020 December 31, 2019 Accounts receivable, net $ 18,426 $ 16,322 Accounts receivable - related party, net $ 6,769 $ 3,868 Contract assets $ 9,355 $ 8,485 Contract assets, noncurrent - related party $ 1,203 $ 1,203 Contract liabilities $ 3,226 $ 1,353 Contract liabilities, noncurrent (1) $ 1,449 $ 1,449 (1) As of March 31, 2020 and December 31, 2019, contract liabilities, noncurrent is presented in Other noncurrent liabilities in the condensed 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 March 31, 2020. (In thousands) As of March 31, 2020 Remaining 2020 $ 59,172 2021 52,662 2022 29,400 2023 and thereafter 571 Total from all customers $ 141,805 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Debt | Related party debt was as follows: March 31, 2020 December 31, 2019 In thousands Principal Unaccreted Debt Discount Change in Fair Value Net Principal Unaccreted Debt Discount Change in Fair Value Net Foris notes $ 50,545 $ (688) $ — $ 49,857 $ 115,351 $ (9,516) $ — $ 105,835 DSM notes 33,000 (4,096) — 28,904 33,000 (4,621) — 28,379 Naxyris note 24,304 (739) — 23,565 24,437 (822) — 23,615 Total 2014 Rule 144A convertible note 9,075 — — 9,075 10,178 — — 10,178 $ 116,924 $ (5,523) $ — $ 111,401 $ 182,966 $ (14,959) $ — $ 168,007 |
Schedule of Related Party Accounts Receivables | Related party accounts receivable, unbilled receivables and accounts payable were as follows: (In thousands) March 31, 2020 December 31, 2019 Amounts in connection with customer DSM: Accounts receivable - related party $ 6,769 $ 3,868 Contract assets, noncurrent - related party $ 1,203 $ 1,203 Accounts payable $ 13,596 $ 13,957 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity | The Company’s stock option activity and related information for the three months ended March 31, 2020 was as follows: Quantity of Stock Options Weighted- Weighted-average Aggregate Outstanding - December 31, 2019 5,620,419 $ 10.27 7.8 $ 24 Granted 72,174 $ 2.78 Exercised — $ — Forfeited or expired (114,329) $ 17.39 Outstanding - March 31, 2020 5,578,264 $ 10.03 7.7 $ 3 Vested or expected to vest after March 31, 2020 4,977,771 $ 10.63 7.6 $ 3 Exercisable at March 31, 2020 1,398,299 $ 25.06 6.0 $ — |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The Company’s restricted stock units (RSUs) activity and related information for the three months ended March 31, 2020 was as follows: Quantity of Restricted Stock Units Weighted-average Grant-date Fair Value Weighted-average Remaining Contractual Life, in Years Outstanding - December 31, 2019 5,782,651 $ 4.77 1.7 Awarded 309,826 $ 2.88 Released (498,166) $ 4.69 Forfeited (295,672) $ 4.17 Outstanding - March 31, 2020 5,298,639 $ 4.70 1.3 Vested or expected to vest after March 31, 2020 4,869,050 $ 4.71 1.3 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-based compensation expense related to employee and non-employee options, RSUs and ESPP during the three months ended March 31, 2020 and 2019 was allocated to research and development expense and sales, general and administrative expense as follows: Three Months Ended March 31, (In thousands) 2020 2019 Research and development $ 1,065 $ 663 Sales, general and administrative 2,439 2,789 Total stock-based compensation expense $ 3,504 $ 3,452 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Working capital | $ (107,300) | $ (87,500) | ||
Accumulated deficit | 1,843,497 | 1,755,653 | ||
Principal | 208,514 | 297,462 | ||
Cash and cash equivalents | 2,607 | $ 270 | $ 5,153 | |
carrying value current long term debt | $ 90,900 | |||
Subsequent Event | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Debt Instrument, Amount, Failed To Pay | $ 7,200 | |||
Debt Instrument, Amount, Failed To Pay, Interest Payment | 2,800 | |||
Subsequent Event | Total Raffinage Chimie, Nikko Chemicals Co. Ltd and Schottenfeld Group LLC | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Debt instrument, face amount | $ 17,600 |
Balance Sheet Details - Allowan
Balance Sheet Details - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Balance at Beginning of Year | $ 45 | $ 642 |
Provisions | 0 | 110 |
Write-offs, Net | 0 | (707) |
Accounts Receivable, Allowance for Credit Loss, Current | $ 45 | $ 45 |
Balance Sheet Details - Invento
Balance Sheet Details - Inventory, Current (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 4,566 | $ 3,255 |
Work-in-process | 7,409 | 7,204 |
Finished goods | 19,088 | 17,311 |
Inventories | $ 31,063 | $ 27,770 |
Balance Sheet Details - Deferre
Balance Sheet Details - Deferred Cost of Products Sold - Related Party (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred cost of products sold - related party | $ 3,535 | $ 3,677 |
Deferred cost of products sold, noncurrent - related party | 12,815 | 12,815 |
Total | $ 16,350 | $ 16,492 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Apr. 30, 2019 |
Property, Plant and Equipment [Line Items] | ||||||
Deferred cost of products sold, related party | $ 16,350 | $ 16,350 | $ 16,492 | |||
Supply agreement term (years) | 5 years | |||||
Deferred Cost of Products Sold, Amortization | $ 100 | $ 100 | ||||
Right-of-use assets under operating leases | 12,391 | 12,391 | 13,203 | |||
Operating lease liability | 18,475 | 18,475 | 19,700 | |||
Operating lease expense | 1,500 | 4,600 | ||||
Lease, cost | 0 | 1,800 | ||||
Acquisition of right-of-use assets under operating leases | $ 29,700 | 0 | $ 758 | |||
Finance lease, right-of-use asset amortization | (2,400) | (2,400) | $ (1,700) | |||
Licenses and Royalties | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Increase (decrease) in revenue | 3,800 | |||||
DSM International B.V. | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Payments of reservation capacity fees | 17,400 | |||||
Deferred cost of products sold, related party | $ 6,900 | $ 6,900 | ||||
Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Operating lease remaining lease term (years) | 1 year | |||||
Operating lease renewal term (years) | 1 year | 1 year | ||||
Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Operating lease remaining lease term (years) | 5 years | |||||
Operating lease renewal term (years) | 5 years | 5 years | ||||
DSM International B.V. | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Prepaid variable consideration | $ 12,500 | $ 12,500 | $ 12,500 |
Balance Sheet Details - Prepaid
Balance Sheet Details - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Non-inventory production supplies | $ 5,297 | $ 5,376 |
Prepayments, advances and deposits | 4,558 | 4,726 |
Recoverable taxes from Brazilian government entities | 65 | 79 |
Other | 2,903 | 2,569 |
Total prepaid expenses and other current assets | $ 12,823 | $ 12,750 |
Balance Sheet Details - Propert
Balance Sheet Details - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 109,419 | $ 112,603 |
Less: accumulated depreciation and amortization | (82,507) | (83,673) |
Property, plant and equipment, net | 26,912 | 28,930 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 45,554 | 48,041 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 41,620 | 41,478 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,682 | 9,822 |
Furniture and office equipment, vehicles and land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,463 | 3,510 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,100 | $ 9,752 |
Balance Sheet Details - Depreci
Balance Sheet Details - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation and amortization expense | $ 1,719 | $ 848 |
Balance Sheet Details Balance S
Balance Sheet Details Balance Sheet Details - Right-of-use Assets and Related Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash paid for operating lease liabilities, in thousands | $ 1,893 | $ 5,305 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 0 | $ 30,472 |
Weighted-average remaining lease term | 3 years 2 months 12 days | 2 years 8 months 12 days |
Weighted-average discount rate | 18.00% | 18.00% |
Balance Sheet Details - Maturit
Balance Sheet Details - Maturities of Financing and Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Finance Lease, Liability, Payment, Due [Abstract] | ||
2020 (remaining three months), financing leases | $ 3,314 | |
2021, financing leases | 4,566 | |
2022, financing leases | 0 | |
2023, financing leases | 0 | |
2024, financing leases | 0 | |
Thereafter, financing leases | 0 | |
Total lease payments, financing leases | 7,880 | |
Less: amount representing interest | (1,115) | |
Total lease liability, financing leases | 6,765 | |
Financing lease liabilities | 3,510 | $ 3,465 |
Financing lease liabilities, net of current portion | 3,255 | 4,166 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2020 (remaining three months), operating leases | 6,217 | |
2021, operating leases | 7,886 | |
2022, operating leases | 7,950 | |
2023, operating leases | 3,484 | |
2024, operating leases | 215 | |
Thereafter, operating leases | 0 | |
Total lease payments, operating leases | 25,752 | |
Less: amount representing interest | (7,277) | |
Total lease liability, operating leases | 18,475 | 19,700 |
Operating lease liabilities | 4,747 | 4,625 |
Operating lease liabilities, net of current portion | 13,728 | $ 15,037 |
2020 (remaining three months), total leases | 9,531 | |
2021, total leases | 12,452 | |
2022, total leases | 7,950 | |
2023, total leases | 3,484 | |
2024, total leases | 215 | |
