Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 04, 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 (in shares) | 239,211,413 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
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 | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 38,280 | $ 270 |
Restricted cash | 329 | 469 |
Accounts receivable, net of allowance of $102 and $45, respectively | 27,365 | 16,322 |
Accounts receivable - related party, net of allowance of $0 and $0, respectively | 419 | 3,868 |
Contract assets | 2,082 | 8,485 |
Contract assets - related party | 1,203 | 0 |
Inventories | 37,212 | 27,770 |
Deferred cost of products sold - related party | 9,454 | 3,677 |
Prepaid expenses and other current assets | 14,894 | 12,750 |
Total current assets | 131,238 | 73,611 |
Property, plant and equipment, net | 29,791 | 28,930 |
Contract assets, noncurrent - related party | 0 | 1,203 |
Deferred cost of products sold, noncurrent - related party | 11,858 | 12,815 |
Restricted cash, noncurrent | 960 | 960 |
Recoverable taxes from Brazilian government entities | 5,127 | 7,676 |
Right-of-use assets under financing leases, net | 10,702 | 12,863 |
Right-of-use assets under operating leases | 10,904 | 13,203 |
Other assets | 5,359 | 9,705 |
Total assets | 205,939 | 160,966 |
Current liabilities: | ||
Accounts payable | 30,357 | 51,234 |
Accrued and other current liabilities | 28,430 | 36,655 |
Financing lease liabilities | 3,882 | 3,465 |
Operating lease liabilities | 5,051 | 4,625 |
Contract liabilities | 4,430 | 1,353 |
Debt, current portion (includes instrument measured at fair value of $25,349 and $24,392, respectively) | 31,431 | 45,313 |
Due to related parties, current | 0 | 18,492 |
Total current liabilities | 103,581 | 161,137 |
Long-term debt, net of current portion (includes instrument measured at fair value of $0 and $26,232, respectively) | 26,176 | 48,452 |
Related party debt, net of current portion (includes instrument measured at fair value of $58,466 and $0, respectively) | 116,799 | 149,515 |
Financing lease liabilities, net of current portion | 1,171 | 4,166 |
Operating lease liabilities, net of current portion | 11,109 | 15,037 |
Derivative liabilities | 3,834 | 9,803 |
Other noncurrent liabilities | 21,996 | 23,024 |
Total liabilities | 284,666 | 411,134 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Preferred stock - $0.0001 par value, 5,000,000 shares authorized as of September 30, 2020 and December 31, 2019; 8,280 shares issued and outstanding as of September 30, 2020 and December 31, 2019 | 0 | 0 |
Common stock - $0.0001 par value, 350,000,000 and 250,000,000 shares authorized as of September 30, 2020 and December 31, 2019, respectively; 239,185,985 and 117,742,677 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 24 | 12 |
Additional paid-in capital | 1,938,411 | 1,543,668 |
Accumulated other comprehensive loss | (49,505) | (43,804) |
Accumulated deficit | (1,977,075) | (1,755,653) |
Total Amyris, Inc. stockholders’ deficit | (88,145) | (255,777) |
Noncontrolling interest | 4,418 | 609 |
Total stockholders' deficit | (83,727) | (255,168) |
Total liabilities, mezzanine equity and stockholders' deficit | 205,939 | 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 | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 102 | $ 45 |
Accounts receivable, allowance, related parties | 0 | 0 |
Fair value of debt | 25,349 | 24,392 |
Fair value of long-term debt | 0 | 26,232 |
Related party debt, net, fair value | $ 58,466 | $ 0 |
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 | |
Preferred stock, shares outstanding (in shares) | 8,280 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 350,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 239,185,985 | 117,742,677 |
Common stock, shares outstanding (in shares) | 239,185,985 | 117,742,677 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues [Abstract] | ||||
Revenue | $ 34,258 | $ 34,953 | $ 93,393 | $ 112,021 |
Cost and operating expenses: | ||||
Cost of products sold | 25,822 | 20,654 | 60,710 | 53,482 |
Research and development | 18,197 | 19,032 | 52,288 | 56,093 |
Sales, general and administrative | 38,321 | 33,341 | 100,838 | 92,456 |
Total cost and operating expenses | 82,340 | 73,027 | 213,836 | 202,031 |
Loss from operations | (48,082) | (38,074) | (120,443) | (90,010) |
Other income (expense): | ||||
Interest expense | (6,627) | (16,857) | (41,747) | (44,608) |
Gain (loss) from change in fair value of derivative instruments | 1,999 | (398) | (6,498) | (2,437) |
Gain (loss) from change in fair value of debt | 34,360 | (2,055) | 2,908 | (18,629) |
Loss upon extinguishment of debt | (2,606) | (2,721) | (51,954) | (8,596) |
Other income (expense), net | (49) | 1,076 | 1,452 | 920 |
Total other expense, net | 27,077 | (20,955) | (95,839) | (73,350) |
Loss before income taxes and loss from investment in affiliate | (21,005) | (59,029) | (216,282) | (163,360) |
Provision for income taxes | (83) | (533) | (273) | (533) |
Loss from investment in affiliate | (366) | 0 | (1,058) | 0 |
Net loss | (21,454) | (59,562) | (217,613) | (163,893) |
Less: income attributable to noncontrolling interest in Aprinnova | (1,702) | 0 | (3,809) | 0 |
Net loss | (23,156) | (59,562) | (221,422) | (163,893) |
Less: deemed dividend to preferred stockholder on issuance and modification of common stock warrants | 0 | 0 | 0 | (34,964) |
Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock | (67,151) | 0 | (67,151) | 0 |
Add: losses allocated to participating securities | 6,832 | 1,655 | 15,369 | 6,233 |
Net loss attributable to Amyris, Inc. common stockholders, basic | $ (83,475) | $ (57,907) | $ (273,204) | $ (192,624) |
Earnings Per Share, Basic [Abstract] | ||||
Loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.37) | $ (0.56) | $ (1.44) | $ (2.11) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic (in shares) | 227,267,553 | 103,449,612 | 189,192,973 | 91,344,150 |
Earnings Per Share, Diluted [Abstract] | ||||
Loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.41) | $ (0.56) | $ (1.46) | $ (2.11) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted (in shares) | 242,732,234 | 103,449,612 | 191,506,499 | 91,344,150 |
Product | ||||
Revenues [Abstract] | ||||
Revenue | $ 27,577 | $ 17,363 | $ 70,619 | $ 41,367 |
Licenses and Royalties | ||||
Revenues [Abstract] | ||||
Revenue | 3,563 | 2,305 | 9,714 | 43,387 |
Grants and Collaborations | ||||
Revenues [Abstract] | ||||
Revenue | $ 3,118 | $ 15,285 | $ 13,060 | $ 27,267 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues, related party | $ 838 | $ 844 | $ 8,962 | $ 44,190 |
ASU 2017-11 | us-gaap:ProductMember | |||
Product | ||||
Revenues, related party | 88 | 0 | $ 193 | 2 |
Licenses and Royalties | ||||
Revenues, related party | 0 | 0 | 3,750 | 40,302 |
Grants and Collaborations | ||||
Revenues, related party | $ 750 | $ 844 | $ 5,019 | $ 3,886 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Comprehensive loss: | ||||
Net loss | $ (21,454) | $ (59,562) | $ (217,613) | $ (163,893) |
Foreign currency translation adjustment | (797) | (1,066) | (5,701) | (1,202) |
Total comprehensive loss | (22,251) | (60,628) | (223,314) | (165,095) |
Less: income attributable to noncontrolling interest in Aprinnova | (1,702) | 0 | (3,809) | 0 |
Comprehensive loss attributable to Amyris, Inc. | $ (23,953) | $ (60,628) | $ (227,123) | $ (165,095) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit and Mezzanine Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Noncontrolling Interest | Total Stockholders' Deficit | Total Stockholders' DeficitCumulative Effect, Period of Adoption, Adjustment | Mezzanine Equity - Common Stock |
Balance (in shares) at Dec. 31, 2018 | 14,656 | 76,564,829 | ||||||||||
Balance at Dec. 31, 2018 | $ 0 | $ 8 | $ 1,346,996 | $ 32,512 | $ (43,343) | $ (1,521,417) | $ 8,531 | $ 937 | $ (216,819) | $ 41,043 | $ 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 and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 191,672 | |||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (9) | (9) | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 3,612 | |||||||||||
Issuance of common stock upon exercise of stock options | 13 | 13 | ||||||||||
Fair value of bifurcated embedded conversion feature in connection with debt modification | 398 | 398 | ||||||||||
Stock-based compensation | 3,452 | 3,452 | ||||||||||
Foreign currency translation adjustment | 964 | 964 | ||||||||||
Net loss | (66,243) | (66,243) | ||||||||||
Balance (in shares) at Mar. 31, 2019 | 14,656 | 77,210,681 | ||||||||||
Balance at Mar. 31, 2019 | $ 0 | $ 8 | 1,383,363 | (42,379) | (1,579,129) | 937 | (237,200) | 5,000 | ||||
Balance (in shares) at Dec. 31, 2018 | 14,656 | 76,564,829 | ||||||||||
Balance at Dec. 31, 2018 | $ 0 | $ 8 | 1,346,996 | $ 32,512 | (43,343) | (1,521,417) | $ 8,531 | 937 | (216,819) | $ 41,043 | 5,000 | |
Net loss | $ (163,893) | |||||||||||
Net loss | (163,893) | |||||||||||
Balance (in shares) at Sep. 30, 2019 | 14,656 | 103,400,207 | ||||||||||
Balance at Sep. 30, 2019 | $ 0 | $ 10 | 1,507,298 | (44,545) | (1,676,779) | 937 | (213,079) | 5,000 | ||||
Balance (in shares) at Mar. 31, 2019 | 14,656 | 77,210,681 | ||||||||||
Balance at Mar. 31, 2019 | $ 0 | $ 8 | 1,383,363 | (42,379) | (1,579,129) | 937 | (237,200) | 5,000 | ||||
Issuance of common stock in private placement (in shares) | 3,610,944 | |||||||||||
Issuance of common stock in private placement | $ 1 | 14,221 | 14,222 | |||||||||
Issuance of common stock in private placement - related party (in shares) | 10,478,338 | |||||||||||
Issuance of common stock in private placement - related party | 39,499 | 39,499 | ||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 2,064,606 | |||||||||||
Issuance of common stock upon exercise of warrants | 0 | 0 | ||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 589,241 | |||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (347) | (347) | ||||||||||
Issuance of common stock upon ESPP purchase (in shares) | 131,460 | |||||||||||
Issuance of common stock upon ESPP purchase | 464 | 464 | ||||||||||
Issuance of common stock upon conversion of debt (in shares) | 7,101,468 | |||||||||||
Issuance of common stock upon conversion of debt | $ 1 | 34,650 | 34,651 | |||||||||
Issuance of warrants in connection with debt accounted for at fair value | 4,428 | 4,428 | ||||||||||
Deemed dividend on preferred stock discounts upon conversion of Series D preferred stock | 34,964 | 34,964 | ||||||||||
Deemed dividend on preferred stock discounts upon conversion of Series D preferred stock | (34,964) | (34,964) | ||||||||||
Stock-based compensation | 3,375 | 3,375 | ||||||||||
Other | (238) | (238) | ||||||||||
Foreign currency translation adjustment | (1,100) | (1,100) | ||||||||||
Net loss | (38,088) | (38,088) | ||||||||||
Balance (in shares) at Jun. 30, 2019 | 14,656 | 101,186,738 | ||||||||||
Balance at Jun. 30, 2019 | $ 0 | $ 10 | 1,479,415 | (43,479) | (1,617,217) | 937 | (180,334) | 5,000 | ||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest (in shares) | 1,767,632 | |||||||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | 7,829 | 7,829 | ||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 445,837 | |||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (271) | (271) | ||||||||||
Issuance of warrants in connection with related party debt issuance | 13,279 | 13,279 | ||||||||||
Issuance of warrants in connection with related party debt modification | 2,882 | 2,882 | ||||||||||
Issuance of warrants in connection with debt accounted for at fair value | 930 | 930 | ||||||||||
Stock-based compensation | 3,234 | 3,234 | ||||||||||
Foreign currency translation adjustment | (1,066) | (1,066) | ||||||||||
Net loss | (59,562) | (59,562) | (59,562) | |||||||||
Net loss | $ (59,562) | |||||||||||
Balance (in shares) at Sep. 30, 2019 | 14,656 | 103,400,207 | ||||||||||
Balance at Sep. 30, 2019 | $ 0 | $ 10 | 1,507,298 | (44,545) | (1,676,779) | 937 | (213,079) | 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 | (255,168) | 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 | $ 1 | 21,259 | 21,260 | |||||||||
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 | $ 1 | 27,188 | 27,189 | |||||||||
Issuance of common stock upon exercise of warrants (in shares) | 1,160,929 | |||||||||||
Issuance of common stock upon exercise of warrants | 3,332 | 3,332 | ||||||||||
Issuance of common stock upon exercise of warrants - related party (in shares) | 24,165,166 | |||||||||||
Issuance of common stock upon exercise of warrants - related party | $ 2 | 68,763 | 68,765 | |||||||||
Exercise of common stock rights warrant - related party | 15,000 | 15,000 | ||||||||||
Issuance of common stock right warrant - related party | 8,904 | 8,904 | ||||||||||
Modification of previously issued common stock warrants | 1,286 | 1,286 | ||||||||||
Derecognition of liability warrants to equity | 5,200 | 5,200 | ||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 495,581 | |||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (8) | (8) | ||||||||||
Stock-based compensation | 3,504 | 3,504 | ||||||||||
Foreign currency translation adjustment | (2,549) | (2,549) | ||||||||||
Net loss | (87,844) | (87,844) | ||||||||||
Balance (in shares) at Mar. 31, 2020 | 8,280 | 163,891,920 | ||||||||||
Balance at Mar. 31, 2020 | $ 0 | $ 16 | 1,708,096 | (46,353) | (1,843,497) | 609 | (181,129) | 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 | (255,168) | 5,000 | |||
Issuance of common stock upon exercise of warrants (in shares) | 30,694,457 | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 5,227 | |||||||||||
Net loss | $ (221,422) | |||||||||||
Net loss | (217,613) | |||||||||||
Balance (in shares) at Sep. 30, 2020 | 8,280 | 239,185,985 | ||||||||||
Balance at Sep. 30, 2020 | $ (83,727) | $ 0 | $ 24 | 1,938,411 | (49,505) | (1,977,075) | 4,418 | (83,727) | 5,000 | |||
Balance (in shares) at Mar. 31, 2020 | 8,280 | 163,891,920 | ||||||||||
Balance at Mar. 31, 2020 | $ 0 | $ 16 | 1,708,096 | (46,353) | (1,843,497) | 609 | (181,129) | 5,000 | ||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest (in shares) | 30,000 | |||||||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | 30,000 | 30,000 | ||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 132,746 | |||||||||||
Issuance of common stock upon exercise of warrants | 0 | 0 | ||||||||||
Derecognition of liability warrants to equity | 6,550 | 6,550 | ||||||||||
Fair value of modification to previously issued common stock warrants | 1,067 | 1,067 | ||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 720,100 | |||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (98) | (98) | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 5,227 | |||||||||||
Issuance of common stock upon exercise of stock options | 16 | 16 | ||||||||||
Issuance of common stock upon ESPP purchase (in shares) | 144,523 | |||||||||||
Issuance of common stock upon ESPP purchase | 421 | 421 | ||||||||||
Issuance of preferred and common stock in private placement, net of issuance costs (in shares) | 72,156 | 32,614,573 | ||||||||||
Issuance of preferred and common stock in private placement, net of issuance costs | $ 3 | 160,014 | 160,017 | |||||||||
Issuance of common stock subsequent to exercise of common stock rights warrant in previous period - related party (in shares) | 5,226,481 | |||||||||||
Issuance of common stock subsequent to exercise of common stock rights warrant in previous period - related party | $ 1 | (1) | 0 | |||||||||
Fair value of pre-delivery shares released to holder in connection with debt amendment | 10,478 | 10,478 | ||||||||||
Return of pre-delivery shares previously issued in connection with debt agreement (in shares) | (1,363,636) | |||||||||||
Return of pre-delivery shares previously issued in connection with debt agreement | 0 | |||||||||||
Issuance of common stock upon conversion of debt principal and accrued interest, and the related derecognition of derivative liability to equity (in shares) | 3,246,489 | |||||||||||
Issuance of common stock upon conversion of debt principal and accrued interest, and the related derecognition of derivative liability to equity | 15,778 | 15,778 | ||||||||||
Stock-based compensation | 2,931 | 2,931 | ||||||||||
Foreign currency translation adjustment | (2,355) | (2,355) | ||||||||||
Net loss | (110,422) | 2,107 | (108,315) | |||||||||
Balance (in shares) at Jun. 30, 2020 | 110,436 | 204,618,423 | ||||||||||
Balance at Jun. 30, 2020 | $ 0 | $ 20 | 1,935,252 | (48,708) | (1,953,919) | 2,716 | (64,639) | 5,000 | ||||
Issuance of common stock upon exercise of warrants (in shares) | ||||||||||||
Issuance of common stock upon exercise of warrants | 20 | 20 | ||||||||||
Derecognition of liability warrants to equity | (67,151) | (67,151) | ||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 515,478 | |||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (295) | (295) | ||||||||||
Issuance of common stock subsequent to exercise of common stock rights warrant in previous period - related party (in shares) | (102,156) | 34,052,084 | ||||||||||
Issuance of common stock subsequent to exercise of common stock rights warrant in previous period - related party | $ 4 | (4) | 0 | |||||||||
Fair value of pre-delivery shares released to holder in connection with debt amendment | 67,151 | 67,151 | ||||||||||
Stock-based compensation | 3,438 | 3,438 | ||||||||||
Foreign currency translation adjustment | (797) | (797) | ||||||||||
Net loss | $ (23,156) | (23,156) | 1,702 | (21,454) | ||||||||
Net loss | (21,454) | |||||||||||
Balance (in shares) at Sep. 30, 2020 | 8,280 | 239,185,985 | ||||||||||
Balance at Sep. 30, 2020 | $ (83,727) | $ 0 | $ 24 | $ 1,938,411 | $ (49,505) | $ (1,977,075) | $ 4,418 | $ (83,727) | $ 5,000 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficit and Mezzanine Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | |
Accounting standards update [extensible list] | us-gaap:AccountingStandardsUpdate201711Member |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities | ||
Net loss | $ (217,613) | $ (163,893) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss upon extinguishment of debt | 51,954 | 8,596 |
Non-cash interest expense in connection with release of pre-delivery shares to holder in connection with debt amendment | 10,478 | 0 |
Stock-based compensation | 9,873 | 10,061 |
Contract asset credit loss reserve | 8,342 | 0 |
Depreciation and amortization | 6,740 | 2,691 |
Loss from change in fair value of derivative instruments | 6,498 | 2,437 |
Accretion of debt discount | 3,119 | 9,701 |
Amortization of right-of-use assets under operating leases | 2,103 | 10,237 |
Non-cash interest expense in connection with modification of warrants | 1,066 | 0 |
Loss in equity-method investee | 1,058 | 0 |
Non-cash interest expense added to debt principal | 100 | 0 |
Impairment of property, plant and equipment | 13 | 1,263 |
Loss (gain) on disposal of property, plant and equipment | 42 | 122 |
Expense for warrants issued for debt covenant waivers | 0 | 5,358 |
Gain on foreign currency exchange rates | (583) | (361) |
(Gain) loss from change in fair value of debt | (2,908) | 18,629 |
Changes in assets and liabilities: | ||
Accounts receivable | (7,736) | (3,482) |
Contract assets | (1,939) | (2,567) |
Accounts receivable, unbilled - related party | 0 | 8,021 |
Inventories | (10,561) | (6,609) |
Deferred cost of products sold - related party | (4,820) | (13,545) |
Prepaid expenses and other assets | 696 | (4,445) |
Accounts payable | (20,201) | (2,050) |
Accrued and other liabilities | (1,259) | 22,310 |
Lease liabilities | (3,352) | (12,453) |
Contract liabilities | 3,077 | (3,488) |
Net cash used in operating activities | (165,813) | (113,467) |
Investing activities | ||
Purchases of property, plant and equipment | (9,619) | (9,013) |
Net cash used in investing activities | (9,619) | (9,013) |
Financing activities | ||
Proceeds from issuance of common and preferred stock in private placements, net of issuance costs | 170,037 | 14,221 |
Proceeds from issuance of common and preferred stock in private placements, net of issuance costs - related party | 45,000 | 39,500 |
Proceeds from issuance of debt, net of issuance costs | 15,279 | 89,217 |
Proceeds from exercise of common stock rights warrant - related party | 15,000 | 0 |
Proceeds from exercises of warrants - related party | 13,998 | 0 |
Proceeds from exercises of warrants | 3,332 | 1 |
Proceeds from issuance of common stock upon ESPP purchase | 421 | 464 |
Proceeds from exercises of common stock options | 16 | 13 |
Payment of minimum employee taxes withheld upon net share settlement of restricted stock units | (401) | (627) |
Principal payments on financing leases | (2,578) | (372) |
Principal payments on debt | (46,766) | (63,675) |
Net cash provided by financing activities | 213,338 | 78,742 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (36) | (248) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 37,870 | (43,986) |
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 | 39,569 | 3,068 |
Cash and cash equivalents | 38,280 | 1,632 |
Restricted cash, current | 329 | 476 |
Restricted cash, noncurrent | 960 | 960 |
Total cash, cash equivalents and restricted cash | 39,569 | 3,068 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 13,858 | 10,390 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Accrued interest added to debt principal | 2,056 | 986 |
Unpaid property, plant and equipment balances in accounts payable and accrued liabilities at end of period | 2,100 | 134 |
Acquisition of right-of-use assets under operating leases | 0 | 2,361 |
Cumulative effect of change in accounting principle | 0 | 41,043 |
Derecognition of derivative liabilities to equity upon extinguishment of debt | 6,461 | 0 |
Derecognition of derivative liabilities upon authorization of shares | 6,550 | 0 |
Derecognition of derivative liabilities upon exercise of warrants | 5,200 | 0 |
Exercise of common stock warrants in exchange for debt principal and accrued interest reduction | 69,918 | 0 |
Fair value of embedded features in connection with private placement | 2,962 | 0 |
Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances | 188 | 8,965 |
Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances - related party | 747 | 16,155 |
Fair value of warrants recorded as debt discount in connection with debt modification | 0 | 398 |
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | 27,650 | 42,479 |