Thereafter, total leases | 0 | |
Total lease payments, total leases | 33,632 | |
Less: amount representing interest | (8,392) | |
Total lease liability, total leases | 25,240 | |
Lease liabilities | 8,257 | |
Lease liabilities, net of current portion | $ 16,983 |
Balance Sheet Details - Other A
Balance Sheet Details - Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Equity-method investment | $ 4,320 | $ 4,734 |
Contingent consideration | 3,303 | 3,303 |
Deposits | 278 | 295 |
Other | 1,279 | 1,373 |
Total other assets | $ 9,180 | $ 9,705 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued interest | $ 11,120 | $ 8,209 |
Payroll and related expenses | 8,344 | 7,296 |
Ginkgo partnership payments obligation | 7,892 | 4,319 |
Contract termination fees | 5,393 | 5,347 |
Professional services | 2,944 | 2,968 |
Asset retirement obligation | 2,511 | 3,184 |
Tax-related liabilities | 1,425 | 1,685 |
Other | 1,314 | 3,647 |
Total accrued and other current liabilities | $ 40,943 | $ 36,655 |
Balance Sheet Details - Other N
Balance Sheet Details - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Liability for unrecognized tax benefit | $ 7,293 | $ 7,204 |
Liability in connection with acquisition of equity-method investment | 5,594 | 5,249 |
Ginkgo partnership payments, net of current portion | 2,121 | 4,492 |
Contract liability, net of current portion | 1,449 | 1,449 |
Refund liability | 0 | 3,750 |
Other | 878 | 880 |
Total other noncurrent liabilities | $ 17,335 | $ 23,024 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value, Assets, and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 45,629 | $ 24,392 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 46,397 | 50,624 |
Embedded derivatives bifurcated from debt instruments | 1,770 | 2,832 |
Freestanding derivative instruments issued in connection with other debt and equity instruments | 5,978 | 6,971 |
Total liabilities measured and recorded at fair value | 54,145 | 60,427 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 0 |
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, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 0 |
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, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 46,397 | 50,624 |
Embedded derivatives bifurcated from debt instruments | 1,770 | 2,832 |
Freestanding derivative instruments issued in connection with other debt and equity instruments | 5,978 | 6,971 |
Total liabilities measured and recorded at fair value | $ 54,145 | $ 60,427 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | Feb. 28, 2020USD ($)$ / sharesshares | Jan. 31, 2020USD ($)$ / sharesshares | Jan. 14, 2020USD ($)$ / sharesshares | Jan. 13, 2020$ / sharesshares | Mar. 31, 2020USD ($)instrument | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)derivative | Nov. 15, 2019USD ($) | Jun. 30, 2019USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Debt Instrument, Number Issued | instrument | 3 | ||||||||
Principal | $ 208,514,000 | $ 297,462,000 | |||||||
Combined debt amount | 153,600,000 | 195,800,000 | |||||||
Fair value adjustment of warrants | 400,000 | ||||||||
Debt instrument fair value disclosure | 136,800,000 | $ 194,800,000 | |||||||
Loss upon extinguishment of debt | (27,319,000) | $ 0 | |||||||
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 | $ 2.87 | |||||||
Related Party, Percentage Ownership In Company | 5.00% | 5.00% | |||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,200,000 | 4,877,386 | |||||||
Private Placement - January 2020 | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 | ||||||||
Warrants and rights outstanding | $ 8,900,000 | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 8,710,802 | ||||||||
Class of warrant or right, term | 12 months | ||||||||
Maximum | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Embedded Derivative, Number Of Instruments Held | derivative | 4 | ||||||||
Four Derivative Liabilities | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Fair value adjustment of warrants | (300,000) | ||||||||
Embedded derivative, fair value of embedded derivative liability | 1,800,000 | $ 2,800,000 | |||||||
Loss upon extinguishment of debt | 2,300,000 | ||||||||
Embedded Derivative, Fair Value, Collective Amount | $ 900,000 | ||||||||
Senior convertible notes due 2022 | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Debt instrument, interest rate, stated percentage | 6.00% | ||||||||
Foris $19 Million Note | Private Placement - January 2020 | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 8,800,000 | ||||||||
Convertible notes payable | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Principal | $ 45,270,000 | 66,000,000 | |||||||
Convertible notes payable | Senior convertible notes due 2022 | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Debt instrument, face amount | $ 51,000,000 | 15,000,000 | |||||||
Principal | 45,270,000 | $ 66,000,000 | |||||||
Debt instrument fair value disclosure | 35,800,000 | 45,300,000 | |||||||
Loss upon extinguishment of debt | (5,300,000) | ||||||||
Gain (Loss) on Extinguishment of Debt, Fair Value Warrants | 4,100,000 | ||||||||
Gain (Loss) on Extinguishment of Debt, Cash Fee | 1,000,000 | ||||||||
Gain (Loss) on Extinguishment of Debt, Excess Fair Value | 200,000 | ||||||||
Convertible notes payable | Convertible Senior Notes 6.0% due in 2022 | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Debt instrument, face amount | $ 66,000,000 | ||||||||
Loss upon extinguishment of debt | $ 4,100,000 | ||||||||
Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Fair value adjustment of warrants | (200,000) | ||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 | ||||||||
Warrants and rights outstanding | $ 4,100,000 | ||||||||
Warrants And Rights Outstanding, Additional Paid In Capital | 2,400,000 | ||||||||
Warrants And Rights Outstanding, Derivative Liability | $ 1,700,000 | 1,500,000 | |||||||
Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | Convertible notes payable | Senior convertible notes due 2022 | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 3.25 | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 3,000,000 | ||||||||
Class of warrant or right, term | 2 years | ||||||||
Warrants Issued In Connection With Foris Ventures LLC | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Fair value adjustment of warrants | (1,000,000) | ||||||||
Warrants and rights outstanding | $ 5,300,000 | ||||||||
Warrants And Rights Outstanding, Additional Paid In Capital | 2,300,000 | ||||||||
Warrants And Rights Outstanding, Derivative Liability | $ 3,000,000 | 2,000,000 | |||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 5,200,000 | ||||||||
Warrants Issued In Connection with September 2019 and November 2019 Shottenfeld Notes | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Fair value adjustment of warrants | $ (1,800,000) | (700,000) | |||||||
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 | ||||||||
Warrants and rights outstanding | $ 3,200,000 | $ 7,000,000 | |||||||
Warrants And Rights Outstanding, Additional Paid In Capital | $ 5,200,000 | ||||||||
Warrants And Rights Outstanding, Derivative Liability | $ 3,200,000 | $ 2,500,000 | |||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,900,000 | ||||||||
Class of warrant or right, term | 2 years | ||||||||
Measurement Input, Stock Price | Convertible notes payable | Senior convertible notes due 2022 | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Measurement input (percentage) | 2.90 | 2.56 | |||||||
Probability of change in control | Convertible notes payable | Senior convertible notes due 2022 | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Measurement input (percentage) | 0.05 | 0.05 | |||||||
Risk-free interest rate | Convertible notes payable | Senior convertible notes due 2022 | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Measurement input (percentage) | 0.0159 | 0.0025 | |||||||
Probability of Principal Repayment in Stock [Member] | Convertible notes payable | Senior convertible notes due 2022 | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Measurement input (percentage) | 0.75 | 0.75 | |||||||
Probability of Principal Repayment in Cash [Member] | Convertible notes payable | Senior convertible notes due 2022 | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Measurement input (percentage) | 0.25 | 0.25 | |||||||
Measurement Input, Discount Rate | Convertible notes payable | Senior convertible notes due 2022 | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Measurement input (percentage) | 2.26 | 2.33 | |||||||
Stock price volatility | Convertible notes payable | Senior convertible notes due 2022 | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Measurement input (percentage) | 0.45 | 0.45 |
Fair Value Measurement - Conver
Fair Value Measurement - Convertible Debt (Details) - Long-term Debt $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, beginning balance | $ 50,624 |
Less: principal paid | (20,730) |
Loss from change in fair value | (16,503) |
Fair value, ending balance | $ 46,397 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation for Compound Embedded Derivative Liability (Details) - Level 3 $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Equity-related Derivative Liability | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | $ 0 |