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 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 synthetic biotechnology company in Clean Health and Beauty markets through its consumer brands, and is a supplier of sustainable and natural ingredients. Amyris 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 oftentimes 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 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 for 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 for 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. Due to the COVID-19 pandemic, the parties have agreed to extend the previous July 2020 deadline to conduct the relevant analysis of the sweetener production data in order to determine potential next steps for the joint venture. In addition, notwithstanding the satisfaction of 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 will conclude its evaluation of the accounting treatment for its future interest in the joint venture under ASC 810, Consolidations and ASC 323, Equity Method and Joint Ventures when the economic participation structure and related corporate governance 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 beginning in the first quarter of 2020 and anticipated continuation throughout 2020, and the 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 conduct its operations in compliance with local county 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 over the course of at least the next 12 months following the issuance of these condensed consolidated financial statements. As of September 30, 2020, the Company had working capital of $27.7 million (compared to negative working capital of $87.5 million as of December 31, 2019), and an accumulated deficit of $2.0 billion. As of September 30, 2020, the Company's outstanding debt principal (including related party debt) totaled $175.3 million, of which $36.2 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. In March 2020 and again in May 2020, most of these lenders provided waivers to the Company for breaches of all past covenant violations and cross-default payment failures, under the respective credit agreements through the earlier of the closing of a significant equity offering or May 31, 2020. The Company cured these defaults with the closing of the $200 million equity offering described below and the repayment of these past due amounts. As of September 30, 2020, the Company failed to achieve the minimum revenue thresholds under the Foris LSA, Naxyris LSA and Senior Convertible Notes Due 2022, which are described in more detail in Note 4, “Debt”, and obtained a waiver from each of these lenders to cure the September 30, 2020 minimum revenue covenant violations. The minimum revenue threshold test is based on 4-quarters trailing revenue and has been significantly impacted by the elimination of a $37.5 million royalty from the measurement period that was recorded in April 2020 related to the DSM Value Sharing Agreement. See Note 9, “Revenue” for more information. Beginning in May 2020 and continuing through June 2020, the Company executed a series of financial transactions to minimize cash outflows related to debt service payments and to increase operating cash. On May 1, 2020, the Company amended the Senior Convertible Notes Due 2022 to eliminate the monthly amortization payments and change the interest payment frequency from monthly to quarterly. On May 7, 2020, the Company received a $10 million Paycheck Protection Plan loan (PPP Loan). On June 1, 2020, the Company amended the Foris LSA to eliminate the quarterly principal payments and defer all interest payments until maturity on July 1, 2022, and to provide for the conversion of all outstanding indebtedness under the LSA at a $3.00 per share conversion price, which conversion was approved by the Company’s stockholders on August 14, 2020. Further, on June 1, 2020 and June 4, 2020, the Company entered into securities purchase agreements with investors for the private placement of an aggregate of $200 million of common and preferred stock, resulting in the Company receiving approximately $190 million of net proceeds. A portion of the proceeds from the offering was used to pay down approximately $37.1 million of debt principal (which included $10 million to repay the PPP Loan) and $6.1 million of accrued interest. Also, on June 2, 2020, Total Raffinage Chimie (Total) converted approximately $9.3 million of debt principal and accrued interest into common stock under the terms of the 2014 Rule 144A Convertible Note, further reducing the Company’s outstanding indebtedness. On August 10, 2020, the Company and Ginkgo Bioworks, Inc. (Ginkgo) entered into a Second Amendment to Promissory Note and Partnership Agreement to reduce the frequency of partnership payments from monthly to quarterly, in an aggregate amount of $2.1 million, and to defer an aggregate of $9.8 million in partnership payments to the end of the agreement in October 2022. See Note 4, “Debt.” for more information. As a result of closing the equity offering, making past due payments, converting the $9.1 million 2014 Rule 144A Convertible Note principal into equity, and executing amendments to the Foris LSA, the Senior Convertible Notes Due 2022, and the Ginkgo Note, the Company cured all payment defaults and other events of default, including cross-defaults under the Company’s various debt instruments as of June 30, 2020. Although the Company has been able to obtain waivers in the past for substantially all its prior defaults to date and was able to cure the existing minimum revenue covenant default, it may not be able to cure or obtain a waiver for any defaults in the future. Further, the Company's cash and cash equivalents of $38.3 million as of September 30, 2020 will not be sufficient to fund expected cash flows requirements from operations and cash debt service obligations through November 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. The Company's ability to continue as a going concern will depend, in large part, on its ability to eliminate or minimize the anticipated negative cash flows from operations during the 12 months from the date of this filing and to either raise additional cash proceeds through financings or refinance the debt maturities occurring in December 2020 and June 2021, all of which are uncertain and outside the control of the Company. Further, the Company's operating plan for the remainder of 2020 contemplates (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, (iv) continued cash inflows from collaborations and grants, and (v) the monetization of certain contractual assets. If the Company is unable to complete these actions, it may be unable to meet its operating cash flow needs and its obligations under its existing debt facilities over the next 12 months. 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 condensed consolidated financial statements. 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 nine months ended September 30, 2020. Accounting Standards or Updates Recently Adopted In the nine months ended September 30, 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 in the first quarter of 2023. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements. Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will be effective for the Company commencing in the first quarter of fiscal year 2021. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company is currently evaluating the amended guidance and the impact on its condensed consolidated financial statements and related disclosures. Convertible Debt, and Derivatives and Hedging On August 5, 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. ASU 2020-06 is effective for the Company in the first quarter of 2022. The Company is currently evaluating the amended guidance and the impact on its condensed consolidated financial statements and related disclosures. 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 | 9 Months Ended |
Sep. 30, 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 Nine months ended September 30, 2020 $ 45 $ 57 $ — $ 102 Year ended December 31, 2019 $ 642 $ 110 $ (707) $ 45 Inventories (In thousands) September 30, 2020 December 31, 2019 Raw materials $ 7,136 $ 3,255 Work-in-process 12,083 7,204 Finished goods 17,993 17,311 Inventories $ 37,212 $ 27,770 Deferred cost of products sold - related party (In thousands) September 30, 2020 December 31, 2019 Deferred cost of products sold - related party $ 9,454 $ 3,677 Deferred cost of products sold, noncurrent - related party 11,858 12,815 Total $ 21,312 $ 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 December 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. As part of the amendment, the Company made a series of manufacturing capacity fee payments from November 2018 to March 31, 2020. Of these payments $17.4 million was recorded as deferred cost of products sold. In June 2020, the Company paid an additional $6.9 million manufacturing capacity fee, which represents the final payment under the amendment. The capitalized 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 produced and sold over the five Prepaid expenses and other current assets (In thousands) September 30, 2020 December 31, 2019 Prepayments, advances and deposits $ 6,117 $ 4,726 Non-inventory production supplies 3,746 5,376 Recoverable taxes from Brazilian government entities 1,978 — Other 3,053 2,648 Total prepaid expenses and other current assets $ 14,894 $ 12,750 Property, Plant and Equipment, Net (In thousands) September 30, 2020 December 31, 2019 Machinery and equipment $ 48,893 $ 48,041 Leasehold improvements 43,198 41,478 Computers and software 10,589 9,822 Furniture and office equipment, vehicles and land 3,485 3,510 Construction in progress 7,369 9,752 113,534 112,603 Less: accumulated depreciation and amortization (83,743) (83,673) Property, plant and equipment, net $ 29,791 $ 28,930 During the three and nine months ended September 30, 2020 and 2019, depreciation and amortization expense was as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2020 2019 2020 2019 Depreciation and amortization expense $ 1,905 $ 969 $ 5,300 $ 2,691 Leases Operating Leases The Company has operating leases primarily for administrative offices, laboratory equipment and other facilities. The operating leases have remaining terms that range from 1 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 $10.9 million and $13.2 million of right-of-use assets as of September 30, 2020 and December 31, 2019, respectively. Operating lease liabilities were $16.2 million and $19.7 million as of September 30, 2020 and December 31, 2019, respectively. During the three and nine months ended September 30, 2020 and 2019, respectively, the Company recorded $1.5 million, $4.6 million, $5.9 million and $14.1 million of operating lease amortization that was charged to expense, of which $0, $0, $0.9 million and $5.2 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: Nine Months Ended September 30, 2020 2019 Cash paid for operating lease liabilities, in thousands $5,759 $15,908 Right-of-use assets obtained in exchange for new operating lease obligations (1) $— $32,074 Weighted-average remaining lease term 2.7 2.6 Weighted-average discount rate 18.0% 17.5% (1) 2019 amount includes $29.7 million for operating leases existing on January 1, 2019 and $2.4 million for operating leases that commenced during the nine months ended September 30, 2019. Financing Leases The Company has 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 $3.9 million and $1.7 million as of September 30, 2020 and December 31, 2019, respectively. Maturities of Financing and Operating Leases Maturities of lease liabilities as of September 30, 2020 were as follows: Years ending December 31: (In thousands) Financing Operating Total Leases 2020 (remaining three months) $ 1,086 $ 1,960 $ 3,046 2021 4,568 7,480 12,048 2022 — 7,657 7,657 2023 — 3,322 3,322 2024 — 151 151 Total lease payments 5,654 20,570 26,224 Less: amount representing interest (601) (4,410) (5,011) Total lease liability $ 5,053 $ 16,160 $ 21,213 Current lease liability $ 3,882 $ 5,051 $ 8,933 Noncurrent lease liability 1,171 11,109 12,280 Total lease liability $ 5,053 $ 16,160 $ 21,213 Other Assets (In thousands) September 30, 2020 December 31, 2019 Equity-method investment $ 4,054 $ 4,734 Deposits 126 295 Contingent consideration — 3,303 Other 1,179 1,373 Total other assets $ 5,359 $ 9,705 In connection with the December 2017 sale of its subsidiary Amyris Brasil Ltda. (Amyris Brasil), the Company recorded a long-term receivable related to certain contingent consideration to be received from DSM upon DSM’s realization of certain Brazilian value-added tax benefits it acquired with its purchase of Amyris Brasil. In the three months ended June 30, 2020, the Company received the $3.3 million remaining balance of contingent consideration due to the Company under the 2017 asset purchase agreement. Accrued and Other Current Liabilities (In thousands) September 30, 2020 December 31, 2019 Accrued interest $ 8,116 $ 8,209 Payroll and related expenses 7,063 7,296 Contract termination fees 4,315 5,347 Asset retirement obligation 2,603 3,184 Professional services 1,804 2,968 Ginkgo partnership payments 951 4,319 Tax-related liabilities 550 1,685 Other 3,028 3,647 Total accrued and other current liabilities $ 28,430 $ 36,655 Other noncurrent liabilities (In thousands) September 30, 2020 December 31, 2019 Liability for unrecognized tax benefit $ 7,440 $ 7,204 Liability in connection with acquisition of equity-method investment 6,354 5,249 Ginkgo partnership payments, net of current portion 7,098 4,492 Contract liabilities, net of current portion 111 1,449 Refund liability (1) — 3,750 Other 993 880 Total other noncurrent liabilities $ 21,996 $ 23,024 (1) 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. Ginkgo Partnership Payments Modification On August 10, 2020, the Company and Ginkgo entered into a Second Amendment to Promissory Note and Partnership Agreement (Second Amendment) to reduce the partnership payments frequency from monthly to quarterly, in an aggregate amount of $2.1 million, and to defer an aggregate of $9.8 million in partnership payments to the end of the agreement in October 2022 (the “End of Term Payment”), provided that, if the Ginkgo Promissory Note is not fully repaid by April 19, 2022, the End of Term Payment shall be of $10.4 million. See Note 4, “Debt.” for more information. As a result of changes to key provisions in the partnership payments, the Company analyzed the combined before and after cash flows under the Promissory Note and Partnership Agreement that resulted from (i) the reduced interest rate on the Promissory Note, (ii) reduced payment frequency under the Promissory Note and Partnership Agreement, and (iii) changes in the periodic and total payment amounts under the Partnership Agreement, to determine whether these changes resulted in a modification or extinguishment of the obligations under the Second Amendment. Based on the combined before and after cash flows of the Promissory Note and Partnership Agreement, the change was significantly different. Consequently, the modifications resulting from the Second Amendment were accounted for as a debt extinguishment and a new debt issuance. The Company recorded a $0.1 million loss upon extinguishment of the partnership payment obligation, related to the write-off of the unamortized debt discount. Further, since the partnership payment obligation does not contain an explicit interest rate, the Company recorded the $11.9 million of total payments at its net present value of $8.1 million in other liabilities, with the $3.8 million difference recorded as a discount that is accreted to interest expense over the repayment term using the effective interest method. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 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) September 30, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Foris Convertible Note (LSA Amendment) $ — $ — $ 58,467 $ 58,467 $ — $ — $ — $ — Senior Convertible Notes — — 25,349 25,349 — — 50,624 50,624 Embedded derivatives bifurcated from debt instruments — — 597 597 — — 2,832 2,832 Freestanding derivative instruments issued in connection with other debt and equity instruments — — 3,237 3,237 — — 6,971 6,971 Total liabilities measured and recorded at fair value $ — $ — $ 87,650 $ 87,650 $ — $ — $ 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 September 30, 2020 and December 31, 2019. Also, there were no transfers between the levels during the three months ended September 30, 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 — Foris Convertible Note (LSA Amendment) On June 1, 2020, the Company and 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, entered into an Amendment No. 1 to the Amended and Restated Foris LSA (LSA Amendment), pursuant to which, among other provisions, Foris has the option, in its sole discretion, to convert all or a portion of the secured indebtedness under the LSA Amendment, including accrued interest, into shares of Common Stock at a $3.00 conversion price (Conversion Option), which Conversion Option was approved by the Company’s stockholders on August, 14, 2020. See Note 4, “Debt” for further information regarding the LSA Amendment and related extinguishment accounting treatment. The Company elected to account for the new debt issuance under the fair value option and recorded a $22.0 million loss upon extinguishment of the Foris LSA, representing the difference between the carrying value of the Foris LSA prior to the modification and the $72.1 million reacquisition price of the Foris LSA (which is the fair value of the LSA Amendment with the conversion option). The LSA Amendment also contains certain change in control embedded derivatives and a contingent beneficial conversion feature and management believes the fair value option best reflects the underlying economics of new convertible note. 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 LSA Amendment. At June 30, 2020, the contractual outstanding principal of the LSA Amendment was $50.0 million and the fair value was $81.6 million. The Company measured the initial fair value of the LSA Amendment using a binomial lattice model (which is discussed in further detail below) using the following inputs: (i) $4.27 stock price, (ii) 25% discount yield, (iii) 0.16% risk free interest rate (iv) 45% equity volatility and (v) 5% probability of change in control. At September 30, 2020, the contractual outstanding principal of the LSA Amendment was $50.0 million and the fair value was $58.5 million. The Company remeasured the fair value of the LSA Amendment using the following inputs: (i) $2.92 stock price, (ii) 21% discount yield, (iii) 0.13% risk free interest rate (iv) 45% equity volatility and (v) 5% probability of change in control. At both dates, the Company assumed that if a change of control event were to occur, it would occur at the end of the calendar year. The Company recorded gains of $23.1 million and $13.6 million related to change in fair value of the LSA Amendment for the three and nine months ended September 30, 2020, respectively. Fair Value of Debt — Senior Convertible Notes On January 14, 2020, the Company exchanged the $66 million Senior Convertible Notes (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), (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 (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 the legal extinguishment and exchange of the Prior Notes and significantly different cash flows contained in the New 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, which contain multiple embedded derivatives. Under the fair value election, changes in fair value will be reported as "Gain (loss) from change in fair value of debt" 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 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 September 30, 2020, the contractual outstanding principal of the New Senior Convertible Notes was $30.0 million and the fair value was $25.3 million. The Company measured the fair value at September 30, 2020 using a binomial lattice model (which is discussed in further detail below) using the following inputs: (i) $2.92 stock price, (ii) 233% discount yield, (iii) 0.11% risk free interest rate (iv) 45% equity volatility, and (v) 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 and nine months ended September 30, 2020, the Company recorded an $11.3 million gain and a $10.7 million loss from change in fair value of debt, respectively, in connection with the fair value remeasurement of the Prior Notes and the New Senior Convertible Notes, as follows: In thousands Fair value at December 31, 2019 $ 50,624 Less: principal paid (35,980) Loss from change in fair value 10,705 Fair value at September 30, 2020 $ 25,349 A binomial lattice model was used to determine whether the LSA Amendment and the Senior Convertible Notes (Debt Instruments) 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 Debt Instruments using the "with-and-without method", where the fair value of the Debt Instruments including the embedded and freestanding features is defined as the "with," and the fair value of the Debt Instruments excluding the embedded and freestanding features is defined as the "without." This method estimates the fair value of the Debt Instruments by looking at the difference in the values of the Debt Instruments with the embedded and freestanding derivatives and the fair value of the Debt Instruments without the embedded and freestanding features. The lattice model uses the stock price, conversion price, maturity date, risk-free interest rate, estimated stock volatility, estimated credit spread and other instrument-specific assumptions. The Company remeasures the fair value of the Debt Instruments 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 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 instruments, either freestanding or embedded, measured at fair value using significant unobservable inputs (Level 3): (In thousands) Derivative Liability Balance at December 31, 2019 $ 9,803 Fair value of derivative liabilities issued during the period 8,751 Change in fair value of derivative instruments 6,498 Derecognition on settlement or extinguishment (21,218) Balance at September 30, 2020 $ 3,834 Freestanding Derivative Instruments In connection with the January 14, 2020 issuance of the New Senior Convertible Notes as discussed above and in Note 4, “Debt” (which was accounted for as an extinguishment of the original $66 million Senior Convertible Notes), 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 stockholder 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. On May 29, 2020, the Company obtained stockholder approval to remove the stock ownership limitations. As a result, the Company is able to physically deliver shares under the Warrants without the potential for cash settlement. In the three months ended June 30, 2020, the Company recorded a $1.3 million final mark-to-market loss on change in derivative liability, using a Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below, and derecognized the $2.8 million derivative liability balance relate to this portion of the Warrant Shares into additional paid in capital. In connection with the January 31, 2020 private placement transaction with Foris (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. On May 29, 2020, the Company obtained stockholder approval to increase its authorized common share count from 250 million to 350 million. As a result, the portion of the Right Shares initially accounting for as a derivative liability was no longer precluded from the derivative scope exception and met the criteria for equity classification. In the three months ended June 30, 2020, the Company recorded a $1.8 million final mark-to-market loss on change in fair value of derivative instruments using a Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below, and derecognized the $3.7 million derivative liability balance into additional paid in capital. 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 the 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), which the Company 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, 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 in the three months ended March 31, 2020, using a Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below, and reclassified the derivative liability balance of $5.2 million to 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-year term. The contingent obligation to issue the New Warrants did not meet the derivative scope exception or equity classification criteria and were accounted for as a derivative liability. The contingently issuable New Warrants derivative liability had an initial fair value of $3.2 million and was recorded as a derivative liability with a $3.2 million charge to loss upon extinguishment of debt. The New Warrants derivative liability 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 New Warrants derivative liability 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 September 30, 2020, the fair value of the contingently issuable New Warrants derivative liability was $3.2 million, and for the three and nine months ended September 30, 2020, respectively, the Company recorded a $2.0 million gain and a $0.1 million loss on change in fair value of derivative instruments. On April 6, 2020, the Company and 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 from $56.16 to $2.87 per share. See Note 4, “Debt” for further information. Historically, the embedded conversion option was bifurcated and accounted for as a derivative liability, and at December 31, 2019 and March 31, 2020 had a $0 fair value due to the Note’s short maturity and the significant conversion price differential when compared to the Company’s current stock price. As a result of the conversion price reduction, the Company remeasured the fair value of the conversion option using a Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below, and recorded a $6.5 million loss on change in fair value of derivative instruments in the three months ended June 30, 2020. On June 2, 2020, Total elected to convert all the outstanding principal and interest under the 2014 Rule 144A Convertible Note totaling $9.3 million into 3,246,489 shares of common stock. Upon conversion, the $6.5 million liability was derecognized into additional paid in capital, along with the debt principal and interest balance. 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 recorded as a 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. At September 30, 2020, the fair value of the bifurcated embedded mandatory redemption features totaled $0.6 million, and the Company recorded a $0.1 million gain on change in fair value derivative instruments during the nine months ended September 30, 2020. Also, one of the bifurcated features was embedded in the Foris LSA, which was modified and accounted for as an extinguishment in the three months ended June 30, 2020. As a result, the $0.7 million derivative liability balance was derecognized and recorded into the initial fair value of the new Foris Convertible Note (see “Fair Value of Debt – Foris Convertible Note (LSA Amendment)” above). Valuation Methodology and Approach to Measuring the Derivative Liabilities The liabilities associated with the Company’s freestanding and embedded derivatives outstanding at September 30, 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 instruments 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 September 30, 2020 and December 31, 2019. Input assumptions for these freestanding instruments are as follows: Range for the Period Input assumptions for liability classified warrants: September 30, 2020 December 31, 2019 Fair value of common stock on issue date $2.56 – $4.27 $3.09 – $4.76 Exercise price of warrants $2.87 – $2.87 $3.87 – $3.90 Expected volatility 117% – 117% 94% – 105% Risk-free interest rate 0.13% – 0.17% 1.58% – 1.67% Expected term in years 1.75 – 2.26 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. 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: September 30, 2020 December 31, 2019 Risk-free interest rate 0.09% - 0.17% 1.6% - 1.7% Risk-adjusted discount yield 25.0% - 26.0% 20.0% - 27.0% Probability of change in control 5.0% 5.0% Credit spread 24.7% - 36.8% 18.4% - 25.4% Estimated conversion dates Not applicable 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 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Net carrying amounts of debt are as follows: September 30, 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 $ 30,020 $ — $ (4,671) $ 25,349 $ 66,000 $ — $ (15,376) $ 50,624 30,020 — (4,671) 25,349 66,000 — (15,376) 50,624 Related party convertible notes payable Foris convertible note 50,041 — 8,426 58,467 — — — — 2014 Rule 144A convertible notes — — — — 10,178 — — 10,178 50,041 — 8,426 58,467 10,178 — — 10,178 Loans payable and credit facilities Schottenfeld notes 12,500 (269) — 12,231 20,350 (1,315) — 19,035 Nikko notes 7,868 (794) — 7,074 14,318 (901) — 13,417 Ginkgo note 12,000 — — 12,000 12,000 (3,139) — 8,861 Other loans payable 953 — — 953 1,828 — — 1,828 33,321 (1,063) — 32,258 48,496 (5,355) — 43,141 Related party loans payable Foris notes 5,000 — — 5,000 115,351 (9,516) — 105,835 DSM notes 33,000 (3,007) — 29,993 33,000 (4,621) — 28,379 Naxyris note 23,914 (575) — 23,339 24,437 (822) — 23,615 61,914 (3,582) — 58,332 172,788 (14,959) — 157,829 Total debt $ 175,296 $ (4,645) $ 3,755 174,406 $ 297,462 $ (20,314) $ (15,376) 261,772 Less: current portion (31,431) (63,805) Long-term debt, net of current portion $ 142,975 $ 197,967 Exchange of Senior Convertible Notes On January 14, 2020, the Company completed the exchange of the Company’s $66 million Senior Convertible Notes (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), (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 (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 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 in the three months ended March 31, 2020, 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 the Rights Shares over the contractual value. See Note 6, “Stockholders’ Deficit” for further information on the accounting treatment of the Exchange Shares and the 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, 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. 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), 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. 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 other than events of default; (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 $16.4 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 (issued in connection with the November 15, 2019 Senior Convertible Notes Due 2022 and as defined in 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. These Pre-Delivery Shares were returned to the Company on May 5, 2020 and May 6, 2020. The Company paid $16.4 million on June 1, 2020 to satisfy the required amortization payment and is no longer required to make the $5.0 million amortization payment on December 1, 2020. On June 4, 2020, the Company released an additional 700,000 Pre-Delivery Shares to the largest Holder in connection with the Second Amendment to New Notes and the W&F Agreements. The Company recorded $10.5 million of additional interest expense, representing the fair value of the 3,536,364 Pre-Delivery Shares released to the Holders. Further, 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, from $3.25, 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. See Note 6, “Stockholders’ Deficit” for more information regarding the accounting treatment of these warrant modifications. Debt Equitization – Foris, Related Party As of December 31, 2019, the Company had two loans payable to Foris with a total principal balance of $110.0 million, excluding capitalized interest of $5.3 million. 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) was a $19 million unsecured borrowing that accrued interest at 12% per annum and matures 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 matured on March 1, 2023. The Foris LSA required quarterly principal payments and monthly interest payments. See Amendment No. 1 to Amended and Restated LSA — Foris, Related Party below for more information on the maturity date and payment terms of the Foris LSA. 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 through 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. Amendment No. 1 to Foris LSA — Foris, Related Party On June 1, 2020, the Company and Foris entered into Amendment No. 1 to the Foris LSA (LSA Amendment), pursuant to which: (i) the interest rate applicable to the then outstanding secured indebtedness (Secured Indebtedness) was amended from and after June 1, 2020 to a per annum rate of interest equal to 6.00% (previously 12.5%), (ii) the Company shall not be required to make any interest payments outstanding as of May 31, 2020 or accruing thereafter prior to July 1, 2022 (previously due monthly), (iii) the quarterly principal amortization payments were eliminated and all outstanding principal under the LSA Amendment became due on July 1, 2022, and (iv) Foris shall have the option, in its sole discretion, to convert all or portion of the Secured Indebtedness, including accrued interest, into shares of common stock at a $3.00 conversion price (Conversion Option), subject to the Company’s stockholder approval to issue shares of common stock upon exercise of the Conversion Option in accordance with applicable rules and regulations of the Nasdaq Stock Market, including Nasdaq Listing Standard Rule 5635(d); for which stockholder approval was obtained on August 14, 2020. The Company analyzed the before and after cash flows resulting from the LSA Amendment 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 significant. Consequently, the LSA Amendment was accounted for as a debt extinguishment and a new debt issuance. The Company elected to account for the new debt issuance under the fair value option and recorded a $22.0 million loss upon extinguishment of the Foris LSA, representing the difference between the carrying value of the Foris LSA prior to the modification and the $72.1 million reacquisition price of the Foris LSA (which is the fair value of the LSA Amendment with the conversion option). Management believes the fair value option best reflects the underlying economics of the LSA Amendment, which contains embedded derivatives, a conversion option requiring bifurcation and a beneficial conversion feature. 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 LSA Amendment. The Company also recorded gains of $23.1 million and $13.6 million for the three and nine months ended September 30, 2020 related to the change in fair value of the LSA Amendment after the June 1, 2020 issuance date, 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 LSA Amendment. Schottenfeld Forbearance Agreement The Company, Schottenfeld Group LLC (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 totals $12.5 million, accrues interest at 12% per annum and matures on January 1, 2023. Indebtedness under the November Notes total $7.9 million, accrued 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 (Forbearance Agreement), 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 Forbearance Agreement, including the past due interest on the September Notes, and was 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 was classified as a current liability on the condensed consolidated balance sheet as of March 31, 2020. On June 5, 2020, the Company repaid the past due November 2019 Notes totaling $7.9 million. Consequently, the September 2019 Notes due January 1, 2023 totaling $12.5 million were reclassified to a non-current liability as of September 30, 2020. 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) had a maturity date of March 31, 2020, (ii) had a $9.1 million principal amount due, (iii) accrued interest at a rate of 12.0% per annum, and (iv) had 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. On April 6, 2020, the Company and 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 2014 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 2014 Rule 144A Convertible Note was reissued as a result of such extensions with terms substantially identical to the previously issued promissory notes. On June 2, 2020, Total elected to convert all the outstanding principal and interest due under the 2014 Rule 144A Convertible Note totaling $9.3 million into 3,246,489 shares of common stock. Upon conversion, the $9.3 million debt principal and interest balance and the $6.5 million derivative liability balance related to the fair value of the conversion option was derecognized into additional paid in capital. See Note 3, “Fair Value Measurement” for more information regarding the accounting treatment of the embedded conversion option and subsequent conversion price reduction. 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 (a) 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, (b) to make a prior waiver fee payment of $0.5 million on December 15, 2019, (c) waive any cross defaults due to events of default under other debt obligations by the Company, (d) 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 (e) 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 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. The Company paid all past-due amounts to Ginkgo. On August 10, 2020, the Company and Ginkgo entered into a Second Amendment to Promissory Note and Partnership Agreement (Second Amendment) to, among other things, (i) with respect to the Promissory Note, amend the interest payment frequency from monthly to quarterly beginning September 30, 2020 and reduce the interest rate from 12% to 9% beginning January 1, 2021, conditioned to the timely payment of interest on September 30, 2020 and December 31, 2020; and (ii) with respect to the Partnership Agreement, reduce the partnership payments frequency from monthly to quarterly, in an aggregate amount of $2.1 million, and to defer an aggregate of $9.8 million in partnership payments to the end of the agreement in October 2022 (the “End of Term Payment”), provided that, if the Promissory Note is not fully repaid by April 19, 2022, the End of Term Payment shall be of $10.4 million. As a result of changes to key provisions of both the Promissory Note and Partnership Agreement, the Company analyzed the before and after cash flows resulting from (i) a reduced interest rate of the Promissory Note, (ii) reduced payment frequency for the Promissory Note interest and Partnership Agreement payments and (iii) changes in the periodic and total payment amounts under the Partnership Agreement, in order to determine whether these changes result in a modification or extinguishment of the obligations under the Second Amendment. Based on the combined before and after cash flows of the Promissory Note and Partnership Agreement, the change was significantly different. Consequently, the modifications resulting from the Second Amendment were accounted for as a debt extinguishment and a new debt issuance. The Company recorded a $2.5 million loss upon extinguishment of the Promissory Note and a $0.1 million loss upon extinguishment of the partnership payments, which was primarily related to the unamortized debt discounts. The $12.0 million principal amount due under the Promissory Note was unchanged and reflects the present value of the obligation after the modifications. See Note 2, “Balance Sheet Details”, for more information on the payments due under the Partnership Agreement. 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) matured on March 31, 2020, (ii) accrued interest at a rate of 2.75% per annum, and (iii) was 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. Subsequently, on May 7, 2020, the Company entered into a third amendment to the Loan Agreement under which the maturity date of the loan was extended to May 31, 2020. The Company fully repaid the $4.0 million loan on June 5, 2020. Paycheck Protection Plan Loan On April 7, 2020, the Company applied for a Paycheck Protection Plan loan (PPP Loan) established by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). On May 7, 2020, the Company received a $10 million loan pursuant to a promissory note issued by the Company. The PPP Loan accrued interest at an annual fixed rate of 1% and had a term of 2 years with no payments d |
Mezzanine Equity
Mezzanine Equity | 9 Months Ended |
Sep. 30, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity Mezzanine equity at September 30, 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 September 30, 2020, the Company's remaining research and development obligation under this arrangement was $0.3 million. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | Stockholders' Deficit Foris Warrant Exercises for Cash On January 13, 2020, 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 stockholder approval has been obtained to increase the Company’s authorized share count. At March 31, 2020, the PIPE Rights exercise proceeds were recorded as additional paid-in capital as there is no contractual obligation to return the consideration if stockholder approval is not obtained. Stockholder approval was obtained on May 29, 2020 and the 5,226,481 shares of common stock were issued to Foris on June 2, 2020. 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 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 On January 14, 2020, the Company completed the exchange of the Company’s $66 million Senior Convertible Notes (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), (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 on February 24, 2020. The contractual value of the Exchange Shares and the 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 the 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. Release of Pre-Delivery Shares and Amendment to Warrants Issued to Holders of Senior Convertible Notes Due 2022 Under the terms of the November 15, 2019 Senior Convertible Notes Due 2022 and the January 14, 2020 New Senior Convertible Notes, the Company was required to pre-deliver 7.5 million shares of common stock (the Pre-Delivery Shares) to the Holders, which are freely tradeable, validly issued, fully paid, nonassessable and free from all preemptive or similar rights or liens, for the Holders to sell, trade or hold, subject to certain limitations, for as long as the Senior Convertible Notes Due 2022 are outstanding. However, the Company may elect or be required to apply the value of the pre-delivered shares to satisfy periodic principal and interest payments or other repayment events. Within ten business days following redemption or repayment of in full the Senior Convertible Notes Due 2022 and the satisfaction or discharge by the Company of all outstanding Company obligations under the Senior Convertible Notes Due 2022, the Holders shall deliver 7.5 million shares of the Company’s common stock to the Company, less any shares used to satisfy any accrued interest or principal amortization payments under such notes. The Company concluded the Pre-Delivery Shares provision meets the criteria of freestanding instrument that is legally detachable and separately exercisable from the Senior Convertible Notes Due 2022 and should be classified in equity as the common shares issued are both indexed to the Company’s own stock and meet the equity classification criteria. As such, the Company accounted for the fair value of the Pre-Delivery Shares within equity. On May 1, 2020, in connection with the amendment to the Senior Convertible Notes Due 2022 described in Note 4, “Debt”, the Company and the Holders of the New Senior Convertible Notes Due 2022 agreed, among other provisions described in Note 4, “Debt”: (i) to remove all equity triggering provisions that allowed the Holders to convert the notes at a reduced conversion price in certain circumstances; (ii) to reduce the conversion price of the New Notes from $5.00 to $3.50; (iii) to release to the Holders an aggregate of 2,836,364 shares of common stock originally required to be returned under the Pre-Delivery Share arrangement, and (iv) return an aggregate of 1,363,636 Pre-Delivery Shares held by certain Holders to the Company. Further, on June 4, 2020, the Company agreed to release an additional 700,000 Pre-Delivery Shares to one of the Holders, in connection with the second amendment to the Senior Convertible Notes Due 2022 described in Note 4, “Debt”. After the release and return of the Pre-Delivery Shares on May 1, 2020 and June 4, 2020, the total number of Pre-Delivery Shares subject to the arrangement is 2,600,000 and must be returned to the Company following full redemption or repayment of the New Senior Convertible Notes Due 2022. As a result of releasing the 3,536,364 Pre-Delivery Shares to the Holders, the Company recorded $10.5 million of additional interest expense, representing the fair value of the released share. Further, in connection with the May 1, 2020 amendment to the Senior Convertible Notes Due 2022, 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 (from $3.25) 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). Each of these warrant instruments were previously accounted for in equity. As a result of the warrant amendments, the Company performed a before and after remeasurement of the warrants using the Black-Scholes-Merton option pricing model and recorded $1.1 million of incremental interest expense and a corresponding increase to additional paid in capital. Increase in Authorized Common Stock On May 29, 2020, through a proxy vote at the Company’s Annual Stockholder meeting, the Company’s stockholders approved an increase in the Company’s authorized common stock share count from 250 million to 350 million. Total Conversion Price Reduction and Subsequent Conversion into Common Stock On April 6, 2020, the Company and 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 2014 Rule 144A Convertible Note from $56.16 to $2.87 per share. See Note 4, “Debt” for further information related to this debt instrument. On June 2, 2020, Total elected to convert all the outstanding principal and interest totaling $9.3 million due under the 2014 Rule 144A Convertible Note into 3,246,489 shares of common stock. Upon conversion, the $9.3 million debt principal and interest balance and the $6.5 million derivative liability balance related to the conversion option was derecognized into additional paid-in capital. See Note 3, “Fair Value Measurement,” for more information regarding the accounting treatment of the embedded conversion option and subsequent conversion price reduction. June 2020 PIPE On June 1, 2020 and June 4, 2020, the Company entered into separate security purchase agreements (Purchase Agreements) with certain accredited investors (Investors), including Foris and Vivo Capital LLC, stockholders that beneficially own more than 5% of the Company’s outstanding common stock and are, respectively, owned by or affiliated with individuals serving on the Company’s Board of Directors, for the issuance and sale of an aggregate of 32,614,573 shares of the Company’s common stock, $0.0001 par value per share and 102,156 shares of the Company’s Series E Convertible Preferred Stock, $0.0001 par value per share, convertible into 34,052,070 shares of common stock, at a price of $3.00 per common share and $1,000 per preferred share, resulting in an aggregate purchase price of $200 million (Offering). The transaction closed on June 5, 2020, following the satisfaction of customary closing conditions. Upon closing, the Company received aggregate net proceeds of approximately $190 million after