Fair value of derivative liabilities issued during the period | 2,962 |
Change in fair value of derivative liabilities | (998) |
Derecognition upon extinguishment of derivative liabilities | 0 |
Fair value, ending balance | 1,964 |
Debt-related Derivative Liability | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | 9,803 |
Fair value of derivative liabilities issued during the period | 5,789 |
Change in fair value of derivative liabilities | (2,284) |
Derecognition upon extinguishment of derivative liabilities | 7,524 |
Fair value, ending balance | 5,784 |
Total Derivative Liability | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | 9,803 |
Fair value of derivative liabilities issued during the period | 8,751 |
Change in fair value of derivative liabilities | (3,282) |
Derecognition upon extinguishment of derivative liabilities | 7,524 |
Fair value, ending balance | $ 7,748 |
Fair Value Measurement - Market
Fair Value Measurement - Market-based Assumption and Estimates for Compound Embedded Derivative Liabilities Valuation (Details) | Mar. 31, 2020 | Dec. 31, 2019 |
Probability of change in control | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.050 | 0.050 |
Expected diviend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0 | 0 |
Minimum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.0025 | 0.0160 |
Embedded Derivative Liability, Measurement Input | 0.002 | 0.016 |
Minimum | Risk-adjusted yields | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.200 | 0.200 |
Minimum | Stock price volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0.960 | 0.940 |
Minimum | Credit spread | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.187 | 0.184 |
Minimum | Share price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 2.56 | 3.09 |
Minimum | Measurement Input, Exercise Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 2.87 | 3.87 |
Minimum | Measurement Input, Expected Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 1.85 | 1.51 |
Maximum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.0162 | 0.0170 |
Embedded Derivative Liability, Measurement Input | 0.016 | 0.017 |
Maximum | Risk-adjusted yields | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.270 | 0.270 |
Maximum | Stock price volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 1.130 | 1.050 |
Maximum | Credit spread | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.268 | 0.254 |
Maximum | Share price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 3.19 | 4.76 |
Maximum | Measurement Input, Exercise Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 3.90 | 3.90 |
Maximum | Measurement Input, Expected Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 2 | 2 |
Debt - Debt Components (Details
Debt - Debt Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2020 | |
Debt Instrument [Line Items] | |||
Principal | $ 208,514 | $ 297,462 | |
Unaccreted debt discount | (9,633) | (20,314) | |
Debt change in fair value gain loss | 1,127 | (15,376) | |
Net | 200,008 | 261,772 | $ 60,000 |
Less: current portion | 90,899 | (63,805) | |
Long-term debt, net of current portion | 109,109 | 197,967 | |
Convertible notes payable | |||
Debt Instrument [Line Items] | |||
Principal | 45,270 | 66,000 | |
Unaccreted debt discount | 0 | 0 | |
Debt change in fair value gain loss | 1,127 | (15,376) | |
Net | 46,397 | 50,624 | |
Convertible notes payable | Senior convertible notes due 2022 | |||
Debt Instrument [Line Items] | |||
Principal | 45,270 | 66,000 | |
Unaccreted debt discount | 0 | 0 | |
Debt change in fair value gain loss | 1,127 | (15,376) | |
Net | 46,397 | 50,624 | |
Related party convertible notes payable | |||
Debt Instrument [Line Items] | |||
Principal | 9,075 | 10,178 | |
Unaccreted debt discount | 0 | 0 | |
Debt change in fair value gain loss | 0 | 0 | |
Net | 9,075 | 10,178 | |
Related party convertible notes payable | 2014 Rule 144A convertible notes | |||
Debt Instrument [Line Items] | |||
Principal | 9,075 | 10,178 | |
Unaccreted debt discount | 0 | 0 | |
Debt change in fair value gain loss | 0 | 0 | |
Net | 9,075 | 10,178 | |
Loans payable and credit facilities | |||
Debt Instrument [Line Items] | |||
Principal | 46,320 | 48,496 | |
Unaccreted debt discount | (4,110) | (5,355) | |
Debt change in fair value gain loss | 0 | 0 | |
Net | 42,210 | 43,141 | |
Loans payable and credit facilities | Schottenfeld notes | |||
Debt Instrument [Line Items] | |||
Principal | 20,350 | 20,350 | |
Unaccreted debt discount | (348) | (1,315) | |
Debt change in fair value gain loss | 0 | 0 | |
Net | 20,002 | 19,035 | |
Loans payable and credit facilities | Nikko notes | |||
Debt Instrument [Line Items] | |||
Principal | 12,796 | 14,318 | |
Unaccreted debt discount | (865) | (901) | |
Debt change in fair value gain loss | 0 | 0 | |
Net | 11,931 | 13,417 | |
Loans payable and credit facilities | Ginkgo note | |||
Debt Instrument [Line Items] | |||
Principal | 12,000 | 12,000 | |
Unaccreted debt discount | (2,897) | (3,139) | |
Debt change in fair value gain loss | 0 | 0 | |
Net | 9,103 | 8,861 | |
Loans payable and credit facilities | Other loans payable | |||
Debt Instrument [Line Items] | |||
Principal | 1,174 | 1,828 | |
Unaccreted debt discount | 0 | 0 | |
Debt change in fair value gain loss | 0 | 0 | |
Net | 1,174 | 1,828 | |
Related party loans payable | |||
Debt Instrument [Line Items] | |||
Principal | 107,849 | 172,788 | |
Unaccreted debt discount | (5,523) | (14,959) | |
Debt change in fair value gain loss | 0 | 0 | |
Net | 102,326 | 157,829 | |
Related party loans payable | Foris notes | |||
Debt Instrument [Line Items] | |||
Principal | 50,545 | 115,351 | |
Unaccreted debt discount | (688) | (9,516) | |
Debt change in fair value gain loss | 0 | 0 | |
Net | 49,857 | 105,835 | |
Related party loans payable | DSM notes | |||
Debt Instrument [Line Items] | |||
Principal | 33,000 | 33,000 | |
Unaccreted debt discount | (4,096) | (4,621) | |
Debt change in fair value gain loss | 0 | 0 | |
Net | 28,904 | 28,379 | |
Related party loans payable | Naxyris note | |||
Debt Instrument [Line Items] | |||
Principal | 24,304 | 24,437 | |
Unaccreted debt discount | (739) | (822) | |
Debt change in fair value gain loss | 0 | 0 | |
Net | $ 23,565 | $ 23,615 |
Debt - Exchange of Senior Conve
Debt - Exchange of Senior Convertible Notes Due 2022 (Details) - USD ($) | May 01, 2020 | Mar. 01, 2020 | Jan. 14, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2020 | Jan. 13, 2020 | Nov. 15, 2019 |
Debt Instrument [Line Items] | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,200,000 | 4,877,386 | ||||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | ||||||
Debt change in fair value gain loss | $ 1,127,000 | $ (15,376,000) | ||||||
Principal | 208,514,000 | 297,462,000 | ||||||
Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Exercise price per share (in dollars per share) | $ 2.87 | |||||||
Convertible notes payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt change in fair value gain loss | 1,127,000 | (15,376,000) | ||||||
Principal | 45,270,000 | 66,000,000 | ||||||
Loans payable and credit facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt change in fair value gain loss | 0 | 0 | ||||||
Principal | 46,320,000 | 48,496,000 | ||||||
Senior convertible notes due 2022 | Convertible notes payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Amortization Stock Payment Price | $ 3 | |||||||
Debt instrument, face amount | $ 51,000,000 | 15,000,000 | ||||||
Debt conversion, converted instrument (in shares) | 2,742,160 | |||||||
Debt issuance costs, gross | $ 1,000,000 | |||||||
Debt conversion, original debt, amount | $ 10,000,000 | 10,000,000 | ||||||
Debt instrument, redemption price, percentage | 107.00% | |||||||
Debt Instrument, Redemption, Aggregate Net Cash Proceeds, Minimum | $ 80,000,000 | |||||||
Debt Instrument, Redemption, Required Aggregate Net Cash Proceeds, Minimum | 50,000,000 | |||||||
Debt Instrument, Amortization Payment, Amount | $ 10,000,000 | |||||||
Gain (Loss) on Extinguishment of Debt, Excess Fair Value | 200,000 | |||||||
Gain (Loss) on Extinguishment of Debt, Cash Fee | $ 1,000,000 | |||||||
Debt change in fair value gain loss | 1,127,000 | (15,376,000) | ||||||
Principal | 45,270,000 | 66,000,000 | ||||||
Senior convertible notes due 2022 | Convertible notes payable | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Amortization Payment, Amount | $ 8,900,000 | |||||||
Senior convertible notes due 2022 | Convertible notes payable | Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 3,000,000 | |||||||
Class of warrant or right, term | 2 years | |||||||
Exercise price per share (in dollars per share) | $ 3.25 | |||||||
Senior convertible notes due 2022 | Convertible notes payable | Rights Issued In Exchange For Convertible Senior Notes Due 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 2,484,321 | |||||||
Convertible Senior Notes 6.0% due in 2022 | Convertible notes payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 66,000,000 | |||||||
Stock Exchange Ownership Percentage | 19.99% | |||||||
Schottenfeld notes | Loans payable and credit facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt change in fair value gain loss | 0 | 0 | ||||||
Principal | $ 20,350,000 | $ 20,350,000 |
Debt - Debt Equitization - Fori