payment of the Offering expenses and placement agent fees. The Company used the proceeds from the Offering for the repayment of certain outstanding indebtedness and the remainder for general corporate purposes. The Purchase Agreements included customary representations, warranties and covenants of the parties. In addition, the Company executed a letter agreement pursuant to which, subject to certain exceptions, the Company, the members of the Company’s Board of Directors, and the Company’s named executive officers agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities convertible into or exercisable or exchangeable for common stock until September 2, 2020. The securities issued pursuant to the Purchase Agreements were sold in private placements pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (Securities Act) and Rule 506(b) of Regulation D promulgated under the Securities Act, without general solicitation, made only to and with accredited investors as defined in Regulation D. Series E Convertible Preferred Stock and Amendment to Articles of Incorporation or Bylaws On June 5, 2020, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (Preferred Stock) with the Secretary of State of Delaware. Each share of Series E Preferred Stock issued in the June 2020 PIPE had a stated value of $1,000 and was convertible into 333.33 shares of common stock. All preferred shares automatically converted into common stock without any action by the holders on the first trading day after the Company obtains stockholder approval (as described below). Unless and until converted into common stock in accordance with its terms, the Preferred Stock had no voting rights, other than as required by law or with respect to matters specifically affecting the Preferred Stock. The Company agreed to obtain stockholder approval for the issuance of common stock upon conversion of the Preferred Stock as is required by the applicable rules and regulations of the Nasdaq Stock Market, including Nasdaq Listing Standard Rule 5635(d), and including the issuance of common stock upon conversion of the Preferred Shares in excess of 19.99% of the issued and outstanding common stock on the date of the Purchase Agreements. Pursuant to the Purchase Agreements, the Company was required to hold a special meeting of stockholders within 75 calendar days of the date of the Purchase Agreements for the purpose of obtaining stockholder approval. This special meeting of stockholders was held on August 14, 2020, at which the Company’s stockholders approved the conversion of the Series E Preferred Stock and as a result, 34,052,084 shares of common stock were issued on August 17, 2020 in exchange for the 102,156 shares of the Company’s Series E Convertible Preferred Stock. The Company analyzed the automatic conversion provision related to the Series E Preferred Stock at the original commitment dates and determined the holders received a contingent beneficial conversion feature (BCF) equal to $67.2 million. This amount represents the difference between the Company’s closing stock price at the June 1, 2020 and June 4, 2020 commitment dates ($5.35 and $4.88, respectively) and the $3.00 conversion price. As the automatic conversion provision was contingent on stockholder approval on August 14, 2020, the BCF would be recognized when the contingency was resolved. Upon obtaining stockholder approval, the $67.2 million BCF was recognized in additional paid-in capital and reflected as a deemed dividend to the preferred stockholders in the September 30, 2020 condensed consolidated statement of operations, increasing the net loss attributable to common stockholders and increasing basic net loss per share. 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 nine months ended September 30, 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 September 30, 2020 Exercise Price per Share as of September 30, 2020 High Trail/Silverback warrants 2020 January 14, 2022 — 3,000,000 — — $ — 3,000,000 $2.87/$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 and January 31, 2022 — 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 26, 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 August 14, 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 14, 2021 and January 31, 2022 1,744,241 — (784,016) — $ 2.87 960,225 $ 2.87 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) (7,219,778) $ 2.87 — $ — 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 — (72,650) — $ 0.15 — $ — July 2015 related party debt exchange 2015 July 29, 2025 58,690 — — — $ — 58,690 $ 0.15 Other 2011 December 23, 2021 1,406 — — — $ — 1,406 $ 160.05 65,755,629 21,649,961 (30,694,457) (7,219,778) 49,491,355 |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss per Share For the three and nine months ended September 30, 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 September 30, Nine Months Ended September 30, (In thousands, except shares and per share amounts) 2020 2019 2020 2019 Numerator: Net loss attributable to Amyris, Inc. $ (23,156) $ (59,562) $ (221,422) $ (163,893) Less: deemed dividend to preferred stockholder on issuance and modification of common stock warrants — — — (34,964) Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock (67,151) — (67,151) — Add: losses allocated to participating securities 6,832 1,655 15,369 6,233 Net loss attributable to Amyris, Inc. common stockholders, basic $ (83,475) $ (57,907) $ (273,204) $ (192,624) Adjustment to earnings allocated to participating securities 744 — 120 — Interest on convertible debt 1,081 — 317 — Gain from change in fair value of debt (17,221) — (5,945) — Net loss attributable to Amyris, Inc. common stockholders, diluted $ (98,871) $ (57,907) $ (278,712) $ (192,624) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic 227,267,553 103,449,612 189,192,973 91,344,150 Basic loss per share $ (0.37) $ (0.56) $ (1.44) $ (2.11) Weighted-average shares of common stock outstanding 227,267,553 103,449,612 189,192,973 91,344,150 Effect of dilutive convertible debt 15,464,681 — 2,313,526 — Weighted-average shares of common stock equivalents used in computing loss per share of common stock, diluted 242,732,234 103,449,612 191,506,499 91,344,150 Diluted loss per share $ (0.41) $ (0.56) $ (1.46) $ (2.11) 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Period-end common stock warrants 43,298,741 52,612,330 43,298,741 52,612,330 Convertible promissory notes (1) — 14,259,214 8,574,399 14,259,214 Period-end stock options to purchase common stock 6,571,703 5,398,834 6,571,703 5,398,834 Period-end restricted stock units 7,722,630 4,543,190 7,722,630 4,543,190 Period-end preferred stock 1,943,661 2,955,732 1,943,661 2,955,732 Total potentially dilutive securities excluded from computation of diluted loss per share 59,536,735 79,769,300 68,111,134 79,769,300 ______________ (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 | 9 Months Ended |
Sep. 30, 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, which was denied by the court on October 5, 2020. The Company filed its answer to the securities class action complaint on October 26, 2020. 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 naming 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. On July 24, 2020, a securities class action complaint was filed against Amyris and the members of our Board in the Court of Chancery of the State of Delaware (Flatischler v. Melo, et. al.). The complaint alleged a breach of fiduciary obligation to disclose material information to stockholders in the proxy statement filed with the Securities and Exchange Commission on July 6, 2020 (Proxy), with respect to the Company’s special stockholders’ meeting held on August 14, 2020 (Special Meeting), at which stockholders were to vote to approve the conversion of all outstanding indebtedness under the Foris Convertible Note and of our Series E Preferred Stock issued in the June 2020 PIPE into shares of common stock, in accordance with Nasdaq Listing Standard Rule 5635(d). See Note 4, “Debt,” “Amendment No. 1 to Foris LSA — Foris, Related Party,” and Note 6, “Stockholders’ Deficit,” “June 2020 PIPE,” and “Series E Convertible Preferred Stock and Amendment to Articles of Incorporation or Bylaws” in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information. The plaintiffs sought to enjoin the Special Meeting. On August 6, 2020, the plaintiffs withdrew their complaint as moot following the Company’s filing of a supplement to the Proxy on August 5, 2020. The Proxy supplement provided additional information regarding the approval process of the LSA Amendment and the June 2020 PIPE, and the relationships between the Company and its financial advisors to the June 2020 PIPE. The plaintiffs currently seek an amount for their attorney’s fees and certain legal expenses related to filing the complaint, which the parties are negotiating. Three substantially similar complaints were filed: one on July 28, 2020, in the United States District Court of Delaware (Sabatini v. Amyris, Inc.); one on July 31, 2020, in the Northern District of California (Nair v. Amyris); and another on August 4, 2020, in the Southern District of New York (Chamorro v. Amyris). Amyris answered the Chamorro case on October 19, 2020. The Sabatini and Nair cases were voluntarily dismissed by the plaintiffs on October 8 and October 22, 2020, respectively. For this matter, as of September 30, 2020, the Company has accrued a liability for the plaintiffs’ legal fees and expenses, which are not material. On September 10, 2020, LAVVAN, Inc. (Lavvan) filed a suit against the Company in the United States District Court for the Southern District of New York alleging breach of contract, patent infringement, and trade secret misappropriation in connection with that certain Research, Collaboration and License Agreement between Lavvan and Amyris, dated March 18, 2019, as amended (Cannabinoid Agreement). Amyris filed motions to compel arbitration or to dismiss on October 2, 2020. On October 30, Lavvan filed its opposition to the Company’s motions. The Company believes that the suit lacks merit and intends to continue to defend itself vigorously. Given the early stage of these proceedings, it is not yet possible to reliably determine any potential liability that could result therefrom. In addition, 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 that are not predictable with reasonable assurance, and therefore, an estimate of all the reasonably possible losses cannot be determined at this time. 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 | 9 Months Ended |
Sep. 30, 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 September 30, (In thousands) 2020 2019 Renewable Products Licenses and Royalties Grants and Collaborations Total Renewable Products Licenses and Royalties Grants and Collaborations Total United States $ 20,759 $ — $ 263 $ 21,022 $ 9,927 $ — $ 9,114 $ 19,041 Europe 3,752 3,563 919 8,234 2,609 2,305 1,354 6,268 Asia 1,542 — 1,936 3,478 2,398 — 4,789 7,187 Brazil 1,298 — — 1,298 2,272 — 28 2,300 Other 226 — — 226 157 — — 157 $ 27,577 $ 3,563 $ 3,118 $ 34,258 $ 17,363 $ 2,305 $ 15,285 $ 34,953 Nine Months Ended September 30, (In thousands) 2020 2019 Renewable Products Licenses and Royalties Grants and Collaborations Total Renewable Products Licenses and Royalties Grants and Collaborations Total United States $ 49,568 $ — $ 263 $ 49,831 $ 22,806 $ — $ 16,015 $ 38,821 Europe 10,100 9,714 6,073 25,887 7,565 43,387 6,180 57,132 Asia 7,901 — 6,724 14,625 8,015 — 5,038 13,053 Brazil 2,546 — — 2,546 2,787 — 34 2,821 Other 504 — — 504 194 — — 194 $ 70,619 $ 9,714 $ 13,060 $ 93,393 $ 41,367 $ 43,387 $ 27,267 $ 112,021 Significant Revenue Agreements During the Nine Months Ended September 30, 2020 Cannabinoid Agreement On March 18, 2019, the Company entered into a Research, Collaboration and License Agreement (as amended, the Cannabinoid Agreement) with LAVVAN, Inc., an investment-backed company (Lavvan), for up to $300 million to develop, manufacture and commercialize cannabinoid s, subject to certain closing conditions. Under the Cannabinoid Agreement, the Company performs 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. 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 Convertible Note (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. The Company also concluded that the performance obligation is continuously delivered over time and that revenue recognition is based on an input measure of progress of labor hours incurred compared to total estimated labor hours to be incurred (i.e., proportional performance). Estimates of variable consideration are updated quarterly, based on changes in estimated project plan hours, with proportional performance adjustments to quarterly revenue as necessary. Prior to September 30, 2020, the Company estimated the total unconstrained transaction price to be $145 million, based on a high probability of achieving certain underlying milestones, and had recognized $18.3 million of cumulative revenue to date. As of September 30, 2020, the Company has constrained $282 million of variable consideration which relate to milestones that do not meet the criteria necessary under ASC 606 to be included in the transaction price. The Company recognized no collaboration revenue for the three and nine months ended September 30, 2020, and during the three month s ended September 30, 2020, the Company recorded a credit loss reserve against a previously recorded $8.3 million contract asset in connection with the Cannabinoid Agreement. See Contract Assets and Liabilities below for further information. 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 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 recognized $0.8 million and $5.0 million of collaboration revenue for the three and nine months, respectively, ended September 30, 2020, and $9.9 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 $1.9 million and $6.7 million of collaboration revenue in the three and nine months, respectively, ended September 30, 2020, and $12.8 million of cumulative-to-date collaboration revenue. At September 30, 2020, the Company also recorded a $1.8 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 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 and nine months ended September 30, 2020 and 2019 : Three Months Ended September 30, (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 $ 88 $ — $ 750 $ 838 $ — $ — $ 844 $ 844 Sephora 3,501 — — 3,501 2,625 — — 2,625 Firmenich 5,099 3,563 — 8,662 4,556 2,305 400 7,261 Givaudan 2,059 — — 2,059 3,312 — — 3,312 Subtotal revenue from significant revenue agreements 10,747 3,563 750 15,060 10,493 2,305 9,482 22,280 Revenue from all other customers 16,830 — 2,368 19,198 6,870 — 5,803 12,673 Total revenue from all customers $ 27,577 $ 3,563 $ 3,118 $ 34,258 $ 17,363 $ 2,305 $ 15,285 $ 34,953 Nine Months Ended September 30, (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 $ 193 $ 3,750 $ 5,019 $ 8,962 $ 2 $ 40,302 $ 3,886 $ 44,190 Sephora 10,389 — — 10,389 6,369 — — 6,369 Firmenich 7,308 5,964 454 13,726 6,439 3,085 1,413 10,937 Givaudan 5,328 — — 5,328 6,127 — — 6,127 Subtotal revenue from significant revenue agreements 23,218 9,714 5,473 38,405 18,937 43,387 17,041 79,365 Revenue from all other customers 47,401 — 7,587 54,988 22,430 — 10,226 32,656 Total revenue from all customers $ 70,619 $ 9,714 $ 13,060 $ 93,393 $ 41,367 $ 43,387 $ 27,267 $ 112,021 Contract Assets and Liabilities When a contract results i n 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) September 30, 2020 December 31, 2019 Accounts receivable, net $ 27,365 $ 16,322 Accounts receivable - related party, net $ 419 $ 3,868 Contract assets $ 2,082 $ 8,485 Contract assets - related party $ 1,203 $ — Contract assets, noncurrent - related party $ — $ 1,203 Contract liabilities $ 4,430 $ 1,353 Contract liabilities, noncurrent (1) $ 111 $ 1,449 (1) As of September 30, 2020 and December 31, 2019, contract liabilities, noncurrent is presented in Other noncurrent liabilities in the condensed consolidated balance sheets. During the three months ended September 30, 2020, the collaboration partner in the Cannabinoid Agreement filed certain litigation claims and, among other things, alleging breach of contract. As a result, the Company concluded that realization and recoverability of an $8.3 million contract asset recorded in connection with the Cannabinoid Agreement was no longer probable. The Company recorded an $8.3 million credit loss reserve against this contract asset during the three months ended September 30, 2020. 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 September 30, 2020. (In thousands) As of September 30, 2020 Remaining 2020 $ 1,928 2021 5,052 2022 1,630 2023 and thereafter 571 Total from all customers $ 9,181 In accordance with the disclosure provisions of ASC 606, the table above excludes estimated future revenues for performance obligations that are part of a contract that has an original expected duration of one year or less or a performance obligation with variable consideration that is recognized using the sales-based royalty exception for licenses of intellectual property. Additionally, approximately $302.1 million of estimated future revenue is excluded from the table above, as that amount represents constrained variable consideration. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2020: • Debt equitization – Foris • $5 million unsecured loan - Foris • 2014 Rule 144A Note exchange, extensions and conversion – Total • LSA Amendment - Foris Related party debt was as follows: September 30, 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 $ 55,041 $ — $ 8,426 $ 63,467 $ 115,351 $ (9,516) $ — $ 105,835 DSM notes 33,000 (3,007) — 29,993 33,000 (4,621) — 28,379 Naxyris note 23,914 (575) — 23,339 24,437 (822) — 23,615 Total 2014 Rule 144A convertible note — — — — 10,178 — — 10,178 $ 111,955 $ (3,582) $ 8,426 $ 116,799 $ 182,966 $ (14,959) $ — $ 168,007 Related Party Equity See Note 6, "Stockholders' Deficit," for details of these related party equity transactions during the nine months ended September 30, 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 of common stock • June 2020 private placement, in which Foris and affiliated entities purchased 30,000 shares of Series E convertible preferred stock, which automatically converted into 9,999,999 shares of common stock in August 2020 after stockholders approved the conversion of the Series E convertible preferred stock and corresponding issuance of underlying common shares • June 2020 private placement, in which Vivo Capital LLC and affiliated entities purchased 3,689,225 shares of common stock and 8,932.32 shares of Series E convertible preferred stock, which automatically converted into 2,977,442 shares of common stock in August 2020 after stockholders approved the conversion of the Series E convertible preferred stock and corresponding issuance of underlying common shares Related Party Accounts Receivable, Unbilled Receivables and Accounts Payable Related party accounts receivable, unbilled receivables and accounts payable were as follows: (In thousands) September 30, 2020 December 31, 2019 Accounts receivable - related party $ 419 $ 3,868 Contract assets - related party $ 1,203 $ — Contract assets, noncurrent - related party $ — $ 1,203 Accounts payable $ 5,789 $ 13,957 |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation The Company’s stock option activity and related information for the nine months ended September 30, 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 1,258,298 $ 3.76 Exercised (5,227) $ 2.99 Forfeited or expired (301,787) $ 39.38 Outstanding - September 30, 2020 6,571,703 $ 7.69 7.8 $ 50 Vested or expected to vest after September 30, 2020 6,024,158 $ 7.96 7.8 $ 46 Exercisable at September 30, 2020 1,440,934 $ 18.26 6.3 $ 4 The Company’s restricted stock units (RSUs) activity and related information for the nine months ended September 30, 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 4,333,999 $ 3.74 Released (1,830,077) $ 4.88 Forfeited (563,943) $ 4.35 Outstanding - September 30, 2020 7,722,630 $ 4.19 1.6 Vested or expected to vest after September 30, 2020 7,060,040 $ 4.21 1.6 Stock-based compensation expense related to employee and non-employee options, RSUs and ESPP during the three and nine months ended September 30, 2020 and 2019 was allocated to research and development expense and sales, general and administrative expense as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2020 2019 2020 2019 Research and development $ 928 $ 663 $ 2,774 $ 2,002 Sales, general and administrative 2,492 2,571 7,081 8,058 Total stock-based compensation expense $ 3,420 $ 3,234 $ 9,855 $ 10,060 As of September 30, 2020, there was unrecognized compensation expense of $33.6 million related to stock options and RSUs. The Company expects to recognize this expense over a weighted-average period of 2.6 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 (Evergreen 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 | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has evaluated subsequent events through the November 6, 2020 issuance of these condensed consolidated financial statements. No subsequent events have occurred that require disclosure. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 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 nine months ended September 30, 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 in the first quarter of 2023. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements. Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will be effective for the Company commencing in the first quarter of fiscal year 2021. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company is currently evaluating the amended guidance and the impact on its condensed consolidated financial statements and related disclosures. Convertible Debt, and Derivatives and Hedging On August 5, 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. ASU 2020-06 is effective for the |
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) | 9 Months Ended |
Sep. 30, 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 Nine months ended September 30, 2020 $ 45 $ 57 $ — $ 102 Year ended December 31, 2019 $ 642 $ 110 $ (707) $ 45 |
Inventories | Inventories (In thousands) September 30, 2020 December 31, 2019 Raw materials $ 7,136 $ 3,255 Work-in-process 12,083 7,204 Finished goods 17,993 17,311 Inventories $ 37,212 $ 27,770 |
Deferred Cost of Products Sold | Deferred cost of products sold - related party (In thousands) September 30, 2020 December 31, 2019 Deferred cost of products sold - related party $ 9,454 $ 3,677 Deferred cost of products sold, noncurrent - related party 11,858 12,815 Total $ 21,312 $ 16,492 |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets (In thousands) September 30, 2020 December 31, 2019 Prepayments, advances and deposits $ 6,117 $ 4,726 Non-inventory production supplies 3,746 5,376 Recoverable taxes from Brazilian government entities 1,978 — Other 3,053 2,648 Total prepaid expenses and other current assets $ 14,894 $ 12,750 |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net (In thousands) September 30, 2020 December 31, 2019 Machinery and equipment $ 48,893 $ 48,041 Leasehold improvements 43,198 41,478 Computers and software 10,589 9,822 Furniture and office equipment, vehicles and land 3,485 3,510 Construction in progress 7,369 9,752 113,534 112,603 Less: accumulated depreciation and amortization (83,743) (83,673) Property, plant and equipment, net $ 29,791 $ 28,930 |
Schedule Of Depreciation and Amortization | During the three and nine months ended September 30, 2020 and 2019, depreciation and amortization expense was as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2020 2019 2020 2019 Depreciation and amortization expense $ 1,905 $ 969 $ 5,300 $ 2,691 |
Lease, Cost | Information related to the Company's right-of-use assets and related lease liabilities were as follows: Nine Months Ended September 30, 2020 2019 Cash paid for operating lease liabilities, in thousands $5,759 $15,908 Right-of-use assets obtained in exchange for new operating lease obligations (1) $— $32,074 Weighted-average remaining lease term 2.7 2.6 Weighted-average discount rate 18.0% 17.5% (1) 2019 amount includes $29.7 million for operating leases existing on January 1, 2019 and $2.4 million for operating leases that commenced during the nine months ended September 30, 2019. |
Lessee, Lease Liability, Maturity | Maturities of lease liabilities as of September 30, 2020 were as follows: Years ending December 31: (In thousands) Financing Operating Total Leases 2020 (remaining three months) $ 1,086 $ 1,960 $ 3,046 2021 4,568 7,480 12,048 2022 — 7,657 7,657 2023 — 3,322 3,322 2024 — 151 151 Total lease payments 5,654 20,570 26,224 Less: amount representing interest (601) (4,410) (5,011) Total lease liability $ 5,053 $ 16,160 $ 21,213 Current lease liability $ 3,882 $ 5,051 $ 8,933 Noncurrent lease liability 1,171 11,109 12,280 Total lease liability $ 5,053 $ 16,160 $ 21,213 |
Other Assets | Other Assets (In thousands) September 30, 2020 December 31, 2019 Equity-method investment $ 4,054 $ 4,734 Deposits 126 295 Contingent consideration — 3,303 Other 1,179 1,373 Total other assets $ 5,359 $ 9,705 |
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities (In thousands) September 30, 2020 December 31, 2019 Accrued interest $ 8,116 $ 8,209 Payroll and related expenses 7,063 7,296 Contract termination fees 4,315 5,347 Asset retirement obligation 2,603 3,184 Professional services 1,804 2,968 Ginkgo partnership payments 951 4,319 Tax-related liabilities 550 1,685 Other 3,028 3,647 Total accrued and other current liabilities $ 28,430 $ 36,655 |
Other Liabilities | Other noncurrent liabilities (In thousands) September 30, 2020 December 31, 2019 Liability for unrecognized tax benefit $ 7,440 $ 7,204 Liability in connection with acquisition of equity-method investment 6,354 5,249 Ginkgo partnership payments, net of current portion 7,098 4,492 Contract liabilities, net of current portion 111 1,449 Refund liability (1) — 3,750 Other 993 880 Total other noncurrent liabilities $ 21,996 $ 23,024 (1) 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 (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 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) September 30, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Foris Convertible Note (LSA Amendment) $ — $ — $ 58,467 $ 58,467 $ — $ — $ — $ — Senior Convertible Notes — — 25,349 25,349 — — 50,624 50,624 Embedded derivatives bifurcated from debt instruments — — 597 597 — — 2,832 2,832 Freestanding derivative instruments issued in connection with other debt and equity instruments — — 3,237 3,237 — — 6,971 6,971 Total liabilities measured and recorded at fair value $ — $ — $ 87,650 $ 87,650 $ — $ — $ 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 (35,980) Loss from change in fair value 10,705 Fair value at September 30, 2020 $ 25,349 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | (In thousands) Derivative Liability Balance at December 31, 2019 $ 9,803 Fair value of derivative liabilities issued during the period 8,751 Change in fair value of derivative instruments 6,498 Derecognition on settlement or extinguishment (21,218) Balance at September 30, 2020 $ 3,834 |
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: September 30, 2020 December 31, 2019 Fair value of common stock on issue date $2.56 – $4.27 $3.09 – $4.76 Exercise price of warrants $2.87 – $2.87 $3.87 – $3.90 Expected volatility 117% – 117% 94% – 105% Risk-free interest rate 0.13% – 0.17% 1.58% – 1.67% Expected term in years 1.75 – 2.26 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: September 30, 2020 December 31, 2019 Risk-free interest rate 0.09% - 0.17% 1.6% - 1.7% Risk-adjusted discount yield 25.0% - 26.0% 20.0% - 27.0% Probability of change in control 5.0% 5.0% Credit spread 24.7% - 36.8% 18.4% - 25.4% Estimated conversion dates Not applicable 2022 - 2023 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Net carrying amounts of debt are as follows: September 30, 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 $ 30,020 $ — $ (4,671) $ 25,349 $ 66,000 $ — $ (15,376) $ 50,624 30,020 — (4,671) 25,349 66,000 — (15,376) 50,624 Related party convertible notes payable Foris convertible note 50,041 — 8,426 58,467 — — — — 2014 Rule 144A convertible notes — — — — 10,178 — — 10,178 50,041 — 8,426 58,467 10,178 — — 10,178 Loans payable and credit facilities Schottenfeld notes 12,500 (269) — 12,231 20,350 (1,315) — 19,035 Nikko notes 7,868 (794) — 7,074 14,318 (901) — 13,417 Ginkgo note 12,000 — — 12,000 12,000 (3,139) — 8,861 Other loans payable 953 — — 953 1,828 — — 1,828 33,321 (1,063) — 32,258 48,496 (5,355) — 43,141 Related party loans payable Foris notes 5,000 — — 5,000 115,351 (9,516) — 105,835 DSM notes 33,000 (3,007) — 29,993 33,000 (4,621) — 28,379 Naxyris note 23,914 (575) — 23,339 24,437 (822) — 23,615 61,914 (3,582) — 58,332 172,788 (14,959) — 157,829 Total debt $ 175,296 $ (4,645) $ 3,755 174,406 $ 297,462 $ (20,314) $ (15,376) 261,772 Less: current portion (31,431) (63,805) Long-term debt, net of current portion $ 142,975 $ 197,967 |
Schedule of Long-term Debt Instruments | Future minimum payments under the Company's debt agreements as of September 30, 2020 are as follows: (In thousands) Convertible Notes Loans Related Party Convertible Notes Related Party Loans Payable and Credit Facilities Total 2020 (remaining three months) $ 375 $ 5,945 $ — $ 1,547 $ 7,867 2021 33,898 3,902 — 31,823 69,623 2022 — 14,768 59,578 40,939 115,285 2023 — 12,899 — — 12,899 2024 — 398 — — 398 Thereafter — 1,870 — — 1,870 Total future minimum payments 34,273 39,782 59,578 74,309 207,942 Less: amount representing interest (4,253) (6,460) (9,537) (12,396) (32,646) Present value of minimum debt payments 30,020 33,322 50,041 61,913 175,296 Less: current portion of debt principal (30,020) (5,236) — — (35,256) Noncurrent portion of debt principal $ — $ 28,086 $ 50,041 $ 61,913 $ 140,040 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table summarizes warrants activity for the nine months ended September 30, 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 September 30, 2020 Exercise Price per Share as of September 30, 2020 High Trail/Silverback warrants 2020 January 14, 2022 — 3,000,000 — — $ — 3,000,000 $2.87/$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 and January 31, 2022 — 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 26, 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 August 14, 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 14, 2021 and January 31, 2022 1,744,241 — (784,016) — $ 2.87 960,225 $ 2.87 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) (7,219,778) $ 2.87 — $ — 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 — (72,650) — $ 0.15 — $ — July 2015 related party debt exchange 2015 July 29, 2025 58,690 — — — $ — 58,690 $ 0.15 Other 2011 December 23, 2021 1,406 — — — $ — 1,406 $ 160.05 65,755,629 21,649,961 (30,694,457) (7,219,778) 49,491,355 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, (In thousands, except shares and per share amounts) 2020 2019 2020 2019 Numerator: Net loss attributable to Amyris, Inc. $ (23,156) $ (59,562) $ (221,422) $ (163,893) Less: deemed dividend to preferred stockholder on issuance and modification of common stock warrants — — — (34,964) Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock (67,151) — (67,151) — Add: losses allocated to participating securities 6,832 1,655 15,369 6,233 Net loss attributable to Amyris, Inc. common stockholders, basic $ (83,475) $ (57,907) $ (273,204) $ (192,624) Adjustment to earnings allocated to participating securities 744 — 120 — Interest on convertible debt 1,081 — 317 — Gain from change in fair value of debt (17,221) — (5,945) — Net loss attributable to Amyris, Inc. common stockholders, diluted $ (98,871) $ (57,907) $ (278,712) $ (192,624) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic 227,267,553 103,449,612 189,192,973 91,344,150 Basic loss per share $ (0.37) $ (0.56) $ (1.44) $ (2.11) Weighted-average shares of common stock outstanding 227,267,553 103,449,612 189,192,973 91,344,150 Effect of dilutive convertible debt 15,464,681 — 2,313,526 — Weighted-average shares of common stock equivalents used in computing loss per share of common stock, diluted 242,732,234 103,449,612 191,506,499 91,344,150 Diluted loss per share $ (0.41) $ (0.56) $ (1.46) $ (2.11) |
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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Period-end common stock warrants 43,298,741 52,612,330 43,298,741 52,612,330 Convertible promissory notes (1) — 14,259,214 8,574,399 14,259,214 Period-end stock options to purchase common stock 6,571,703 5,398,834 6,571,703 5,398,834 Period-end restricted stock units 7,722,630 4,543,190 7,722,630 4,543,190 Period-end preferred stock 1,943,661 2,955,732 1,943,661 2,955,732 Total potentially dilutive securities excluded from computation of diluted loss per share 59,536,735 79,769,300 68,111,134 79,769,300 ______________ (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) | 9 Months Ended |
Sep. 30, 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 September 30, (In thousands) 2020 2019 Renewable Products Licenses and Royalties Grants and Collaborations Total Renewable Products Licenses and Royalties Grants and Collaborations Total United States $ 20,759 $ — $ 263 $ 21,022 $ 9,927 $ — $ 9,114 $ 19,041 Europe 3,752 3,563 919 8,234 2,609 2,305 1,354 6,268 Asia 1,542 — 1,936 3,478 2,398 — 4,789 7,187 Brazil 1,298 — — 1,298 2,272 — 28 2,300 Other 226 — — 226 157 — — 157 $ 27,577 $ 3,563 $ 3,118 $ 34,258 $ 17,363 $ 2,305 $ 15,285 $ 34,953 Nine Months Ended September 30, (In thousands) 2020 2019 Renewable Products Licenses and Royalties Grants and Collaborations Total Renewable Products Licenses and Royalties Grants and Collaborations Total United States $ 49,568 $ — $ 263 $ 49,831 $ 22,806 $ — $ 16,015 $ 38,821 Europe 10,100 9,714 6,073 25,887 7,565 43,387 6,180 57,132 Asia 7,901 — 6,724 14,625 8,015 — 5,038 13,053 Brazil 2,546 — — 2,546 2,787 — 34 2,821 Other 504 — — 504 194 — — 194 $ 70,619 $ 9,714 $ 13,060 $ 93,393 $ 41,367 $ 43,387 $ 27,267 $ 112,021 |
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 and nine months ended September 30, 2020 and 2019 : Three Months Ended September 30, (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 $ 88 $ — $ 750 $ 838 $ — $ — $ 844 $ 844 Sephora 3,501 — — 3,501 2,625 — — 2,625 Firmenich 5,099 3,563 — 8,662 4,556 2,305 400 7,261 Givaudan 2,059 — — 2,059 3,312 — — 3,312 Subtotal revenue from significant revenue agreements 10,747 3,563 750 15,060 10,493 2,305 9,482 22,280 Revenue from all other customers 16,830 — 2,368 19,198 6,870 — 5,803 12,673 Total revenue from all customers $ 27,577 $ 3,563 $ 3,118 $ 34,258 $ 17,363 $ 2,305 $ 15,285 $ 34,953 Nine Months Ended September 30, (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 $ 193 $ 3,750 $ 5,019 $ 8,962 $ 2 $ 40,302 $ 3,886 $ 44,190 Sephora 10,389 — — 10,389 6,369 — — 6,369 Firmenich 7,308 5,964 454 13,726 6,439 3,085 1,413 10,937 Givaudan 5,328 — — 5,328 6,127 — — 6,127 Subtotal revenue from significant revenue agreements 23,218 9,714 5,473 38,405 18,937 43,387 17,041 79,365 Revenue from all other customers 47,401 — 7,587 54,988 22,430 — 10,226 32,656 Total revenue from all customers $ 70,619 $ 9,714 $ 13,060 $ 93,393 $ 41,367 $ 43,387 $ 27,267 $ 112,021 |
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) September 30, 2020 December 31, 2019 Accounts receivable, net $ 27,365 $ 16,322 Accounts receivable - related party, net $ 419 $ 3,868 Contract assets $ 2,082 $ 8,485 Contract assets - related party $ 1,203 $ — Contract assets, noncurrent - related party $ — $ 1,203 Contract liabilities $ 4,430 $ 1,353 Contract liabilities, noncurrent (1) $ 111 $ 1,449 (1) As of September 30, 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 September 30, 2020. (In thousands) As of September 30, 2020 Remaining 2020 $ 1,928 2021 5,052 2022 1,630 2023 and thereafter 571 Total from all customers $ 9,181 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Debt | Related party debt was as follows: September 30, 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 $ 55,041 $ — $ 8,426 $ 63,467 $ 115,351 $ (9,516) $ — $ 105,835 DSM notes 33,000 (3,007) — 29,993 33,000 (4,621) — 28,379 Naxyris note 23,914 (575) — 23,339 24,437 (822) — 23,615 Total 2014 Rule 144A convertible note — — — — 10,178 — — 10,178 $ 111,955 $ (3,582) $ 8,426 $ 116,799 $ 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) September 30, 2020 December 31, 2019 Accounts receivable - related party $ 419 $ 3,868 Contract assets - related party $ 1,203 $ — Contract assets, noncurrent - related party $ — $ 1,203 Accounts payable $ 5,789 $ 13,957 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 1,258,298 $ 3.76 Exercised (5,227) $ 2.99 Forfeited or expired (301,787) $ 39.38 Outstanding - September 30, 2020 6,571,703 $ 7.69 7.8 $ 50 Vested or expected to vest after September 30, 2020 6,024,158 $ 7.96 7.8 $ 46 Exercisable at September 30, 2020 1,440,934 $ 18.26 6.3 $ 4 |
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 nine months ended September 30, 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 4,333,999 $ 3.74 Released (1,830,077) $ 4.88 Forfeited (563,943) $ 4.35 Outstanding - September 30, 2020 7,722,630 $ 4.19 1.6 Vested or expected to vest after September 30, 2020 7,060,040 $ 4.21 1.6 |
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 and nine months ended September 30, 2020 and 2019 was allocated to research and development expense and sales, general and administrative expense as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2020 2019 2020 2019 Research and development $ 928 $ 663 $ 2,774 $ 2,002 Sales, general and administrative 2,492 2,571 7,081 8,058 Total stock-based compensation expense $ 3,420 $ 3,234 $ 9,855 $ 10,060 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | Aug. 10, 2020 | Jun. 02, 2020 | Jun. 01, 2020 | Mar. 11, 2020 | Jan. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | May 07, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Working capital | $ 27,700,000 | $ (87,500,000) | |||||||
Accumulated deficit | 1,977,075,000 | 1,755,653,000 | |||||||
Principal | 175,296,000 | 297,462,000 | |||||||
Carrying value current long term debt | 36,200,000 | ||||||||
Repayments of debt | $ 37,100,000 | ||||||||
Proceeds from issuance or sale of equity | 190,000,000 | $ 15,000,000 | $ 28,300,000 | ||||||
Payment of accrued interest | 6,100,000 | ||||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | 27,650,000 | $ 42,479,000 | |||||||
Cash and cash equivalents | 38,280,000 | $ 1,632,000 | $ 270,000 | ||||||
Paycheck Protection Plan Loan | Senior Notes | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Debt instrument, face amount | $ 10,000,000 | ||||||||
Foris LSA | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Repayments of debt | $ 200,000,000 | $ 200,000,000 | |||||||
Foris LSA | Senior Notes | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 3 | ||||||||
Rule 144A Convertible Note | Senior Notes | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | $ 9,300,000 | ||||||||
Induced conversion of convertible debt expense | $ 9,100,000 | ||||||||
Second Amendment to Ginkgo Note and Partnership Agreement | Debt Instrument, Redemption, Period One | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Debt instrument, periodic payment | $ 2,100,000 | ||||||||
Second Amendment to Ginkgo Note and Partnership Agreement | Debt Instrument, Redemption, Period Two | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Debt instrument, periodic payment | $ 9,800,000 |
Balance Sheet Details - Allowan
Balance Sheet Details - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Balance at Beginning of Year | $ 45 | $ 642 |
Provisions | 57 | 110 |
Write-offs, Net | 0 | (707) |
Accounts Receivable, Allowance for Credit Loss, Current | $ 102 | $ 45 |
Balance Sheet Details - Invento
Balance Sheet Details - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 7,136 | $ 3,255 |
Work-in-process | 12,083 | 7,204 |
Finished goods | 17,993 | 17,311 |
Inventories | $ 37,212 | $ 27,770 |
Balance Sheet Details - Deferre
Balance Sheet Details - Deferred Cost of Products Sold - Related Party (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred cost of products sold - related party | $ 9,454 | $ 3,677 |
Deferred cost of products sold, noncurrent - related party | 11,858 | 12,815 |
Total | $ 21,312 | $ 16,492 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Apr. 30, 2019 |
Property, Plant and Equipment [Line Items] | |||||||||
Deferred cost of products sold, related party | $ 21,312 | $ 21,312 | $ 21,312 | $ 16,492 | |||||
Supply agreement term (years) | 5 years | ||||||||
Deferred cost of products sold, amortization | 700 | $ 2,000 | 3,000 | ||||||
Right-of-use assets under operating leases | 10,904 | 10,904 | 10,904 | 13,203 | |||||
Operating lease liability | 16,160 | 16,160 | 16,160 | 19,700 | |||||
Operating lease expense | 1,500 | $ 5,900 | 4,600 | $ 14,100 | |||||
Lease, cost | 0 | $ 900 | 0 | 5,200 | |||||
Acquisition of right-of-use assets under operating leases | $ 29,700 | 0 | $ 2,361 | ||||||
Finance lease, right-of-use asset amortization | (3,900) | (3,900) | (3,900) | $ (1,700) | |||||
Proceeds from divestiture of interest in consolidated subsidiaries | 3,300 | ||||||||
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 | $ 6,900 | ||||||
Minimum | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Operating lease remaining lease term (years) | 1 year | 1 year | 1 year | ||||||
Operating lease renewal term (years) | 1 year | 1 year | 1 year | ||||||
Maximum | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Operating lease remaining lease term (years) | 5 years | 5 years | 5 years | ||||||
Operating lease renewal term (years) | 5 years | 5 years | 5 years | ||||||
DSM International B.V. | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Prepaid variable consideration | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 |
Balance Sheet Details - Prepaid
Balance Sheet Details - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepayments, advances and deposits | $ 6,117 | $ 4,726 |
Non-inventory production supplies | 3,746 | 5,376 |
Recoverable taxes from Brazilian government entities | 1,978 | 0 |
Other | 3,053 | 2,648 |
Prepaid expenses and other current assets | $ 14,894 | $ 12,750 |
Balance Sheet Details - Propert
Balance Sheet Details - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 113,534 | $ 112,603 |
Less: accumulated depreciation and amortization | (83,743) | (83,673) |
Property, plant and equipment, net | 29,791 | 28,930 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 48,893 | 48,041 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 43,198 | 41,478 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 10,589 | 9,822 |
Furniture and office equipment, vehicles and land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,485 | 3,510 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7,369 | $ 9,752 |
Balance Sheet Details - Depreci
Balance Sheet Details - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation and amortization expense | $ 1,905 | $ 969 | $ 5,300 | $ 2,691 |
Balance Sheet Details - Right-o
Balance Sheet Details - Right-of-use Assets and Related Lease Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash paid for operating lease liabilities, in thousands | $ 5,759 | $ 15,908 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 0 | $ 32,074 |
Weighted-average remaining lease term | 2 years 8 months 12 days | 2 years 7 months 6 days |
Weighted-average discount rate | 18.00% | 17.50% |
Balance Sheet Details - Maturit
Balance Sheet Details - Maturities of Financing and Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Finance Lease, Liability, Payment, Due [Abstract] | ||
2020 (remaining six months), finance leases | $ 1,086 | |
2021, finance leases | 4,568 | |
2022, financing leases | 0 | |
2023, financing leases | 0 | |
2024, financing leases | 0 | |
Total lease payments, financing leases | 5,654 | |
Less: amount representing interest | (601) | |
Total lease liability, financing leases | 5,053 | |
Financing lease liabilities | 3,882 | $ 3,465 |
Financing lease liabilities, net of current portion | 1,171 | 4,166 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2020 (remaining six months), operating leases | 1,960 | |
2021, operating leases | 7,480 | |
2022, operating leases | 7,657 | |
2023, operating leases | 3,322 | |
2024, operating leases | 151 | |
Total lease payments, operating leases | 20,570 | |
Less: amount representing interest | (4,410) | |
Total lease liability, operating leases | 16,160 | 19,700 |
Operating lease liabilities | 5,051 | 4,625 |
Operating lease liabilities, net of current portion | 11,109 | $ 15,037 |
2020 (remaining six months), total leases | 3,046 | |
2021, total leases | 12,048 | |
2022, total leases | 7,657 | |
2023, total leases | 3,322 | |
2024, total leases | 151 | |
Total lease payments, total leases | 26,224 | |
Less: amount representing interest | (5,011) | |
Total lease liability, total leases | 21,213 | |
Lease liabilities | 8,933 | |
Lease liabilities, net of current portion | $ 12,280 |
Balance Sheet Details - Other A
Balance Sheet Details - Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Equity-method investment | $ 4,054 | $ 4,734 |
Contingent consideration | 0 | 3,303 |
Deposits | 126 | 295 |
Other | 1,179 | 1,373 |
Total other assets | $ 5,359 | $ 9,705 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued interest | $ 8,116 | $ 8,209 |
Ginkgo partnership payments | 951 | 4,319 |
Payroll and related expenses | 7,063 | 7,296 |
Contract termination fees | 4,315 | 5,347 |
Professional services | 1,804 | 2,968 |
Asset retirement obligation | 2,603 | 3,184 |
Tax-related liabilities | 550 | 1,685 |
Other | 3,028 | 3,647 |
Total accrued and other current liabilities | $ 28,430 | $ 36,655 |
Balance Sheet Details - Other N
Balance Sheet Details - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Liability for unrecognized tax benefit | $ 7,440 | $ 7,204 |
Liability in connection with acquisition of equity-method investment | 6,354 | 5,249 |
Ginkgo partnership payments, net of current portion | 7,098 | 4,492 |
Contract liability, net of current portion | 111 | 1,449 |
Refund liability | 0 | 3,750 |
Other | 993 | 880 |
Other noncurrent liabilities | $ 21,996 | $ 23,024 |
Balance Sheet Details - Ginkgo
Balance Sheet Details - Ginkgo partnership payments modification (Details) - USD ($) $ in Thousands | Aug. 10, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | |||
Loss upon extinguishment of debt | $ 51,954 | $ 8,596 | |