Debt - Debt Equitization - Foris Related Party (Details) - USD ($) | Mar. 11, 2020 | Jan. 31, 2020 | Jan. 14, 2020 | Aug. 28, 2019 | Apr. 15, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jan. 13, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||||
Issuance of common stock upon exercise of warrants (in shares) | 25,326,095 | 4,877,386 | 30,552,576 | ||||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | |||||||
Proceeds from exercises of warrants | $ 14,000,000 | $ 3,332,000 | $ 1,000 | ||||||
Number of shares issued in sale of stock | 5,226,481 | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,200,000 | 4,877,386 | |||||||
Loss upon extinguishment of debt | (27,319,000) | $ 0 | |||||||
Private Placement - January 2020 Sale Of Stock To Foris | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance of common stock upon exercise of warrants (in shares) | 10,200,000 | ||||||||
Exercise price per share (in dollars per share) | $ 2.87 | ||||||||
Number of shares issued in sale of stock | 5,279,171 | ||||||||
Purchase price of sale of stock | $ 15,100,000 | ||||||||
Private Placement - January 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Exercise price per share (in dollars per share) | $ 2.87 | ||||||||
Number of shares issued in sale of stock | 8,710,802 | ||||||||
Purchase price of sale of stock | $ 25,000,000 | ||||||||
Class of warrant or right, term | 12 months | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 8,710,802 | ||||||||
January 2020 Warrant Exercises | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance of common stock upon exercise of warrants (in shares) | 19,287,780 | ||||||||
Exercise price per share (in dollars per share) | $ 2.84 | ||||||||
Proceeds from exercises of warrants | $ 54,800,000 | ||||||||
January 2020 Rights Issued To Foris | |||||||||
Debt Instrument [Line Items] | |||||||||
Exercise price per share (in dollars per share) | $ 2.87 | ||||||||
Purchase price of sale of stock | $ 69,900,000 | ||||||||
Class of warrant or right, term | 12 months | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 8,778,230 | ||||||||
Foris notes | Related party loans payable | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 110,000,000 | ||||||||
Debt Instrument, Capitalized Interest | $ 5,300,000 | ||||||||
Foris $19 Million Note | Private Placement - January 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 8,800,000 | ||||||||
Foris $19 Million Note | Related party loans payable | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt conversion, original debt, amount | $ 19,000,000 | ||||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||||
Debt Instrument, Reduction In Principal | $ 60,000,000 | ||||||||
Debt Instrument, Reduction In Principal, Interest And Fees | 9,900,000 | ||||||||
Debt Instrument, Reduction In Principal, Capitalized Interest | 5,400,000 | ||||||||
Loss upon extinguishment of debt | (5,700,000) | ||||||||
Gain (Loss) On Extinguishment Of Debt, Unaccredited Discount | 6,100,000 | ||||||||
Gain (Loss) On Extinguishment Of Debt, Fair Value Derivative Liability | 400,000 | ||||||||
Foris LSA | Related party loans payable | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt conversion, original debt, amount | $ 91,000,000 | ||||||||
Debt instrument, interest rate, stated percentage | 12.50% | ||||||||
Loss upon extinguishment of debt | 10,400,000 | ||||||||
Gain (Loss) On Extinguishment Of Debt, Unaccredited Discount | 3,100,000 | ||||||||
Gain (Loss) On Extinguishment Of Debt, Fair Value Derivative Liability | 1,600,000 | ||||||||
Gain (Loss) On Extinguishment Of Debt, Fair Value Of Rights | $ 8,900,000 | ||||||||
Capitalized Fair Value Of Embedded Mandatory Redemption Feature | $ 700,000 |
Debt - Schottenfeld Forbearance
Debt - Schottenfeld Forbearance Agreement (Details) - USD ($) | Feb. 28, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Nov. 14, 2019 | Sep. 10, 2019 | Aug. 14, 2019 |
Debt Instrument [Line Items] | ||||||
Forbearance Agreement, Forbearance Period | 60 days | |||||
Forbearance Agreement, Forbearance Fee | $ 150,000 | |||||
Forbearance Agreement, Partial Payment Of Interest | $ 150,000 | |||||
Forbearance Agreement, Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.87 | |||||
Forbearance Agreement, Late Fee Percentage | 5.00% | |||||
Forbearance Agreement, Triggering Event, Minimum Conversion Or Exchange Amount, Percentage Of Certain Junior Outstanding Indebtedness | 100.00% | |||||
Forbearance Agreement, Triggering Event, Minimum Conversion Or Exchange Amount | $ 60,000,000 | |||||
Loss upon extinguishment of debt | $ (27,319,000) | $ 0 | ||||
Schottenfeld September 2019 Credit Agreements | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 12,500,000 | |||||
Debt instrument, interest rate, stated percentage | 12.00% | |||||
Loss upon extinguishment of debt | (5,600,000) | |||||
Gain (Loss) on Extinguishment of Debt, Fair Value Warrants | 3,200,000 | |||||
Gain (Loss) On Extinguishment Of Debt, Fair Value Modified Warrants | 1,300,000 | |||||
Gain (Loss) On Extinguishment Of Debt, Unaccredited Discount | $ 1,100,000 | |||||
Schottenfeld November 2019 Credit and Security Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Embedded derivative, fair value of embedded derivative liability | $ 200,000 | |||||
Debt instrument, additional face amount | 7,900,000 | |||||
Debt instrument, fee amount | $ 200,000 |
Debt - 2014 Rule 144A Note Exch
Debt - 2014 Rule 144A Note Exchange and Extension - Total, Related Party (Details) - USD ($) $ in Millions | Mar. 11, 2020 | Mar. 10, 2020 |
Debt Disclosure [Abstract] | ||
Senior Notes | $ 10.2 | |
Repayments of Senior Debt, Interest Portion | 1.5 | |
Repayments of Senior Debt | $ 1.1 | |
Debt Instrument, Interest Rate During Period | 12.00% | |
Senior Notes, Principal Amount | $ 9.1 | |
Long Term Debt, Past Due Payments Deferred | $ 7.2 |
Debt - Ginkgo Waiver Agreement
Debt - Ginkgo Waiver Agreement (Details) $ in Millions | Mar. 10, 2020USD ($) |
Debt Disclosure [Abstract] | |
Waiver Agreement, Past Due Interest Waived | $ 6.7 |
Waiver Agreement, Past Due Partnership Payments Plus Interest Waived | 0.5 |
Waiver Agreement, Monthly Payment Amended | $ 0.5 |
Debt - Nikko Secured Loan Agree
Debt - Nikko Secured Loan Agreement Amendment (Details) - USD ($) $ in Millions | Mar. 12, 2020 | Mar. 11, 2020 |
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate During Period | 12.00% | |
Nikko Loan Agreement | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Covenant, First Priority LIen | 27.20% | |
Repayments of debt | $ 0.5 | |
Long Term Debt, Principal Amount | $ 4 | |
Debt Instrument, Interest Rate During Period | 8.00% | |
Debt Instrument, Covenant, Accrued Interest Rate | 2.75% |
Debt - Future Minimum Payments
Debt - Future Minimum Payments (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
2020 (remaining nine months) | $ 80,710 |
2021 | 61,935 |
2022 | 90,445 |
2023 | 12,899 |
2024 | 398 |
Thereafter | 1,870 |
Total future minimum payments | 248,257 |
Add: principal payable in common stock | 6,061 |
Less: amount representing interest | (43,901) |
Less: future conversion of accrued interest to principal | (1,903) |
Present value of minimum debt payments | 208,514 |
Less: current portion of debt principal | (90,948) |
Noncurrent portion of debt principal | 117,566 |
Convertible notes payable | |
Debt Instrument [Line Items] | |
2020 (remaining nine months) | 33,528 |
2021 | 11,210 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total future minimum payments | 44,738 |
Add: principal payable in common stock | 6,061 |
Less: amount representing interest | (5,529) |
Less: future conversion of accrued interest to principal | 0 |
Present value of minimum debt payments | 45,270 |
Less: current portion of debt principal | (44,521) |
Noncurrent portion of debt principal | 749 |
Loans Payable and Credit Facilities | |
Debt Instrument [Line Items] | |
2020 (remaining nine months) | 23,861 |
2021 | 4,399 |
2022 | 15,058 |
2023 | 12,899 |
2024 | 398 |
Thereafter | 1,870 |
Total future minimum payments | 58,485 |
Add: principal payable in common stock | 0 |
Less: amount representing interest | (12,165) |
Less: future conversion of accrued interest to principal | 0 |
Present value of minimum debt payments | 46,320 |
Less: current portion of debt principal | (31,583) |
Noncurrent portion of debt principal | 14,737 |
Related party convertible notes payable | |
Debt Instrument [Line Items] | |
2020 (remaining nine months) | 9,223 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total future minimum payments | 9,223 |
Add: principal payable in common stock | 0 |
Less: amount representing interest | (148) |
Less: future conversion of accrued interest to principal | 0 |
Present value of minimum debt payments | 9,075 |
Less: current portion of debt principal | (9,075) |
Noncurrent portion of debt principal | 0 |
Related Party Loans Payable and Credit Facilities | |
Debt Instrument [Line Items] | |
2020 (remaining nine months) | 14,098 |
2021 | 46,326 |
2022 | 75,387 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total future minimum payments | 135,811 |
Add: principal payable in common stock | 0 |
Less: amount representing interest | (26,059) |
Less: future conversion of accrued interest to principal | (1,903) |
Present value of minimum debt payments | 107,849 |
Less: current portion of debt principal | (5,769) |