Second Amendment to Ginkgo Note and Partnership Agreement | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Debt instrument, periodic payment | $ 2,100 | ||
Second Amendment to Ginkgo Note and Partnership Agreement | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Debt instrument, periodic payment | 9,800 | ||
Second Amendment to Ginkgo Note and Partnership Agreement | Debt Instrument, Redemption, Period Three | |||
Debt Instrument [Line Items] | |||
Debt instrument, periodic payment | 10,400 | ||
Loss upon extinguishment of debt | 100 | ||
Debt instrument, payment, net present value | 11,900 | ||
Other liabilities | 8,100 | ||
Debt instrument, discount accreted to interest expense | $ 3,800 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value, Assets, and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 25,349 | $ 24,392 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivatives bifurcated from debt instruments | 597 | 2,832 |
Freestanding derivative instruments issued in connection with other debt and equity instruments | 3,237 | 6,971 |
Total liabilities measured and recorded at fair value | 87,650 | 60,427 |
Fair Value, Measurements, Recurring | Foris Convertible Note (LSA Amendment) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 58,467 | 0 |
Fair Value, Measurements, Recurring | Senior Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 25,349 | 50,624 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivatives bifurcated from debt instruments | 0 | 0 |
Freestanding derivative instruments issued in connection with other debt and equity instruments | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Foris Convertible Note (LSA Amendment) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Senior Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivatives bifurcated from debt instruments | 0 | 0 |
Freestanding derivative instruments issued in connection with other debt and equity instruments | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Foris Convertible Note (LSA Amendment) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Senior Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivatives bifurcated from debt instruments | 597 | 2,832 |
Freestanding derivative instruments issued in connection with other debt and equity instruments | 3,237 | 6,971 |
Total liabilities measured and recorded at fair value | 87,650 | 60,427 |
Fair Value, Measurements, Recurring | Level 3 | Foris Convertible Note (LSA Amendment) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 58,467 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Senior Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 25,349 | $ 50,624 |
Fair Value Measurement - Fair_2
Fair Value Measurement - Fair Value of Debt — Foris Convertible Note (LSA Amendment) (Details) | Jun. 01, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Loss upon extinguishment of debt | $ (2,606,000) | $ (2,721,000) | $ (51,954,000) | $ (8,596,000) | |||
Extinguishment of debt, gain (loss), net of tax | $ 72,100,000 | ||||||
Debt instrument fair value disclosure | 76,100,000 | 76,100,000 | $ 194,800,000 | ||||
Gain (loss) from change in fair value of debt | 34,360,000 | $ (2,055,000) | 2,908,000 | $ (18,629,000) | |||
Long-term Debt | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value of liability | 25,349,000 | 25,349,000 | $ 50,624,000 | ||||
Foris Convertible Note (LSA Amendment) | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Gain (loss) from change in fair value of debt | $ (23,100,000) | $ (13,600,000) | |||||
Foris Convertible Note (LSA Amendment) | Long-term Debt | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value of liability | $ 81,600,000 | ||||||
Foris Convertible Note (LSA Amendment) | Convertible notes payable | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Debt instrument, convertible, conversion ratio | 3 | ||||||
Loss upon extinguishment of debt | $ (22,000,000) | ||||||
Debt instrument fair value disclosure | $ 50,000,000 | ||||||
Foris Convertible Note (LSA Amendment) | Convertible notes payable | Measurement Input, Stock Price | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Measurement input (percentage) | 2.92 | 2.92 | 4.27 | ||||
Foris Convertible Note (LSA Amendment) | Convertible notes payable | Measurement Input, Discount Rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Measurement input (percentage) | 0.21 | 0.21 | 0.25 | ||||
Foris Convertible Note (LSA Amendment) | Convertible notes payable | Risk-free Interest Rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Measurement input (percentage) | 0.0013 | 0.0013 | 0.0016 | ||||
Foris Convertible Note (LSA Amendment) | Convertible notes payable | Stock Price Volatility | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Measurement input (percentage) | 0.45 | 0.45 | 0.45 | ||||
Foris Convertible Note (LSA Amendment) | Convertible notes payable | Probability of Change in Control | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Measurement input (percentage) | 0.05 | 0.05 | 0.05 |
Fair Value Measurement - Fair_3
Fair Value Measurement - Fair Value of Debt — Senior Convertible Notes (Details) | May 01, 2020$ / sharesshares | Jan. 14, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | May 09, 2020$ / shares | Apr. 30, 2020$ / shares | Mar. 11, 2020$ / shares | Jan. 31, 2020$ / sharesshares | Jan. 13, 2020$ / sharesshares | Dec. 31, 2019USD ($) | May 10, 2019$ / shares |
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 | 1,200,000 | 4,877,386 | |||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 | $ 2.87 | $ 2.87 | ||||||||||
Gain (loss) on extinguishment of debt | $ 2,606,000 | $ 2,721,000 | $ 51,954,000 | $ 8,596,000 | |||||||||
Debt instrument fair value disclosure | 76,100,000 | 76,100,000 | $ 194,800,000 | ||||||||||
(Gain) loss from change in fair value of debt | (34,360,000) | $ 2,055,000 | (2,908,000) | $ 18,629,000 | |||||||||
Long-term Debt | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Fair value of liability | 25,349,000 | 25,349,000 | $ 50,624,000 | ||||||||||
Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 | ||||||||||||
Convertible Senior Notes 6.0% due in 2022 | Convertible notes payable | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Debt instrument, face amount | $ 66,000,000 | ||||||||||||
Gain (loss) on extinguishment of debt | (4,100,000) | ||||||||||||
Senior convertible notes | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
(Gain) loss from change in fair value of debt | 11,300,000 | 10,700,000 | |||||||||||
Senior convertible notes | Convertible notes payable | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Debt instrument, face amount | $ 51,000,000 | 15,000,000 | 15,000,000 | ||||||||||
Debt conversion, converted instrument (in shares) | shares | 2,836,364 | 2,742,160 | |||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 5.02 | $ 2.87 | |||||||||||
Debt issuance costs, gross | $ 1,000,000 | ||||||||||||
Gain (loss) on 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 | ||||||||||||
Debt instrument fair value disclosure | $ 35,800,000 | $ 30,000,000 | $ 30,000,000 | ||||||||||
Senior convertible notes | Convertible notes payable | Measurement Input, Stock Price | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Measurement input (percentage) | 2.90 | 2.92 | 2.92 | ||||||||||
Senior convertible notes | Convertible notes payable | Measurement Input, Discount Rate | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Measurement input (percentage) | 2.26 | 2.33 | 2.33 | ||||||||||
Senior convertible notes | Convertible notes payable | Risk-free Interest Rate | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Measurement input (percentage) | 0.0159 | 0.0011 | 0.0011 | ||||||||||
Senior convertible notes | Convertible notes payable | Stock Price Volatility | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Measurement input (percentage) | 0.45 | 0.45 | 0.45 | ||||||||||
Senior convertible notes | Convertible notes payable | Probability of Principal Repayment in Cash | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Measurement input (percentage) | 0.25 | ||||||||||||
Senior convertible notes | Convertible notes payable | Probability of Principal Repayment in Stock | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Measurement input (percentage) | 0.75 | ||||||||||||
Senior convertible notes | Convertible notes payable | Probability of Change in Control | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Measurement input (percentage) | 0.05 | 0.05 | 0.05 | ||||||||||
Senior convertible notes | Convertible notes payable | Rights Issued In Exchange For Convertible Senior Notes Due 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 | 431,378 | 2,484,321 | |||||||||||
Senior convertible notes | Convertible notes payable | Warrants Issued In Exchange For Convertible Senior Notes Due 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 | 3,000,000 | ||||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 | $ 3.25 | $ 3.25 | ||||||||||
Class of warrant or right, term | 2 years |
Fair Value Measurement - Fair_4
Fair Value Measurement - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Long-term Debt $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | $ 50,624 |
Less: principal paid | (35,980) |
Change in fair value of derivative liabilities | 10,705 |
Fair value, ending balance | $ 25,349 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation for Compound Embedded Derivative Liability (Details) - Debt-related Derivative Liability - Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
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 | 6,498 |
Derecognition on settlement or extinguishment | (21,218) |
Fair value, ending balance | $ 3,834 |
Fair Value Measurement - Freest
Fair Value Measurement - Freestanding Derivative Instruments (Details) - USD ($) | Jun. 02, 2020 | Feb. 28, 2020 | Jan. 31, 2020 | Jan. 14, 2020 | Jan. 13, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | May 29, 2020 | May 28, 2020 | May 09, 2020 | May 01, 2020 | Apr. 30, 2020 | Apr. 06, 2020 | Apr. 05, 2020 | Mar. 11, 2020 | Dec. 31, 2019 | May 10, 2019 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||
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 | $ (2,606,000) | $ (2,721,000) | $ (51,954,000) | $ (8,596,000) | |||||||||||||||||
Related party, percentage ownership in company | 5.00% | 5.00% | |||||||||||||||||||
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 | 350,000,000 | 250,000,000 | 250,000,000 | ||||||||||||||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | $ 2.87 | ||||||||||||||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | $ 27,650,000 | $ 42,479,000 | |||||||||||||||||||
2014 Rule 144A Convertible Note | |||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||
Embedded derivative, fair value of embedded derivative liability | $ 0 | $ 0 | |||||||||||||||||||
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) | 8,710,802 | ||||||||||||||||||||
Warrants and rights outstanding | $ 8,900,000 | ||||||||||||||||||||
Exercise price per share (in dollars per share) | $ 2.87 | ||||||||||||||||||||
Class of warrant or right, term | 12 months | ||||||||||||||||||||
Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | |||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||
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 | $ 2,800,000 | 1,500,000 | ||||||||||||||||||
Fair value adjustment of warrants | 1,300,000 | 200,000 | |||||||||||||||||||
Exercise price per share (in dollars per share) | $ 2.87 | ||||||||||||||||||||
Warrants Issued In Connection With Foris Ventures LLC | |||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 5,200,000 | ||||||||||||||||||||
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 | 37,500,000 | 2,000,000 | ||||||||||||||||||
Fair value adjustment of warrants | 1,800,000 | 1,000,000 | |||||||||||||||||||
Common stock, shares authorized (in shares) | 350,000,000 | 250,000,000 | |||||||||||||||||||
Derivative liability | 3,700,000 | ||||||||||||||||||||
Warrants Issued In Connection with September 2019 and November 2019 Shottenfeld Notes | |||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,900,000 | ||||||||||||||||||||
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 | $ 3,200,000 | 3,200,000 | ||||||||||||||||||
Fair value adjustment of warrants | 2,000,000 | $ 1,800,000 | 100,000 | ||||||||||||||||||
Exercise price per share (in dollars per share) | $ 2.87 | ||||||||||||||||||||
Class of warrant or right, term | 2 years | ||||||||||||||||||||
Convertible Senior Notes 6.0% due in 2022 | Convertible notes payable | |||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||
Debt instrument, face amount | $ 66,000,000 | ||||||||||||||||||||
Loss upon extinguishment of debt | 4,100,000 | ||||||||||||||||||||
Senior convertible notes | |||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 3.50 | $ 5 | |||||||||||||||||||
Senior convertible notes | Convertible notes payable | |||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||
Debt instrument, face amount | 51,000,000 | $ 15,000,000 | $ 15,000,000 | ||||||||||||||||||
Loss upon extinguishment of debt | $ (5,300,000) | ||||||||||||||||||||
Exercise price per share (in dollars per share) | $ 5.02 | $ 2.87 | |||||||||||||||||||
Senior convertible notes | Convertible notes payable | Warrants Issued In Exchange For Convertible Senior Notes Due 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) | 3,000,000 | ||||||||||||||||||||
Exercise price per share (in dollars per share) | $ 3.25 | $ 2.87 | $ 3.25 | ||||||||||||||||||
Class of warrant or right, term | 2 years | ||||||||||||||||||||
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) | 8,800,000 | ||||||||||||||||||||
2014 Rule 144A Convertible Note | |||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||
Debt instrument, face amount | $ 9,300,000 | ||||||||||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 2.87 | $ 56.16 | |||||||||||||||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | $ 9,300,000 | ||||||||||||||||||||
Issuance of common stock upon conversion of debt principal and accrued interest, and the related derecognition of derivative liability to equity (in shares) | 3,246,489 | ||||||||||||||||||||
2014 Rule 144A Convertible Note | Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | |||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||
Warrants and rights outstanding, derivative liability | $ 6,500,000 | ||||||||||||||||||||
2014 Rule 144A Convertible Note | 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 | $ 6,500,000 |
Fair Value Measurement - Bifurc
Fair Value Measurement - Bifurcated Embedded Features in Debt Instruments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Feb. 28, 2020USD ($) | Dec. 31, 2019USD ($)derivative | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Loss upon extinguishment of debt | $ (2,606) | $ (2,721) | $ (51,954) | $ (8,596) | |||
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 | 2,000 | $ 1,800 | 100 | ||||
Warrants and rights outstanding, derivative liability | 3,200 | 3,200 | $ 3,200 | ||||
Four Derivative Liabilities | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Embedded derivative, fair value of embedded derivative liability | 600 | 600 | $ 2,800 | ||||
Loss upon extinguishment of debt | 2,300 | ||||||
Embedded derivative, fair value, collective amount | $ 900 | ||||||
Fair value adjustment of warrants | 100 | ||||||
Four Derivative Liabilities | Warrants Issued In Connection with September 2019 and November 2019 Shottenfeld Notes | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants and rights outstanding, derivative liability | $ 700 | $ 700 | |||||
Maximum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Embedded derivative, number of instruments held | derivative | 4 |
Fair Value Measurement - Market
Fair Value Measurement - Market-based Assumption and Estimates for Compound Embedded Derivative Liabilities Valuation (Details) | Sep. 30, 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] | ||
Embedded derivative liability, measurement input | 0.000013 | 0.0158 |
Risk-free interest rate | 0.0009 | 0.016 |
Minimum | Risk-adjusted Yields | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.250 | 0.200 |
Minimum | Stock Price Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1.17 | 0.94 |
Minimum | Credit spread | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.247 | 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 | 1.75 | 1.51 |
Maximum | Risk-free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.000017 | 0.0167 |
Risk-free interest rate | 0.0017 | 0.017 |
Maximum | Risk-adjusted Yields | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.260 | 0.270 |
Maximum | Stock Price Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1.17 | 1.05 |
Maximum | Credit spread | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.368 | 0.254 |
Maximum | Share Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 4.27 | 4.76 |
Maximum | Measurement Input, Exercise Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 2.87 | 3.90 |
Maximum | Measurement Input, Expected Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 2.26 | 2 |
Fair Value Measurement - Financ
Fair Value Measurement - Financial Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value Disclosures [Abstract] | ||
Combined debt amount | $ 90.6 | $ 195.8 |
Debt instrument fair value disclosure | $ 76.1 | $ 194.8 |
Debt - Debt Components (Details
Debt - Debt Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Feb. 18, 2020 | Jan. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Principal | $ 175,296 | $ 297,462 | |||
Unaccreted debt discount | (4,645) | (20,314) | |||
Debt change in fair value gain loss | $ 1,100 | 3,755 | (15,376) | ||
Net | 174,406 | 261,772 | $ 60,000 | ||
Less: current portion | (31,431) | (63,805) | |||
Long-term debt, net of current portion | 142,975 | 197,967 | |||
Convertible notes payable | |||||
Debt Instrument [Line Items] | |||||
Principal | 30,020 | 66,000 | |||
Unaccreted debt discount | 0 | 0 | |||
Debt change in fair value gain loss | (4,671) | (15,376) | |||
Net | 25,349 | 50,624 | |||
Convertible notes payable | Senior convertible notes | |||||
Debt Instrument [Line Items] | |||||
Principal | 30,020 | 66,000 | |||
Unaccreted debt discount | 0 | 0 | |||
Debt change in fair value gain loss | (4,671) | (15,376) | |||
Net | 25,349 | 50,624 | |||
Related party convertible notes payable | |||||
Debt Instrument [Line Items] | |||||
Principal | 50,041 | 10,178 | |||
Unaccreted debt discount | 0 | 0 | |||
Debt change in fair value gain loss | 8,426 | 0 | |||
Net | 58,467 | 10,178 | |||
Related party convertible notes payable | Foris Convertible Note (LSA Amendment) | |||||
Debt Instrument [Line Items] | |||||
Principal | 50,041 | 0 | |||
Unaccreted debt discount | 0 | 0 | |||
Debt change in fair value gain loss | 8,426 | 0 | |||
Net | 58,467 | 0 | |||
Related party convertible notes payable | 2014 Rule 144A convertible notes | |||||
Debt Instrument [Line Items] | |||||
Principal | 0 | 10,178 | |||
Unaccreted debt discount | 0 | 0 | |||
Debt change in fair value gain loss | 0 | 0 | |||
Net | 0 | 10,178 | |||
Loans payable and credit facilities | |||||
Debt Instrument [Line Items] | |||||
Principal | 33,321 | 48,496 | |||
Unaccreted debt discount | (1,063) | (5,355) | |||
Debt change in fair value gain loss | 0 | 0 | |||
Net | 32,258 | 43,141 | |||
Loans payable and credit facilities | Schottenfeld notes | |||||
Debt Instrument [Line Items] | |||||
Principal | 12,500 | 20,350 | $ 20,400 | ||
Unaccreted debt discount | (269) | (1,315) | |||
Debt change in fair value gain loss | 0 | 0 | |||
Net | 12,231 | 19,035 | |||
Loans payable and credit facilities | Nikko notes | |||||
Debt Instrument [Line Items] | |||||
Principal | 7,868 | 14,318 | |||
Unaccreted debt discount | (794) | (901) | |||
Debt change in fair value gain loss | 0 | 0 | |||
Net | 7,074 | 13,417 | |||
Loans payable and credit facilities | Ginkgo note | |||||
Debt Instrument [Line Items] | |||||
Principal | 12,000 | 12,000 | |||
Unaccreted debt discount | 0 | (3,139) | |||
Debt change in fair value gain loss | 0 | 0 | |||
Net | 12,000 | 8,861 | |||
Loans payable and credit facilities | Other loans payable | |||||
Debt Instrument [Line Items] | |||||
Principal | 953 | 1,828 | |||
Unaccreted debt discount | 0 | 0 | |||
Debt change in fair value gain loss | 0 | 0 | |||
Net | 953 | 1,828 | |||
Related party loans payable | |||||
Debt Instrument [Line Items] | |||||
Principal | 61,914 | 172,788 | |||
Unaccreted debt discount | (3,582) | (14,959) | |||
Debt change in fair value gain loss | 0 | 0 | |||
Net | 58,332 | 157,829 | |||
Related party loans payable | Foris notes | |||||
Debt Instrument [Line Items] | |||||
Principal | 5,000 | 115,351 | |||
Unaccreted debt discount | 0 | (9,516) | |||
Debt change in fair value gain loss | 0 | 0 | |||
Net | 5,000 | 105,835 | |||
Related party loans payable | DSM notes | |||||
Debt Instrument [Line Items] | |||||
Principal | 33,000 | 33,000 | |||
Unaccreted debt discount | (3,007) | (4,621) | |||
Debt change in fair value gain loss | 0 | 0 | |||
Net | 29,993 | 28,379 | |||
Related party loans payable | Naxyris note | |||||
Debt Instrument [Line Items] | |||||
Principal | 23,914 | 24,437 | |||
Unaccreted debt discount | (575) | (822) | |||
Debt change in fair value gain loss | 0 | 0 | |||
Net | $ 23,339 | $ 23,615 |
Debt - Exchange of Senior Conve
Debt - Exchange of Senior Convertible Notes Due 2022 (Details) - USD ($) | May 01, 2020 | Mar. 01, 2020 | Feb. 18, 2020 | Jan. 14, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | May 09, 2020 | Apr. 30, 2020 | Mar. 11, 2020 | Jan. 31, 2020 | Jan. 13, 2020 | May 10, 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 | $ 2.87 | |||||||||||||
Gain (loss) on extinguishment of debt | $ 2,606,000 | $ 2,721,000 | $ 51,954,000 | $ 8,596,000 | ||||||||||||
Debt change in fair value gain loss | $ 1,100,000 | 3,755,000 | $ (15,376,000) | |||||||||||||
Principal | 175,296,000 | 175,296,000 | 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 | (4,671,000) | (15,376,000) | ||||||||||||||
Principal | 30,020,000 | 30,020,000 | 66,000,000 | |||||||||||||
Loans payable and credit facilities | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt change in fair value gain loss | 0 | 0 | ||||||||||||||
Principal | 33,321,000 | 33,321,000 | 48,496,000 | |||||||||||||
Senior convertible notes | Convertible notes payable | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 51,000,000 | 15,000,000 | 15,000,000 | |||||||||||||
Debt conversion, converted instrument (in shares) | 2,836,364 | 2,742,160 | ||||||||||||||
Exercise price per share (in dollars per share) | $ 5.02 | $ 2.87 | ||||||||||||||
Debt issuance costs, gross | $ 1,000,000 | |||||||||||||||
Debt conversion, original debt, amount | $ 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||
Debt instrument, redemption, aggregate net cash proceeds, minimum | 80,000,000 | $ 80,000,000 | ||||||||||||||
Debt instrument, redemption price, percentage | 107.00% | |||||||||||||||
Debt instrument, redemption, required aggregate net cash proceeds, minimum | 50,000,000 | $ 50,000,000 | ||||||||||||||
Gain (loss) on 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 | |||||||||||||||
Debt change in fair value gain loss | (4,671,000) | (15,376,000) | ||||||||||||||
Principal | 30,020,000 | 30,020,000 | 66,000,000 | |||||||||||||