Noncurrent portion of debt principal | $ 102,080 |
Mezzanine Equity (Details Textu
Mezzanine Equity (Details Textual) - Gates Foundation Purchase Agreement $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)$ / shares | |
Subsidiary, Sale of Stock [Line Items] | |
Stock price (in dollars per share) | $ / shares | $ 17.10 |
Compound annual return (percentage) | 10.00% |
Research and development obligation, remaining amount | $ | $ 0.4 |
Stockholders' Deficit - Foris W
Stockholders' Deficit - Foris Warrant Exercises for Cash (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 11, 2020 | Jan. 31, 2020 | Jan. 14, 2020 | Jan. 13, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Equity [Abstract] | ||||||
Related Party, Percentage Ownership In Company | 5.00% | 5.00% | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,200,000 | 4,877,386 | ||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | ||||
Proceeds from exercises of warrants | $ 14,000 | $ 3,332 | $ 1 | |||
Issuance of common stock upon exercise of warrants (in shares) | 25,326,095 | 4,877,386 | 30,552,576 | |||
Number of shares issued in sale of stock | 5,226,481 | |||||
Sale of Stock, Price Per Share | $ 2.87 | |||||
Proceeds from Issuance or Sale of Equity | $ 15,000 | $ 28,300 |
Stockholders' Deficit - January
Stockholders' Deficit - January 2020 Warrant Amendments and Exercises, Foris Debt Equitization and Private Placement (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 11, 2020 | Jan. 31, 2020 | Jan. 14, 2020 | Mar. 31, 2020 | Jan. 13, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | ||||||
Proceeds from Issuance or Sale of Equity | $ 15,000 | $ 28,300 | ||||
Net | 60,000 | $ 200,008 | $ 261,772 | |||
Interest Payable | $ 9,900 | |||||
Issuance of common stock upon exercise of warrants (in shares) | 25,326,095 | 4,877,386 | 30,552,576 | |||
Number of shares issued in sale of stock | 5,226,481 | |||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,200,000 | 4,877,386 | ||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | ||||
Private Placement | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares issued in sale of stock | 13,989,973 | |||||
January 2020 Rights Issued | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 18,649,961 | |||||
Exercise price per share (in dollars per share) | $ 2.87 | |||||
Class of warrant or right, term | 12 months |
Stockholders' Deficit - Warrant
Stockholders' Deficit - Warrant Amendments and Exercise by Certain Holders (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 31, 2020 | Jan. 14, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Jan. 13, 2020 |
Class of Warrant or Right [Line Items] | |||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,200,000 | 4,877,386 | |||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | |||
Issuance of common stock upon exercise of warrants (in shares) | 25,326,095 | 4,877,386 | 30,552,576 | ||
Proceeds from exercises of warrants | $ 14,000 | $ 3,332 | $ 1 | ||
January 2020 Warrant Amendments | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,160,929 | ||||
Exercise price per share (in dollars per share) | $ 2.87 | ||||
Issuance of common stock upon exercise of warrants (in shares) | 1,160,929 | ||||
Class of warrant or right, term | 12 months | ||||
Proceeds from exercises of warrants | $ 3,300 |
Stockholders' Deficit - Warra_2
Stockholders' Deficit - Warrant Amendments and Exercises, Common Stock Purchase and Debt Equitization by Foris- Related Party (Details) $ / shares in Units, $ in Thousands | Mar. 11, 2020shares | Jan. 31, 2020USD ($)$ / sharesshares | Jan. 14, 2020USD ($)shares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Jan. 13, 2020$ / sharesshares | Aug. 28, 2019USD ($) |
Class of Warrant or Right [Line Items] | |||||||
Issuance of common stock upon exercise of warrants (in shares) | shares | 25,326,095 | 4,877,386 | 30,552,576 | ||||
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 | $ 2.87 | |||||
Proceeds from exercises of warrants | $ 14,000 | $ 3,332 | $ 1 | ||||
Number of shares issued in sale of stock | shares | 5,226,481 | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,200,000 | 4,877,386 | |||||
Fair value adjustment of warrants | (400) | ||||||
August Foris Credit Agreement | Foris notes | |||||||
Class of Warrant or Right [Line Items] | |||||||
Extinguishment of debt, amount | $ 60,000 | ||||||
Line of credit facility, maximum borrowing capacity | $ 19,000 | ||||||
Private Placement - January 2020 Sale Of Stock To Foris | |||||||
Class of Warrant or Right [Line Items] | |||||||
Issuance of common stock upon exercise of warrants (in shares) | shares | 10,200,000 | ||||||
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 | ||||||
Number of shares issued in sale of stock | shares | 5,279,171 | ||||||
Purchase price of sale of stock | $ 15,100 | ||||||
January 2020 Warrant Exercises | |||||||
Class of Warrant or Right [Line Items] | |||||||
Issuance of common stock upon exercise of warrants (in shares) | shares | 19,287,780 | ||||||
Exercise price per share (in dollars per share) | $ / shares | $ 2.84 | ||||||
Proceeds from exercises of warrants | $ 54,800 | ||||||
January 2020 Rights Issued To Foris | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 | ||||||
Purchase price of sale of stock | $ 69,900 | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 8,778,230 | ||||||
Class of warrant or right, term | 12 months | ||||||
Ammended Foris Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Fair value adjustment of warrants | 69,900 | ||||||
Warrants and rights outstanding | $ 8,900 | ||||||
Ammended Foris Warrants | Share price | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants and rights outstanding, measurement input | $ / shares | 2.56 | ||||||
Ammended Foris Warrants | Stock price volatility | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants and rights outstanding, measurement input | $ / shares | 1.12 | ||||||
Ammended Foris Warrants | Expected diviend yield | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants and rights outstanding, measurement input | $ / shares | 0 | ||||||
Ammended Foris Warrants | Risk-free interest rate | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants and rights outstanding, measurement input | $ / shares | 0.0145 |
Stockholders' Deficit - Janua_2
Stockholders' Deficit - January 2020 Private Placement (Details) - USD ($) | Mar. 11, 2020 | Jan. 31, 2020 | Jan. 14, 2020 | Mar. 31, 2020 | Jan. 13, 2020 | Nov. 15, 2019 |
Class of Warrant or Right [Line Items] | ||||||
Number of shares issued in sale of stock | 5,226,481 | |||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,200,000 | 4,877,386 | ||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | ||||
Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price per share (in dollars per share) | $ 2.87 | |||||
Convertible Senior Notes 6.0% due in 2022 | Convertible notes payable | ||||||
Class of Warrant or Right [Line Items] | ||||||
Debt instrument, face amount | $ 66,000,000 | |||||
Senior convertible notes due 2022 | Convertible notes payable | ||||||
Class of Warrant or Right [Line Items] | ||||||
Debt instrument, face amount | $ 51,000,000 | $ 15,000,000 | ||||
Repayments of debt | $ 15,200,000 | |||||
Senior convertible notes due 2022 | Convertible notes payable | Rights Issued In Exchange For Convertible Senior Notes Due 2020 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 2,484,321 | |||||
Senior convertible notes due 2022 | Convertible notes payable | Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 3,000,000 | |||||
Exercise price per share (in dollars per share) | $ 3.25 | |||||
Class of warrant or right, term | 2 years | |||||
Private Placement - January 2020 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares issued in sale of stock | 8,710,802 | |||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 8,710,802 | |||||
Exercise price per share (in dollars per share) | $ 2.87 | |||||
Class of warrant or right, term | 12 months | |||||
Purchase price of sale of stock | $ 25,000,000 |
Stockholders' Deficit - Warra_3
Stockholders' Deficit - Warrant Activity (Details) - $ / shares | Jan. 31, 2020 | Jan. 14, 2020 | Mar. 31, 2020 | Jan. 13, 2020 |
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 65,755,629 | |||
Additional warrants issued (in shares) | 21,649,961 | |||
Exercises (in shares) | (25,326,095) | (4,877,386) | (30,552,576) | |
Expiration (in shares) | 0 | |||
Number outstanding, ending balance (in shares) | 56,853,014 | |||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | ||
High Trail/Silverback warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 0 | |||
Additional warrants issued (in shares) | 3,000,000 | |||
Exercises (in shares) | 0 | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 0 | |||
Number outstanding, ending balance (in shares) | 3,000,000 | |||
Exercise price per share (in dollars per share) | $ 3.25 | |||
2020 PIPE right shares | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 0 | |||
Additional warrants issued (in shares) | 8,710,802 | |||
Exercises (in shares) | (5,226,481) | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 2.87 | |||
Number outstanding, ending balance (in shares) | 3,484,321 | |||
Exercise price per share (in dollars per share) | $ 2.87 | |||
January 2020 warrant exercise right shares | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 0 | |||
Additional warrants issued (in shares) | 9,939,159 | |||
Exercises (in shares) | 0 | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 0 | |||
Number outstanding, ending balance (in shares) | 9,939,159 | |||
Exercise price per share (in dollars per share) | $ 2.87 | |||
Foris LSA warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 3,438,829 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | (3,438,829) | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 2.87 | |||
Number outstanding, ending balance (in shares) | 0 | |||
Exercise price per share (in dollars per share) | $ 0 | |||
November 2019 Foris warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 1,000,000 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | (1,000,000) | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 2.87 | |||
Number outstanding, ending balance (in shares) | 0 | |||
Exercise price per share (in dollars per share) | $ 0 | |||
August 2019 Foris warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 4,871,795 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | (4,871,795) | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 2.87 | |||
Number outstanding, ending balance (in shares) | 0 | |||
Exercise price per share (in dollars per share) | $ 0 | |||
April 2019 PIPE warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 8,084,770 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | (4,712,781) | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 2.87 | |||
Number outstanding, ending balance (in shares) | 3,371,989 | |||
April 2019 PIPE warrants due April 6, 2021 | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price per share (in dollars per share) | $ 4.76 | |||
April 2019 PIPE warrants due April 29,2021 | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price per share (in dollars per share) | 4.76 | |||
April 2019 PIPE warrants due May 3, 2021 | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price per share (in dollars per share) | $ 5.02 | |||
April 2019 Foris warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 5,424,804 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | (5,424,804) | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 2.87 | |||
Number outstanding, ending balance (in shares) | 0 | |||
Exercise price per share (in dollars per share) | $ 0 | |||
September and November 2019 Investor Credit Agreement warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 5,233,551 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | 0 | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 0 | |||
Number outstanding, ending balance (in shares) | 5,233,551 | |||
Exercise price per share (in dollars per share) | $ 2.87 | |||
Naxyris LSA warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 2,000,000 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | 0 | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 0 | |||
Number outstanding, ending balance (in shares) | 2,000,000 | |||
Exercise price per share (in dollars per share) | $ 2.87 | |||
October 2019 Naxyris warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 2,000,000 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | 0 | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 0 | |||
Number outstanding, ending balance (in shares) | 2,000,000 | |||
Exercise price per share (in dollars per share) | $ 3.87 | |||
May-June 2019 6% Note Exchange warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 2,181,818 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | 0 | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 0 | |||
Number outstanding, ending balance (in shares) | 2,181,818 | |||
May 2019 6% note exchange warrants due May 15, 2021 | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price per share (in dollars per share) | $ 2.87 | |||
June 2019 6% note exchange warrants due June 24, 2021 | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price per share (in dollars per share) | $ 5.12 | |||
May 2019 6.50% Note Exchange warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 1,744,241 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | (784,016) | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 2.87 | |||
Number outstanding, ending balance (in shares) | 960,225 | |||
Exercise price per share (in dollars per share) | $ 5.02 | |||
July 2019 Wolverine warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 1,080,000 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | 0 | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 0 | |||
Number outstanding, ending balance (in shares) | 1,080,000 | |||
Exercise price per share (in dollars per share) | $ 2.87 | |||
August 2018 warrant exercise agreements | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 12,097,164 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | (4,877,386) | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 2.87 | |||
Number outstanding, ending balance (in shares) | 7,219,778 | |||
Exercise price per share (in dollars per share) | $ 7.52 | |||
May 2017 cash warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 6,078,156 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | 0 | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 0 | |||
Number outstanding, ending balance (in shares) | 6,078,156 | |||
Exercise price per share (in dollars per share) | $ 2.87 | |||
August 2017 cash warrants | ||||
Class of Warrant or Right [Line Items] | ||||
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 warrant exercised (in dollars per share) | $ 0 | |||
Number outstanding, ending balance (in shares) | 3,968,116 | |||
Exercise price per share (in dollars per share) | $ 2.87 | |||
May 2017 dilution warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 3,085,893 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | 0 | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 0 | |||
Number outstanding, ending balance (in shares) | 3,085,893 | |||
Exercise price per share (in dollars per share) | $ 0 | |||
August 2017 dilution warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 3,028,983 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | 0 | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 0 | |||
Number outstanding, ending balance (in shares) | 3,028,983 | |||
Exercise price per share (in dollars per share) | $ 0 | |||
February 2016 related party private placement | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 171,429 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | (152,381) | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 0.15 | |||
Number outstanding, ending balance (in shares) | 19,048 | |||
Exercise price per share (in dollars per share) | $ 0.15 | |||
July 2015 related party debt exchange | ||||
Class of Warrant or Right [Line Items] | ||||
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 warrant exercised (in dollars per share) | $ 0 | |||
Number outstanding, ending balance (in shares) | 133,334 | |||
Exercise price per share (in dollars per share) | $ 0.15 | |||
July 2015 private placement | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding, beginning balance (in shares) | 72,650 | |||
Additional warrants issued (in shares) | 0 | |||
Exercises (in shares) | (64,103) | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 0.15 | |||
Number outstanding, ending balance (in shares) | 8,547 | |||
Exercise price per share (in dollars per share) | $ 0.15 | |||
July 2015 related party debt exchange | ||||
Class of Warrant or Right [Line Items] | ||||
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 warrant exercised (in dollars per share) | $ 0 | |||
Number outstanding, ending balance (in shares) | 58,690 | |||
Exercise price per share (in dollars per share) | $ 0.15 | |||
Other | ||||
Class of Warrant or Right [Line Items] | ||||
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 warrant exercised (in dollars per share) | $ 0 | |||
Number outstanding, ending balance (in shares) | 1,406 | |||
Exercise price per share (in dollars per share) | $ 160.05 |
Loss Per Share - Calculation of
Loss Per Share - Calculation of Basic and Diluted Net Loss Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Net loss attributable to Amyris, Inc. | $ (87,844) | $ (66,243) |
Less: losses allocated to participating securities | 1,087 | 2,430 |
Net loss attributable to Amyris, Inc. common stockholders | $ (86,757) | $ (63,813) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted | 155,065,635 | 77,512,059 |
Loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.56) | $ (0.82) |
Loss Per Share - Antidilutive S
Loss Per Share - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 72,556,268,000 | 52,988,063,000 |
Period-end common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 50,518,519,000 | 26,411,761,000 |
Convertible promissory notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 9,217,185,000 | 12,699,607,000 |
Period-end stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 5,578,264,000 | 5,427,384,000 |
Period-end restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 5,298,639,000 | 5,493,579,000 |
Period-end preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 1,943,661,000 | 2,955,732,000 |
Revenue Recognition and Contr_3