Debt instrument, amortization stock payment price (in dollars per share) | $ 3 | |||||||||||||||
Debt instrument, amortization payment, amount | $ 8,900,000 | $ 10,000,000 | ||||||||||||||
Senior convertible notes | 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) | $ 2.87 | $ 3.25 | $ 3.25 | |||||||||||||
Senior convertible notes | 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) | 431,378 | 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% | |||||||||||||||
Gain (loss) on extinguishment of debt | $ (4,100,000) | |||||||||||||||
Schottenfeld notes | Loans payable and credit facilities | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt change in fair value gain loss | 0 | 0 | ||||||||||||||
Principal | $ 20,400,000 | $ 12,500,000 | $ 12,500,000 | $ 20,350,000 |
Debt - Amendment to Senior Conv
Debt - Amendment to Senior Convertible Notes Due 2022 (Details) - USD ($) | Jun. 04, 2020 | May 01, 2020 | Feb. 18, 2020 | Jan. 14, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | May 09, 2020 | Apr. 30, 2020 | Mar. 11, 2020 | Jan. 31, 2020 | Jan. 13, 2020 | May 10, 2019 |
Debt Instrument, Redemption [Line Items] | |||||||||||||
Non-cash interest expense in connection with release of pre-delivery shares to holder in connection with debt amendment | $ 10,478,000 | $ 0 | |||||||||||
Class of warrant or right, outstanding (in shares) | 49,491,355 | 65,755,629 | |||||||||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | $ 2.87 | ||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,200,000 | 4,877,386 | |||||||||||
Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | |||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||
Exercise price per share (in dollars per share) | $ 2.87 | ||||||||||||
Senior convertible notes | |||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 3.50 | $ 5 | |||||||||||
Debt conversion, converted instrument, pre-delivery (in shares) | 7,500,000 | ||||||||||||
Senior convertible notes | Convertible notes payable | |||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||
Debt conversion, original debt, amount | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | ||||||||||
Debt instrument, redemption, aggregate net cash proceeds, minimum | 80,000,000 | $ 80,000,000 | |||||||||||
Amortization of debt issuance costs | 16,400,000 | ||||||||||||
Debt instrument, redemption, required aggregate net cash proceeds, minimum | $ 50,000,000 | $ 50,000,000 | |||||||||||
Debt instrument, redemption price, percentage | 107.00% | ||||||||||||
Debt conversion, converted instrument (in shares) | 2,836,364 | 2,742,160 | |||||||||||
Debt conversion, converted instrument, pre-delivery (in shares) | 3,536,364 | 1,363,636 | |||||||||||
Non-cash interest expense in connection with release of pre-delivery shares to holder in connection with debt amendment | $ 10,500,000 | ||||||||||||
Class of warrant or right, outstanding (in shares) | 960,225 | ||||||||||||
Exercise price per share (in dollars per share) | $ 5.02 | $ 2.87 | |||||||||||
Payments of Debt Issuance Costs | $ 16,400,000 | ||||||||||||
Senior convertible notes | Convertible notes payable | Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | |||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||
Class of warrant or right, outstanding (in shares) | 2,000,000 | ||||||||||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 3.25 | $ 3.25 | ||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 3,000,000 | ||||||||||||
Senior convertible notes | Convertible notes payable | Rights Issued In Exchange For Convertible Senior Notes Due 2020 | |||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 431,378 | 2,484,321 | |||||||||||
Senior convertible notes | Convertible notes payable | Debt Instrument, Redemption, Period One | |||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||
Debt instrument, redemption price, percentage | 100.00% | ||||||||||||
Senior convertible notes | Convertible notes payable | Debt Instrument, Redemption, Period Two | |||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||
Debt instrument, redemption price, percentage | 105.00% | ||||||||||||
Senior convertible notes | Convertible notes payable | Debt Instrument, Redemption, Period Three | |||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||
Debt instrument, redemption price, percentage | 110.00% | ||||||||||||
Senior convertible notes | Convertible notes payable | Minimum | |||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 5 | ||||||||||||
Senior convertible notes | Convertible notes payable | Maximum | |||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | 3.50 | ||||||||||||
Exercise price per share (in dollars per share) | $ 5.02 | ||||||||||||
Senior convertible notes | Convertible notes payable | Maximum | Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | |||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||
Exercise price per share (in dollars per share) | $ 3.25 | ||||||||||||
Senior convertible notes | Convertible notes payable | Maximum | Debt Instrument, Redemption, Period Three | |||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||
Debt instrument, redemption price, percentage | 115.00% | ||||||||||||
Senior convertible notes | Convertible notes payable | Holders [Member] | |||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||
Amortization of debt issuance costs | $ 5,000,000 | ||||||||||||
Payments of Debt Issuance Costs | $ 5,000,000 | ||||||||||||
Second Amendment to New Notes and the W&F Agreements | Convertible notes payable | |||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||
Debt conversion, converted instrument, pre-delivery (in shares) | 3,536,364 | 700,000 | |||||||||||
Non-cash interest expense in connection with release of pre-delivery shares to holder in connection with debt amendment | $ 10,500,000 |
Debt - Debt Equitization - Fori
Debt - Debt Equitization - Foris Related Party (Details) - USD ($) | Jan. 31, 2020 | Jan. 13, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 11, 2020 |
Debt Instrument [Line Items] | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 25,326,095 | 4,877,386 | 30,694,457 | |||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | $ 2.87 | |||||
Proceeds from exercises of warrants | $ 14,000,000 | $ 3,332,000 | $ 1,000 | |||||
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 | $ (2,606,000) | $ (2,721,000) | $ (51,954,000) | $ (8,596,000) | ||||
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 (in shares) | 5,279,171 | |||||||
Purchase price of sale of stock | $ 15,100,000 | |||||||
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, number of securities called by warrants or rights (in shares) | 8,778,230 | |||||||
Class of warrant or right, term | 12 months | |||||||
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 | 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 - Amendment No. 1 to Foris
Debt - Amendment No. 1 to Foris LSA — Foris, Related Party (Details) - USD ($) | Mar. 11, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 01, 2020 | May 31, 2020 |
Debt Instrument, Redemption [Line Items] | |||||||
Debt instrument, interest rate during period | 12.00% | ||||||
Gain (loss) from change in fair value of debt | $ 34,360,000 | $ (2,055,000) | $ 2,908,000 | $ (18,629,000) | |||
Foris LSA Amendment | |||||||
Debt Instrument, Redemption [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 6.00% | 12.50% | |||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 3 | ||||||
Debt instrument, face amount | $ 22,000,000 | ||||||
Debt instrument, repurchase amount | $ 72,100,000 | ||||||
Gain (loss) from change in fair value of debt | $ 23,100,000 | $ 13,600,000 |
Debt - Schottenfeld Forbearance
Debt - Schottenfeld Forbearance Agreement (Details) - USD ($) | Jun. 05, 2020 | Jun. 01, 2020 | Feb. 28, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Apr. 19, 2020 | Dec. 31, 2019 | Nov. 14, 2019 | Sep. 10, 2019 | Aug. 14, 2019 |
Debt Instrument [Line Items] | ||||||||||||
Forbearance agreement, forbearance period | 60 days | |||||||||||
Forbearance agreement, triggering event, minimum conversion or exchange amount | $ 60,000,000 | |||||||||||
Forbearance agreement, triggering event, minimum conversion or exchange amount, percentage of certain junior outstanding indebtedness | 100.00% | |||||||||||
Forbearance agreement, late fee percentage | 5.00% | |||||||||||
Forbearance agreement, partial payment of interest | $ 150,000 | |||||||||||
Forbearance agreement, forbearance fee | $ 150,000 | |||||||||||
Forbearance agreement, class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 2.87 | |||||||||||
Loss upon extinguishment of debt | $ (2,606,000) | $ (2,721,000) | $ (51,954,000) | $ (8,596,000) | ||||||||
Debt, current | 31,431,000 | 31,431,000 | $ 45,313,000 | |||||||||
Repayments of debt | $ 37,100,000 | |||||||||||
Schottenfeld September 2019 Credit Agreements | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 12,500,000 | 12,500,000 | $ 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 | |||||||||||
Debt, current | $ 20,400,000 | |||||||||||
Repayments of debt | $ 7,900,000 | |||||||||||
Schottenfeld November 2019 Credit and Security Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, additional face amount | $ 7,900,000 | |||||||||||
Debt instrument, fee amount | 200,000 | |||||||||||
Embedded derivative, fair value of embedded derivative liability | $ 200,000 |
Debt - 2014 Rule 144A Note Exch
Debt - 2014 Rule 144A Note Exchange and Extension - Total, Related Party (Details) - USD ($) | Jun. 02, 2020 | Mar. 11, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Apr. 06, 2020 | Jan. 31, 2020 | Jan. 13, 2020 |
Debt Instrument, Redemption [Line Items] | |||||||
Senior notes | $ 10,200,000 | ||||||
Repayments of senior debt, interest portion | 1,500,000 | ||||||
Senior notes, principal amount | 9,100,000 | ||||||
Repayments of senior debt | $ 1,100,000 | ||||||
Debt instrument, interest rate during period | 12.00% | ||||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | $ 2.87 | ||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | $ 27,650,000 | $ 42,479,000 | |||||
2014 Rule 144A Convertible Note | |||||||
Debt Instrument, Redemption [Line Items] | |||||||
Debt instrument, face amount | $ 9,300,000 | ||||||
Issuance of common stock upon conversion of debt principal and accrued interest, and the related derecognition of derivative liability to equity (in shares) | 3,246,489 | ||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | $ 9,300,000 | ||||||
Derivative, fair value, net | $ 6,500,000 | ||||||
2014 Rule 144A Convertible Note | |||||||
Debt Instrument, Redemption [Line Items] | |||||||
Exercise price per share (in dollars per share) | $ 2.87 |
Debt - Ginkgo Waiver Agreement
Debt - Ginkgo Waiver Agreement (Details) - USD ($) $ in Thousands | Aug. 10, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 11, 2020 |
Debt Instrument [Line Items] | ||||
Waiver agreement, past due interest waived | $ 6,700 | |||
Waiver agreement, past due partnership payments plus interest waived | 500 | |||
Waiver agreement, monthly payment amended | 500 | |||
Senior notes, past due payments deferred | $ 7,200 | |||
Loss upon extinguishment of debt | $ 51,954 | $ 8,596 | ||
Convertible promissory notes | Debt Instrument, Redemption, Period Three | ||||
Debt Instrument [Line Items] | ||||
Loss upon extinguishment of debt | $ 2,500 |
Debt - Nikko Secured Loan Agree
Debt - Nikko Secured Loan Agreement Amendment (Details) - USD ($) | Jun. 01, 2020 | Mar. 12, 2020 | Mar. 11, 2020 | Apr. 03, 2020 |
Debt Instrument [Line Items] | ||||
Repayments of debt | $ 37,100,000 | |||
Debt instrument, interest rate during period | 12.00% | |||
Nikko Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Repayments of debt | $ 500,000 | |||
Long term debt, principal amount | $ 4,000,000 | $ 4,000,000 | ||
Debt instrument, interest rate during period | 8.00% | |||
Debt instrument, covenant, accrued interest rate | 2.75% | |||
Debt instrument, covenant, first priority lien | 27.20% |
Debt - Paycheck Protection Plan
Debt - Paycheck Protection Plan Loan (Details) - Paycheck Protection Plan Loan | May 07, 2020USD ($) |
Debt Instrument, Redemption [Line Items] | |
Proceeds from notes payable | $ 10,000,000 |
Debt instrument, interest rate, stated percentage | 1.00% |
Debt instrument, term | 2 years |
Debt - Future Minimum Payments
Debt - Future Minimum Payments (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
2020 (remaining three months) | $ 7,867 |
2021 | 69,623 |
2022 | 115,285 |
2023 | 12,899 |
2024 | 398 |
Thereafter | 1,870 |
Total future minimum payments | 207,942 |
Less: amount representing interest | (32,646) |
Present value of minimum debt payments | 175,296 |
Less: current portion of debt principal | (35,256) |
Noncurrent portion of debt principal | 140,040 |
Convertible notes payable | |
Debt Instrument [Line Items] | |
2020 (remaining three months) | 375 |
2021 | 33,898 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total future minimum payments | 34,273 |
Less: amount representing interest | (4,253) |
Present value of minimum debt payments | 30,020 |
Less: current portion of debt principal | (30,020) |
Noncurrent portion of debt principal | 0 |
Loans Payable and Credit Facilities | |
Debt Instrument [Line Items] | |
2020 (remaining three months) | 5,945 |
2021 | 3,902 |
2022 | 14,768 |
2023 | 12,899 |
2024 | 398 |
Thereafter | 1,870 |
Total future minimum payments | 39,782 |
Less: amount representing interest | (6,460) |
Present value of minimum debt payments | 33,322 |
Less: current portion of debt principal | (5,236) |
Noncurrent portion of debt principal | 28,086 |
Related party convertible notes payable | |
Debt Instrument [Line Items] | |
2020 (remaining three months) | 0 |
2021 | 0 |
2022 | 59,578 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total future minimum payments | 59,578 |
Less: amount representing interest | (9,537) |
Present value of minimum debt payments | 50,041 |
Less: current portion of debt principal | 0 |
Noncurrent portion of debt principal | 50,041 |
Related Party Loans Payable and Credit Facilities | |
Debt Instrument [Line Items] | |
2020 (remaining three months) | 1,547 |
2021 | 31,823 |
2022 | 40,939 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total future minimum payments | 74,309 |
Less: amount representing interest | (12,396) |
Present value of minimum debt payments | 61,913 |
Less: current portion of debt principal | 0 |
Noncurrent portion of debt principal | $ 61,913 |
Debt - Foris $5 Million Note _
Debt - Foris $5 Million Note – Foris, Related Party (Details) - Foris $5 Million Note - Foris notes | Apr. 29, 2020USD ($) |
Debt Instrument, Redemption [Line Items] | |
Debt instrument, face amount | $ 5,000,000 |
Related party ownership percentage | 5.00% |
Debt instrument, interest rate, stated percentage | 12.00% |
Mezzanine Equity (Details Textu
Mezzanine Equity (Details Textual) - Gates Foundation Purchase Agreement $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 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 | $ | $ 0.3 |
Stockholders' Deficit - Foris W
Stockholders' Deficit - Foris Warrant Exercises for Cash (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 02, 2020 | Jun. 01, 2020 | Mar. 11, 2020 | Jan. 31, 2020 | Jan. 13, 2020 | Jan. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Class of Warrant or Right [Line Items] | ||||||||
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 | 1,200,000 | |||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | $ 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 | 30,694,457 | |||||
Proceeds from issuance or sale of equity | $ 190,000 | $ 15,000 | $ 28,300 | |||||
Foris notes | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Issuance of common stock subsequent to exercise of common stock rights warrant in previous period - related party (in shares) | 5,226,481 | |||||||
Foris notes | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Issuance of common stock subsequent to exercise of common stock rights warrant in previous period - related party (in shares) | 5,226,481 |
Stockholders' Deficit - January
Stockholders' Deficit - January 2020 Warrant Amendments and Exercises, Foris Debt Equitization and Private Placement (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2020 | Mar. 11, 2020 | Jan. 31, 2020 | Jan. 13, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | ||||||
Proceeds from issuance or sale of equity | $ 190,000 | $ 15,000 | $ 28,300 | |||
Net | 60,000 | $ 174,406 | $ 261,772 | |||
Interest Payable | $ 9,900 | |||||
Issuance of common stock upon exercise of warrants (in shares) | 25,326,095 | 4,877,386 | 30,694,457 | |||
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 | $ 2.87 | |||
Private Placement | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares issued in sale of stock (in shares) | 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. 13, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 11, 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 | $ 2.87 | ||
Issuance of common stock upon exercise of warrants (in shares) | 25,326,095 | 4,877,386 | 30,694,457 | ||
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) | May 01, 2020USD ($)$ / shares | Jan. 31, 2020USD ($)$ / sharesshares | Jan. 14, 2020USD ($)$ / sharesshares | Jan. 13, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | May 09, 2020$ / shares | Apr. 30, 2020$ / shares | Mar. 11, 2020$ / shares | May 10, 2019$ / shares |
Class of Warrant or Right [Line Items] | ||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | shares | 25,326,095 | 4,877,386 | 30,694,457 | |||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 | $ 2.87 | $ 2.87 | |||||||||
Proceeds from exercises of warrants | $ | $ 14,000,000 | $ 3,332,000 | $ 1,000 | |||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,200,000 | 4,877,386 | ||||||||||
August Foris Credit Agreement | Foris notes | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Extinguishment of debt, amount | $ | $ 60,000,000 | |||||||||||
Line of credit facility, maximum borrowing capacity | $ | $ 19,000,000 | |||||||||||
Senior convertible notes | Convertible notes payable | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 5.02 | $ 2.87 | ||||||||||
Senior convertible notes | Maximum | Convertible notes payable | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 5.02 | |||||||||||
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 (in shares) | shares | 5,279,171 | |||||||||||
Purchase price of sale of stock | $ | $ 15,100,000 | |||||||||||
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 | $ | $ 54,800,000 | |||||||||||
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 | $ | $ 69,900,000 | |||||||||||
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 | $ | 69,900,000 | |||||||||||
Warrants and rights outstanding | $ | $ 8,900,000 | |||||||||||
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 | 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 | 0.0145 | |||||||||||
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) | $ / shares | $ 2.87 | |||||||||||
Fair value adjustment of warrants | $ | $ 1,300,000 | $ 200,000 | ||||||||||
Warrants and rights outstanding | $ | $ 4,100,000 | |||||||||||
Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | Senior convertible notes | Convertible notes payable | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 | $ 3.25 | $ 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 | |||||||||||
Fair value of modification to previously issued common stock warrants | $ | $ 1,100,000 | |||||||||||
Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | Senior convertible notes | Maximum | Convertible notes payable | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 3.25 |
Stockholders' Deficit - Increas
Stockholders' Deficit - Increase in Authorized Common Stock (Details) - shares | Sep. 30, 2020 | May 29, 2020 | May 28, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||||
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 | 250,000,000 | 250,000,000 |
Stockholders' Deficit - Total C
Stockholders' Deficit - Total Conversion Price Reduction and Subsequent Conversion into Common Stock (Details) - USD ($) | Jun. 02, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Apr. 06, 2020 | Apr. 05, 2020 | Dec. 31, 2019 |
Debt Conversion [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 239,185,985 | 117,742,677 | ||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | $ 27,650,000 | $ 42,479,000 | ||||
2014 Rule 144A Convertible Note | ||||||
Debt Conversion [Line Items] | ||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 2.87 | $ 56.16 | ||||
Debt instrument, face amount | $ 9,300,000 | |||||
Common stock, shares outstanding (in shares) | 3,246,489 | |||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | $ 9,300,000 | |||||
Derivative, fair value, net | $ 6,500,000 |
Stockholders' Deficit - June 20
Stockholders' Deficit - June 2020 PIPE (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 17, 2020 | Jun. 05, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
June 2020 PIPE | ||||
Class of Stock [Line Items] | ||||
Stockholders' ownership of company stock | 5.00% | |||
Number of shares issued in sale of stock (in shares) | 32,614,573 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Purchase price of sale of stock | $ 190 | |||
June 2020 PIPE | Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Sale of stock, price per share (in dollars per share) | $ 1,000 | |||
Series E Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Number of shares issued in sale of stock (in shares) | 34,052,084 | 102,156 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Conversion of stock, shares converted (in shares) | 102,156 | 34,052,070 | ||
Sale of stock, consideration received per transaction | $ 200 | |||
Series E Convertible Preferred Stock | Common Stock | ||||
Class of Stock [Line Items] | ||||
Sale of stock, price per share (in dollars per share) | $ 3 | |||
Series E Convertible Preferred Stock | Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Sale of stock, price per share (in dollars per share) | $ 1,000 |
Stockholders' Deficit - Janua_2
Stockholders' Deficit - January 2020 Private Placement (Details) - USD ($) | Jun. 01, 2020 | May 01, 2020 | Jan. 31, 2020 | Jan. 14, 2020 | Sep. 30, 2020 | May 09, 2020 | Apr. 30, 2020 | Mar. 11, 2020 | Jan. 13, 2020 | May 10, 2019 |
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 | $ 2.87 | |||||||
Repayments of debt | $ 37,100,000 | |||||||||
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 | Convertible notes payable | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Exercise price per share (in dollars per share) | $ 5.02 | $ 2.87 | ||||||||
Debt instrument, face amount | $ 51,000,000 | $ 15,000,000 | ||||||||
Debt conversion, converted instrument (in shares) | 2,836,364 | 2,742,160 | ||||||||
Repayments of debt | $ 15,200,000 | |||||||||
Senior convertible notes | 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) | 431,378 | 2,484,321 | ||||||||
Senior convertible notes | 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) | $ 2.87 | $ 3.25 | $ 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 (in shares) | 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 - Release