Revenue Recognition and Contract Assets and Liabilities - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 29,130 | $ 14,374 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 11,944 | 7,566 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 11,759 | 4,601 |
Asia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,777 | 1,968 |
Brazil | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 577 | 220 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 73 | 19 |
Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 17,854 | 11,884 |
Renewable Products | United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 11,944 | 7,073 |
Renewable Products | Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,242 | 2,854 |
Renewable Products | Asia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,018 | 1,718 |
Renewable Products | Brazil | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 577 | 220 |
Renewable Products | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 73 | 19 |
Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,161 | 118 |
Licenses and Royalties | United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Licenses and Royalties | Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,161 | 118 |
Licenses and Royalties | Asia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Licenses and Royalties | Brazil | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Licenses and Royalties | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,115 | 2,372 |
Grants and Collaborations | United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 493 |
Grants and Collaborations | Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,356 | 1,629 |
Grants and Collaborations | Asia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,759 | 250 |
Grants and Collaborations | Brazil | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Grants and Collaborations | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 0 | $ 0 |
Revenue Recognition and Contact
Revenue Recognition and Contact Assets and Liabilities - Narrative (Details) - USD ($) $ in Thousands | May 02, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Apr. 30, 2019 |
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 29,130 | $ 14,374 | ||||
Contract assets | 9,355 | $ 8,485 | $ 8,485 | |||
Cost of products sold | 11,790 | 17,707 | ||||
Interest expense | 15,002 | 12,534 | ||||
Revenue, remaining performance obligation, constrained variable consideration | 175,400 | |||||
Licenses and Royalties | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 5,161 | 118 | ||||
Grants and Collaborations | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 6,115 | $ 2,372 | ||||
DSM International B.V. | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Contract with customer, liability | 12,500 | $ 12,500 | ||||
Contract with customer, liability, cumulative catch-up adjustment to revenue, modification of contract | 3,800 | $ 8,800 | $ 37,100 | |||
Yifan | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Estimated total unconstrained transaction price | 21,000 | |||||
Yifan | Grants and Collaborations | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 2,700 | |||||
Contract assets | 900 | |||||
Revenue From Contract With Customer, Cumulative To Date | 8,900 | |||||
The Cannabinoid Agreement | Lavvan | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Agreement amount | $ 300,000 | |||||
Agreement amount of research and development funding that could be received | $ 300,000 | |||||
Agreement, profit sharing to be received from the counterparty, period | 20 years | |||||
Estimated total unconstrained transaction price | $ 145,000 | |||||
Variable consideration related to milestones | 155,000 | |||||
Revenue | 18,300 | |||||
Contract assets | 8,300 | |||||
Collaborative Arrangement | DSM International B.V. | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Estimated total unconstrained transaction price | 14,100 | |||||
Revenue | $ 7,900 |
Revenue Recognition and Contr_4
Revenue Recognition and Contract Assets and Liabilities - Revenue in Connection With Significant Revenue Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 29,130 | $ 14,374 |
Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 16,173 | 6,057 |
DSM - related party | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,817 | 18 |
Sephora | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,446 | 1,347 |
Firmenich | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,801 | 3,117 |
Givaudan | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,109 | 1,575 |
Revenue from all other customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 12,957 | 8,317 |
Renewable Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 17,854 | 11,884 |
Renewable Products | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,833 | 4,815 |
Renewable Products | DSM - related party | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 49 | 2 |
Renewable Products | Sephora | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,446 | 1,347 |
Renewable Products | Firmenich | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,229 | 1,891 |
Renewable Products | Givaudan | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,109 | 1,575 |
Renewable Products | Revenue from all other customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 10,021 | 7,069 |
Licenses and Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,161 | 118 |
Licenses and Royalties | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,161 | 118 |
Licenses and Royalties | DSM - related party | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,750 | (380) |
Licenses and Royalties | Firmenich | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,411 | 498 |
Grants and Collaborations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,115 | 2,372 |
Grants and Collaborations | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,179 | 1,124 |
Grants and Collaborations | DSM - related party | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,018 | 396 |
Grants and Collaborations | Sephora | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Grants and Collaborations | Firmenich | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 161 | 728 |
Grants and Collaborations | Givaudan | Significant Revenue Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | |
Grants and Collaborations | Revenue from all other customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 2,936 | $ 1,248 |
Revenue Recognition and Contr_5
Revenue Recognition and Contract Assets and Liabilities - Contract Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 18,426 | $ 16,322 |
Accounts receivable - related party, net | 6,769 | 3,868 |
Contract assets | 9,355 | 8,485 |
Contract assets, noncurrent - related party | 1,203 | 1,203 |
Contract liabilities | 3,226 | 1,353 |
Contract liability, net of current portion | $ 1,449 | $ 1,449 |
Revenue Recognition and Contr_6
Revenue Recognition and Contract Assets and Liabilities - Remaining Performance Obligations (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 141,805 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 59,172 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 9 months |
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 | $ 52,662 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, 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 | $ 29,400 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, 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 | $ 571 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period |
Related Party Transactions - Re
Related Party Transactions - Related Party Debt (Details) - USD ($) $ in Thousands | Mar. 11, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||
Principal | $ 208,514 | $ 297,462 | ||
Net | 200,008 | $ 60,000 | 261,772 | |
Number of shares issued in sale of stock | 5,226,481 | |||
Foris notes | Related Party Debt | ||||
Related Party Transaction [Line Items] | ||||
Principal | 116,924 | 182,966 | ||
Unaccreted Debt Discount | (5,523) | (14,959) | ||
Net | 111,401 | 168,007 | ||
Foris notes | Related Party Debt | Foris notes | ||||
Related Party Transaction [Line Items] | ||||
Principal | 50,545 | 115,351 | ||
Unaccreted Debt Discount | (688) | (9,516) | ||
Net | 49,857 | 105,835 | ||
DSM International B.V. | Related Party Debt | DSM notes | ||||
Related Party Transaction [Line Items] | ||||
Principal | 33,000 | 33,000 | ||
Unaccreted Debt Discount | (4,096) | (4,621) | ||
Net | 28,904 | 28,379 | ||
Naxyris note | Related Party Debt | Naxyris note | ||||
Related Party Transaction [Line Items] | ||||
Principal | 24,304 | 24,437 | ||
Unaccreted Debt Discount | (739) | (822) | ||
Net | 23,565 | 23,615 | ||
Total | Related Party Debt | 2014 Rule 144A convertible notes | ||||
Related Party Transaction [Line Items] | ||||
Principal | 9,075 | 10,178 | ||
Unaccreted Debt Discount | 0 | 0 | ||
Net | $ 9,075 | $ 10,178 |
Related Party Transactions - _2
Related Party Transactions - Related Party Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Related party debt, current portion | $ 14,175 | $ 18,492 |
DSM International B.V. | Accounts receivable - related party | ||
Related Party Transaction [Line Items] | ||
Amounts in connection with customer DSM: | 6,769 | 3,868 |
DSM International B.V. | Contract assets, noncurrent - related party | ||
Related Party Transaction [Line Items] | ||
Amounts in connection with customer DSM: | 1,203 | 1,203 |
DSM International B.V. | Accounts payable | ||
Related Party Transaction [Line Items] | ||
Related party debt, current portion | $ 13,596 | $ 13,957 |
Stock-based Compensation - Shar
Stock-based Compensation - Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Outstanding, beginning balance (in shares) | 5,620,419 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 10.27 | |
Outstanding, weighted average remaining contractual life | 7 years 8 months 12 days | 7 years 9 months 18 days |
Outstanding, aggregate intrinsic value, in thousands | $ 3 | $ 24 |
Granted (in shares) | 72,174 | |
Granted, weighted average grant-date fair value (in dollars per share) | $ 2.78 | |
Exercised (in shares) | 0 | |
Exercised, weighted average grant-date fair value (in dollars per share) | $ 0 | |
Forfeited or expired (in shares) | (114,329) | |
Forfeited or expired, weighted average grant-date fair value (in dollars per share) | $ 17.39 | |
Outstanding, ending balance (in shares) | 5,578,264 | 5,620,419 |
Outstanding, weighted average exercise price (in dollars per share) | $ 10.03 | $ 10.27 |
Vested or expected to vest (in shares) | 4,977,771 | |
Vested or expected to vest, weighted average grant-date fair value (in dollars per share) | $ 10.63 | |
Vested or expected to vest, weighted average remaining contractual life | 7 years 7 months 6 days | |
Vested or expected to vest, aggregate intrinsic value, in thousands | $ 3 | |
Exercisable (in shares) | 1,398,299 | |
Exercisable, weighted average grant-date fair value (in dollars per share) | $ 25.06 | |
Exercisable, weighted average remaining contractual life | 6 years | |
Exercisable, aggregate intrinsic value, in thousands | $ 0 |
Stock-based Compensation - Temp
Stock-based Compensation - Temporal Display of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, RSUs (in shares) | 5,782,651 | |
Outstanding, weighted average grant-date fair value (in dollars per share) | $ 4.77 | |
Outstanding, weighted average remaining contractual life | 1 year 3 months 18 days | 1 year 8 months 12 days |
Awarded, RSUs (in shares) | 309,826 | |
Awarded, weighted average grant-date fair value (in dollars per share) | $ 2.88 | |
RSUs released (in shares) | (498,166) | |
RSUs released, weighted average grant-date fair value (in dollars per share) | $ 4.69 | |
RSUs forfeited (in shares) | (295,672) | |
RSUs forfeited, weighted average grant-date fair value (in dollars per share) | $ 4.17 | |
Outstanding, RSUs (in shares) | 5,298,639 | 5,782,651 |
Outstanding, weighted average grant-date fair value (in dollars per share) | $ 4.70 | $ 4.77 |
Vested or expected to vest (in shares) | 4,869,050 | |
Vested or expected to vest, weighted average grant-date fair value (in dollars per share) | $ 4.71 | |
Vested or expected to vest, weighted average remaining contractual life | 1 year 3 months 18 days |
Stock-based Compensation - Empl
Stock-based Compensation - Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 3,504 | $ 3,452 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 1,065 | 663 |
Sales, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 2,439 | $ 2,789 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding balance (in shares) | 117,742,677 | ||
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense related to stock options and RSUs | $ 23.2 | ||
Weighted-average period | 2 years 2 months 12 days | ||
Equity Incentive Plan, 2010 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Automatic annual increase available for grant and issuance (in shares) | 5,887,133 | ||
Automatic annual increase in shares available for grant and issuance, percentage of outstanding stock | 5.00% | ||
Automatic annual increase reserved for issuance (in shares) | 588,713 | ||
Automatic annual increase in shares reserved for issuance, percentage of outstanding stock | 0.005 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 01, 2020 | Apr. 29, 2020 | Apr. 07, 2020 | Mar. 12, 2020 | Mar. 11, 2020 | Jan. 31, 2020 | Jan. 14, 2020 | Jan. 13, 2020 | Mar. 31, 2020 | Apr. 30, 2020 | Apr. 19, 2020 | Dec. 31, 2019 | Sep. 10, 2019 | Aug. 14, 2019 |
Subsequent Event [Line Items] | ||||||||||||||
Related Party, Percentage Ownership In Company | 5.00% | 5.00% | ||||||||||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | ||||||||||||
Number of shares issued in sale of stock | 5,226,481 | |||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,200,000 | 4,877,386 | ||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | |||||||||||||
Current portion, long term debt | $ 90,899,000 | $ (63,805,000) | ||||||||||||
Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Exercise price per share (in dollars per share) | $ 2.87 | |||||||||||||
Subsequent Event | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Related Party, Percentage Ownership In Company | 5.00% | |||||||||||||
Amendment to Senior Convertible Notes Due 2022 | Subsequent Event | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt Instrument, Redemption, Required Aggregate Net Cash Proceeds, Minimum | $ 50,000,000 | |||||||||||||
Debt instrument, convertible, conversion price | $ 3.50 | |||||||||||||
Debt conversion, converted instrument (in shares) | 2,836,364 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Returned | 1,363,636 | |||||||||||||
Amendment to Senior Convertible Notes Due 2022 | Subsequent Event | Debt Instrument, Redemption, Period One | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Amortization of Debt Issuance Costs | $ 16,000,000 | |||||||||||||
Amendment to Senior Convertible Notes Due 2022 | Subsequent Event | Debt Instrument, Redemption, Period Two | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Amortization of Debt Issuance Costs | $ 5,000,000 | |||||||||||||
Amendment to Senior Convertible Notes Due 2022 | Subsequent Event | Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | Convertible notes payable | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt conversion, converted instrument (in shares) | 2,000,000 | |||||||||||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 5.02 | ||||||||||||
Number of shares issued in sale of stock | 960,225 | |||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 431,378 | |||||||||||||
Senior convertible notes due 2022 | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument, interest rate, stated percentage | 6.00% | |||||||||||||
Senior convertible notes due 2022 | Convertible notes payable | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 51,000,000 | $ 15,000,000 | ||||||||||||
Debt conversion, original debt, amount | 10,000,000 | $ 10,000,000 | ||||||||||||
Debt Instrument, Redemption, Aggregate Net Cash Proceeds, Minimum | 80,000,000 | |||||||||||||
Debt Instrument, Redemption, Required Aggregate Net Cash Proceeds, Minimum | $ 50,000,000 | |||||||||||||
Debt instrument repayment price, percent of face amount | 115.00% | |||||||||||||
Debt conversion, converted instrument (in shares) | 2,742,160 | |||||||||||||
Senior convertible notes due 2022 | Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | Convertible notes payable | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Exercise price per share (in dollars per share) | $ 3.25 | |||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 3,000,000 | |||||||||||||
Senior convertible notes due 2022 | Subsequent Event | Debt Instrument, Redemption, Period One | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument repayment price, percent of face amount | 100.00% | |||||||||||||
Senior convertible notes due 2022 | Subsequent Event | Debt Instrument, Redemption, Period Two | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument repayment price, percent of face amount | 105.00% | |||||||||||||
Senior convertible notes due 2022 | Subsequent Event | Debt Instrument, Redemption, Period Three | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument repayment price, percent of face amount | 110.00% | |||||||||||||
Senior convertible notes due 2022 | Subsequent Event | Convertible notes payable | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument, convertible, conversion price | $ 5 | |||||||||||||
PPP Loan | Subsequent Event | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 10,000,000 | |||||||||||||
Nikko Loan Agreement | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt Instrument, Interest Rate During Period | 8.00% | |||||||||||||
Nikko Loan Agreement | Subsequent Event | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt Instrument, Interest Rate During Period | 12.50% | |||||||||||||
Schottenfeld September 2019 Credit Agreements | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 12,500,000 | |||||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | |||||||||||||
Schottenfeld September 2019 Credit Agreements | Subsequent Event | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Current portion, long term debt | $ 20,400,000 | |||||||||||||
Foris notes | Foris $5 Million Note | Subsequent Event | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 5,000,000 | |||||||||||||
Debt instrument, interest rate, stated percentage | 12.00% |
Uncategorized Items - amrs-2020
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 41,043,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 8,531,000 |
Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 32,512,000 |