Stockholders' Deficit - Release of Pre-Delivery Shares and Amendment to Warrants Issued to Holders of Senior Convertible Notes Due 2022 (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 04, 2020 | May 01, 2020 | Jan. 14, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | May 09, 2020 | Apr. 30, 2020 | Apr. 06, 2020 | Apr. 05, 2020 | Mar. 11, 2020 | Jan. 31, 2020 | Jan. 13, 2020 | Dec. 31, 2019 | May 10, 2019 |
Class of Warrant or Right [Line Items] | ||||||||||||||||
Non-cash interest expense in connection with release of pre-delivery shares to holder in connection with debt amendment | $ 10,478 | $ 0 | ||||||||||||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | $ 2.87 | |||||||||||||
Class of warrant or right, outstanding (in shares) | 49,491,355 | 65,755,629 | ||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,200,000 | 4,877,386 | ||||||||||||||
Senior convertible notes | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Debt conversion, converted instrument, pre-delivery (in shares) | 7,500,000 | |||||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 3.50 | $ 5 | ||||||||||||||
Senior convertible notes | Convertible notes payable | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Debt conversion, converted instrument, pre-delivery (in shares) | 3,536,364 | 1,363,636 | ||||||||||||||
Debt conversion, converted instrument (in shares) | 2,836,364 | 2,742,160 | ||||||||||||||
Non-cash interest expense in connection with release of pre-delivery shares to holder in connection with debt amendment | $ 10,500 | |||||||||||||||
Exercise price per share (in dollars per share) | $ 5.02 | $ 2.87 | ||||||||||||||
Class of warrant or right, outstanding (in shares) | 960,225 | |||||||||||||||
Return of pre-delivery shares previously issued in connection with debt agreement (in shares) | 2,600,000 | |||||||||||||||
Senior convertible notes | Convertible notes payable | One Holder | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Debt conversion, converted instrument, pre-delivery (in shares) | 700,000 | |||||||||||||||
Second Amendment to New Notes and the W&F Agreements | Convertible notes payable | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Debt conversion, converted instrument, pre-delivery (in shares) | 3,536,364 | 700,000 | ||||||||||||||
Non-cash interest expense in connection with release of pre-delivery shares to holder in connection with debt amendment | $ 10,500 | |||||||||||||||
2014 Rule 144A Convertible Note | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 2.87 | $ 56.16 | ||||||||||||||
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 | |||||||||||||||
Fair value adjustment of warrants | $ 1,300 | $ 200 | ||||||||||||||
Warrants Issued In Exchange For Convertible Senior Notes Due 2020 | Senior convertible notes | Convertible notes payable | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Exercise price per share (in dollars per share) | $ 2.87 | $ 3.25 | $ 3.25 | |||||||||||||
Class of warrant or right, outstanding (in shares) | 2,000,000 | |||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 3,000,000 | |||||||||||||||
Rights Issued In Exchange For Convertible Senior Notes Due 2020 | Senior convertible notes | Convertible notes payable | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 431,378 | 2,484,321 |
Stockholders' Deficit - Series
Stockholders' Deficit - Series E Convertible Preferred Stock and Amendment to Articles of Incorporation or Bylaws (Details) - Preferred Stock - June 2020 PIPE - USD ($) $ / shares in Units, $ in Millions | Jun. 05, 2020 | Jun. 04, 2020 | Jun. 01, 2020 |
Class of Stock [Line Items] | |||
Sale of stock, price per share (in dollars per share) | $ 1,000 | ||
Convertible preferred stock, shares issued upon conversion (in shares) | 333.33 | ||
Debt instrument, convertible, threshold percentage of stock price trigger | 19.99% | ||
Debt instrument, convertible, beneficial conversion feature | $ 67.2 | ||
Stock price (in dollars per share) | $ 4.88 | $ 5.35 | |
Debt instrument, convertible, conversion price (in dollars per share) | $ 3 |
Stockholders' Deficit - Warra_3
Stockholders' Deficit - Warrant Activity (Details) - $ / shares | Jan. 31, 2020 | Jan. 13, 2020 | Sep. 30, 2020 | Mar. 11, 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) | (30,694,457) | |
Expiration (in shares) | (7,219,778) | |||
Number outstanding, ending balance (in shares) | 49,491,355 | |||
Exercise price per share (in dollars per share) | $ 2.87 | $ 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) | $ 2.87 | |||
High trail/Silverback warrants due January 14,2022 | ||||
Class of Warrant or Right [Line Items] | ||||
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 | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price per share (in dollars per share) | $ 4.76 | |||
April 2019 PIPE warrants | ||||
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-June 2019 6% Note Exchange warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price per share (in dollars per share) | $ 2.87 | |||
May-June 2019 6% Note Exchange warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price per share (in dollars per share) | 5.12 | |||
April 2019 PIPE warrants due April 29, 2021 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price per share (in dollars per share) | $ 4.76 | |||
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) | $ 2.87 | |||
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) | (7,219,778) | |||
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 | |||
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) | (133,334) | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 0.15 | |||
Number outstanding, ending balance (in shares) | 0 | |||
Exercise price per share (in dollars per share) | $ 0 | |||
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) | (72,650) | |||
Expiration (in shares) | 0 | |||
Exercise price per share of warrant exercised (in dollars per share) | $ 0.15 | |||
Number outstanding, ending balance (in shares) | 0 | |||
Exercise price per share (in dollars per share) | $ 0 | |||
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Net loss | $ (23,156) | $ (59,562) | $ (221,422) | $ (163,893) |
Deemed Dividend related to Preferred Shareholder on Issuance and Modifications of Common Stock Warrants | 0 | 0 | 0 | (34,964) |
Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock | (67,151) | 0 | (67,151) | 0 |
Add: losses allocated to participating securities | 6,832 | 1,655 | 15,369 | 6,233 |
Net loss attributable to Amyris, Inc. common stockholders, basic | (83,475) | (57,907) | (273,204) | (192,624) |
Adjustment to earnings allocated to participating securities | 744 | 0 | 120 | 0 |
Interest on convertible debt | 1,081 | 0 | 317 | 0 |
Gain from change in fair value of debt | (17,221) | 0 | (5,945) | 0 |
Net loss attributable to Amyris, Inc. common stockholders, diluted | $ (98,871) | $ (57,907) | $ (278,712) | $ (192,624) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic (in shares) | 227,267,553 | 103,449,612 | 189,192,973 | 91,344,150 |
Loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.37) | $ (0.56) | $ (1.44) | $ (2.11) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted (in shares) | 242,732,234 | 103,449,612 | 191,506,499 | 91,344,150 |
Effect of dilutive convertible debt (in shares) | 15,464,681 | 0 | 2,313,526 | 0 |
Diluted loss per share (in dollars per share) | $ (0.41) | $ (0.56) | $ (1.46) | $ (2.11) |
Loss Per Share - Antidilutive S
Loss Per Share - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 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) | 59,536,735,000 | 79,769,300,000 | 68,111,134,000 | 79,769,300,000 |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted (in shares) | 242,732,234 | 103,449,612 | 191,506,499 | 91,344,150 |
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) | 43,298,741,000 | 52,612,330,000 | 43,298,741,000 | 52,612,330,000 |
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) | 0 | 14,259,214,000 | 8,574,399,000 | 14,259,214,000 |
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) | 6,571,703,000 | 5,398,834,000 | 6,571,703,000 | 5,398,834,000 |
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) | 7,722,630,000 | 4,543,190,000 | 7,722,630,000 | 4,543,190,000 |
Period-end Preferred Shares | ||||
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 | 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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 34,258 | $ 34,953 | $ 93,393 | $ 112,021 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 21,022 | 19,041 | 49,831 | 38,821 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,234 | 6,268 | 25,887 | 57,132 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,478 | 7,187 | 14,625 | 13,053 |
Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,298 | 2,300 | 2,546 | 2,821 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 226 | 157 | 504 | 194 |
Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 27,577 | 17,363 | 70,619 | 41,367 |
Renewable Products | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 20,759 | 9,927 | 49,568 | 22,806 |
Renewable Products | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,752 | 2,609 | 10,100 | 7,565 |
Renewable Products | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,542 | 2,398 | 7,901 | 8,015 |
Renewable Products | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,298 | 2,272 | 2,546 | 2,787 |
Renewable Products | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 226 | 157 | 504 | 194 |
Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,563 | 2,305 | 9,714 | 43,387 |
Licenses and Royalties | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Licenses and Royalties | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,563 | 2,305 | 9,714 | 43,387 |
Licenses and Royalties | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Licenses and Royalties | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Licenses and Royalties | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Grants and Collaborations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,118 | 15,285 | 13,060 | 27,267 |
Grants and Collaborations | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 263 | 9,114 | 263 | 16,015 |
Grants and Collaborations | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 919 | 1,354 | 6,073 | 6,180 |
Grants and Collaborations | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,936 | 4,789 | 6,724 | 5,038 |
Grants and Collaborations | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 28 | 0 | 34 |
Grants and Collaborations | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue Recognition and Contact
Revenue Recognition and Contact Assets and Liabilities - Narrative (Details) - USD ($) $ in Thousands | May 02, 2019 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Apr. 30, 2019 | Mar. 18, 2019 |
Disaggregation of Revenue [Line Items] | |||||||||
Revenue | $ 34,258 | $ 34,953 | $ 93,393 | $ 112,021 | |||||
Contract assets | 2,082 | 2,082 | $ 8,485 | ||||||
Cost of products sold | 25,822 | 20,654 | 60,710 | 53,482 | |||||
Interest expense | 6,627 | 16,857 | 41,747 | 44,608 | |||||
Revenue, remaining performance obligation, constrained variable consideration | 302,100 | 302,100 | |||||||
Licenses and Royalties | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Revenue | 3,563 | 2,305 | 9,714 | 43,387 | |||||
Grants and Collaborations | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Revenue | 3,118 | $ 15,285 | 13,060 | $ 27,267 | |||||
DSM International B.V. | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Contract with customer, liability | 12,500 | 12,500 | $ 12,500 | ||||||
Contract with customer, liability, cumulative catch-up adjustment to revenue, modification of contract | $ 3,800 | 37,100 | $ 8,800 | ||||||
Yifan | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Estimated total unconstrained transaction price | 21,000 | 21,000 | |||||||
Yifan | Grants and Collaborations | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Revenue | 1,900 | 6,700 | |||||||
Contract assets | 1,800 | 1,800 | |||||||
Revenue from contract with customer, cumulative to date | 12,800 | ||||||||
The Cannabinoid Agreement | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Contract assets | 8,300 | 8,300 | |||||||
The Cannabinoid Agreement | Lavvan | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Agreement amount | $ 300,000 | ||||||||
Estimated total unconstrained transaction price | $ 145,000 | ||||||||
Revenue | $ 18,300 | ||||||||
Variable consideration related to milestones | 282,000 | 282,000 | |||||||
Contract assets | 8,300 | 8,300 | |||||||
Collaborative Arrangement | DSM International B.V. | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Estimated total unconstrained transaction price | 14,100 | 14,100 | |||||||
Revenue from contract with customer, cumulative to date | $ 9,900 | $ 9,900 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 34,258 | $ 34,953 | $ 93,393 | $ 112,021 |
Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 15,060 | 22,280 | 38,405 | 79,365 |
DSM - related party | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 838 | 844 | 8,962 | 44,190 |
Sephora | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,501 | 2,625 | 10,389 | 6,369 |
Firmenich | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,662 | 7,261 | 13,726 | 10,937 |
Givaudan | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,059 | 3,312 | 5,328 | 6,127 |
Revenue from all other customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 19,198 | 12,673 | 54,988 | 32,656 |
Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 27,577 | 17,363 | 70,619 | 41,367 |
Renewable Products | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,747 | 10,493 | 23,218 | 18,937 |
Renewable Products | DSM - related party | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 88 | 0 | 193 | 2 |
Renewable Products | Sephora | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,501 | 2,625 | 10,389 | 6,369 |
Renewable Products | Firmenich | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,099 | 4,556 | 7,308 | 6,439 |
Renewable Products | Givaudan | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,059 | 3,312 | 5,328 | 6,127 |
Renewable Products | Revenue from all other customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 16,830 | 6,870 | 47,401 | 22,430 |
Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,563 | 2,305 | 9,714 | 43,387 |
Licenses and Royalties | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,563 | 2,305 | 9,714 | 43,387 |
Licenses and Royalties | DSM - related party | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 3,750 | 40,302 |
Licenses and Royalties | Firmenich | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,563 | 2,305 | 5,964 | 3,085 |
Grants and Collaborations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,118 | 15,285 | 13,060 | 27,267 |
Grants and Collaborations | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 750 | 9,482 | 5,473 | 17,041 |
Grants and Collaborations | DSM - related party | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 750 | 844 | 5,019 | 3,886 |
Grants and Collaborations | Sephora | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Grants and Collaborations | Firmenich | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 400 | 454 | 1,413 |
Grants and Collaborations | Givaudan | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | ||
Grants and Collaborations | Revenue from all other customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 2,368 | $ 5,803 | $ 7,587 | $ 10,226 |
Revenue Recognition and Contr_5
Revenue Recognition and Contract Assets and Liabilities - Contract Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 27,365 | $ 16,322 |
Accounts receivable - related party, net | 419 | 3,868 |
Contract assets | 2,082 | 8,485 |
Contract assets - related party | 1,203 | 0 |
Contract assets, noncurrent - related party | 0 | 1,203 |
Contract liabilities | 4,430 | 1,353 |
Contract liability, net of current portion | $ 111 | $ 1,449 |
Revenue Recognition and Contr_6
Revenue Recognition and Contract Assets and Liabilities - Remaining Performance Obligations (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 9,181 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 1,928 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 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 | $ 5,052 |
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 | $ 1,630 |
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 ($) | Sep. 30, 2020 | Jan. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||
Principal | $ 175,296,000 | $ 297,462,000 | |
Change in Fair Value | 25,349,000 | 24,392,000 | |
Net | 174,406,000 | $ 60,000,000 | 261,772,000 |
Foris $5 Million Note | Foris notes | |||
Related Party Transaction [Line Items] | |||
Debt instrument, face amount | 5,000,000 | ||
Related Party Debt | |||
Related Party Transaction [Line Items] | |||
Principal | 111,955,000 | 182,966,000 | |
Unaccreted Debt Discount | (3,582,000) | (14,959,000) | |
Change in Fair Value | 8,426,000 | 0 | |
Net | 116,799,000 | 168,007,000 | |
Foris notes | Related Party Debt | Foris notes | |||
Related Party Transaction [Line Items] | |||
Principal | 55,041,000 | 115,351,000 | |
Unaccreted Debt Discount | 0 | (9,516,000) | |
Change in Fair Value | 8,426,000 | 0 | |
Net | 63,467,000 | 105,835,000 | |
DSM International B.V. | Related Party Debt | DSM notes | |||
Related Party Transaction [Line Items] | |||
Principal | 33,000,000 | 33,000,000 | |
Unaccreted Debt Discount | (3,007,000) | (4,621,000) | |
Change in Fair Value | 0 | 0 | |
Net | 29,993,000 | 28,379,000 | |
Naxyris note | Related Party Debt | Naxyris note | |||
Related Party Transaction [Line Items] | |||
Principal | 23,914,000 | 24,437,000 | |
Unaccreted Debt Discount | (575,000) | (822,000) | |
Change in Fair Value | 0 | 0 | |
Net | 23,339,000 | 23,615,000 | |
Total | Related Party Debt | 2014 Rule 144A convertible notes | |||
Related Party Transaction [Line Items] | |||
Principal | 0 | 10,178,000 | |
Unaccreted Debt Discount | 0 | 0 | |
Change in Fair Value | 0 | 0 | |
Net | $ 0 | $ 10,178,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - shares | Aug. 17, 2020 | Jun. 05, 2020 | Aug. 31, 2020 | Jun. 30, 2020 | Jan. 31, 2020 |
Series E Convertible Preferred Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued in sale of stock (in shares) | 34,052,084 | 102,156 | |||
Foris notes | |||||
Related Party Transaction [Line Items] | |||||
Issuance of common stock subsequent to exercise of common stock rights warrant in previous period - related party (in shares) | 5,226,481 | ||||
Foris notes | Series E Convertible Preferred Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued in sale of stock (in shares) | 9,999,999 | 30,000 | |||
Vivo Capital LLC | Series E Convertible Preferred Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued in sale of stock (in shares) | 8,932.32 | ||||
Vivo Capital LLC | Series E Convertible Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued in sale of stock (in shares) | 2,977,442 | 3,689,225 |
Related Party Transactions - _2
Related Party Transactions - Related Party Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Due to related parties, current | $ 0 | $ 18,492 |
DSM International B.V. | Accounts receivable - related party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, unbilled, related party | 419 | 3,868 |
DSM International B.V. | Contract assets - related party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, unbilled, related party | 1,203 | 0 |
DSM International B.V. | Contract assets, noncurrent - related party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, unbilled, related party | 0 | 1,203 |
DSM International B.V. | Accounts payable | ||
Related Party Transaction [Line Items] | ||
Due to related parties, current | $ 5,789 | $ 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 9 months 18 days | 7 years 9 months 18 days |
Outstanding, aggregate intrinsic value, in thousands | $ 50 | $ 24 |
Granted (in shares) | 1,258,298 | |
Granted, weighted average grant-date fair value (in dollars per share) | $ 3.76 | |
Exercised (in shares) | (5,227) | |
Exercised, weighted average grant-date fair value (in dollars per share) | $ 2.99 | |
Forfeited or expired (in shares) | (301,787) | |
Forfeited or expired, weighted average grant-date fair value (in dollars per share) | $ 39.38 | |
Outstanding, ending balance (in shares) | 6,571,703 | 5,620,419 |
Outstanding, weighted average exercise price (in dollars per share) | $ 7.69 | $ 10.27 |
Vested or expected to vest (in shares) | 6,024,158 | |
Vested or expected to vest, weighted average grant-date fair value (in dollars per share) | $ 7.96 | |
Vested or expected to vest, weighted average remaining contractual life | 7 years 9 months 18 days | |
Vested or expected to vest, aggregate intrinsic value, in thousands | $ 46 | |
Exercisable (in shares) | 1,440,934 | |
Exercisable, weighted average grant-date fair value (in dollars per share) | $ 18.26 | |
Exercisable, weighted average remaining contractual life | 6 years 3 months 18 days | |
Exercisable, aggregate intrinsic value, in thousands | $ 4 |
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 7 months 6 days | 1 year 8 months 12 days |
Awarded, RSUs (in shares) | 4,333,999 | |
Awarded, weighted average grant-date fair value (in dollars per share) | $ 3.74 | |
RSUs released (in shares) | (1,830,077) | |
RSUs released, weighted average grant-date fair value (in dollars per share) | $ 4.88 | |
RSUs forfeited (in shares) | (563,943) | |
RSUs forfeited, weighted average grant-date fair value (in dollars per share) | $ 4.35 | |
Outstanding, RSUs (in shares) | 7,722,630 | 5,782,651 |
Outstanding, weighted average grant-date fair value (in dollars per share) | $ 4.19 | $ 4.77 |
Vested or expected to vest (in shares) | 7,060,040 | |
Vested or expected to vest, weighted average grant-date fair value (in dollars per share) | $ 4.21 | |
Vested or expected to vest, weighted average remaining contractual life | 1 year 7 months 6 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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 3,420 | $ 3,234 | $ 9,855 | $ 10,060 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 928 | 663 | 2,774 | 2,002 |
Sales, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 2,492 | $ 2,571 | $ 7,081 | $ 8,058 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2020 | May 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 | $ 33.6 | |||
Weighted-average period | 2 years 7 months 6 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 | 0.50% | 5.00% | ||
Automatic annual increase reserved for issuance (in shares) | 588,713 | |||
2020 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for grant (in shares) | 9,896,751 |
Subsequent Events (Details)
Subsequent Events (Details) - Second Amendment to Ginkgo Note and Partnership Agreement - USD ($) $ in Millions | Aug. 10, 2020 | Aug. 09, 2020 |
Subsequent Event [Line Items] | ||
Debt instrument, interest rate, stated percentage | 9.00% | 12.00% |
Debt Instrument, Redemption, Period One | ||
Subsequent Event [Line Items] | ||
Debt instrument, periodic payment | $ 2.1 | |
Debt Instrument, Redemption, Period Two | ||
Subsequent Event [Line Items] | ||
Debt instrument, periodic payment | 9.8 | |
Debt Instrument, Redemption, Period Three | ||
Subsequent Event [Line Items] | ||
Debt instrument, face amount | 12 | |
Debt instrument, periodic payment | $ 10.4 |