Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 03, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-34885 | |
Entity Registrant Name | AMYRIS, INC. | |
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 | |
City Area Code | 510 | |
Local Phone Number | 450-0761 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | AMRS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 308,238,879 | |
Entity Central Index Key | 0001365916 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 114,887 | $ 30,152 |
Restricted cash | 286 | 309 |
Accounts receivable, net of allowance of $939 and $137, respectively | 34,920 | 32,846 |
Accounts receivable - related party, net of allowance of $0 and $0, respectively | 10,841 | 12,110 |
Contract assets | 3,513 | 4,178 |
Contract assets - related party | 2,000 | 1,203 |
Inventories | 72,062 | 42,862 |
Deferred cost of products sold - related party | 9,182 | 9,801 |
Prepaid expenses and other current assets | 30,373 | 13,103 |
Total current assets | 278,064 | 146,564 |
Property, plant and equipment, net | 53,124 | 32,875 |
Deferred cost of products sold, noncurrent - related party | 3,061 | 9,939 |
Restricted cash, noncurrent | 961 | 961 |
Recoverable taxes from Brazilian government entities | 13,005 | 8,641 |
Right-of-use assets under financing leases, net | 7,996 | 9,994 |
Right-of-use assets under operating leases, net | 10,989 | 10,136 |
Goodwill | 128,692 | 0 |
Intangible assets, net | 39,662 | 0 |
Other assets | 6,753 | 3,704 |
Total assets | 542,307 | 222,814 |
Current liabilities: | ||
Accounts payable | 80,645 | 41,045 |
Accrued and other current liabilities | 62,681 | 30,707 |
Financing lease liabilities | 1,182 | 4,170 |
Operating lease liabilities | 6,786 | 5,226 |
Contract liabilities | 3,486 | 4,468 |
Debt, current portion (includes instrument measured at fair value of $0 and $53,387, respectively) | 24,614 | 54,748 |
Related party debt, current portion | 280,633 | 22,689 |
Total current liabilities | 460,027 | 163,053 |
Long-term debt, net of current portion | 12,099 | 26,170 |
Related party debt, net of current portion (includes instrument measured at fair value of $0 and $123,164, respectively) | 5,000 | 159,452 |
Financing lease liabilities, net of current portion | 63 | 0 |
Operating lease liabilities, net of current portion | 7,722 | 9,732 |
Derivative liabilities | 21,465 | 8,698 |
Acquisition-related contingent consideration (Note 3 and Note 7) | 65,077 | 0 |
Other noncurrent liabilities | 24,179 | 22,754 |
Total liabilities | 595,632 | 389,859 |
Commitments and contingencies | ||
Mezzanine equity: | ||
Contingently redeemable common stock | 5,000 | 5,000 |
Contingently redeemable noncontrolling interest | 28,520 | 0 |
Stockholders’ deficit: | ||
Preferred stock - $0.0001 par value, 5,000,000 shares authorized as of September 30, 2021 and December 31, 2020; — shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock - $0.0001 par value, 350,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 307,832,019 and 244,951,446 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 31 | 24 |
Additional paid-in capital | 2,358,441 | 1,957,224 |
Accumulated other comprehensive loss | (52,134) | (47,375) |
Accumulated deficit | (2,395,506) | (2,086,692) |
Total Amyris, Inc. stockholders’ deficit | (89,168) | (176,819) |
Noncontrolling interest | 2,323 | 4,774 |
Total stockholders' deficit | (86,845) | (172,045) |
Total liabilities, mezzanine equity and stockholders' deficit | $ 542,307 | $ 222,814 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 939 | $ 137 |
Accounts receivable, allowance, related parties | 0 | 0 |
Fair value of debt | 0 | 53,387 |
Related party debt, net, fair value | $ 0 | $ 123,164 |
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) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, shares issued (in shares) | 307,832,019 | 307,832,019 |
Common stock, shares outstanding (in shares) | 244,951,446 | 244,951,446 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Revenue | $ 47,866 | $ 34,258 | $ 277,041 | $ 93,393 |
Cost and operating expenses: | ||||
Cost of products sold | 40,252 | 25,822 | 93,332 | 60,710 |
Research and development | 23,824 | 18,197 | 69,580 | 52,288 |
Sales, general and administrative | 70,635 | 38,321 | 162,897 | 100,838 |
Total cost and operating expenses | 134,711 | 82,340 | 325,809 | 213,836 |
Loss from operations | (86,845) | (48,082) | (48,768) | (120,443) |
Other income (expense): | ||||
Interest expense | (4,321) | (6,627) | (14,857) | (41,747) |
Gain (loss) from change in fair value of derivative instruments | 4,778 | 1,999 | (12,826) | (6,498) |
Gain (loss) from change in fair value of debt | 52,294 | 34,360 | (204,359) | 2,908 |
Loss upon extinguishment of debt | (680) | (2,606) | (27,058) | (51,954) |
Other income (expense), net | 690 | (49) | 40 | 1,452 |
Total other income (expense), net | 52,761 | 27,077 | (259,060) | (95,839) |
Loss before income taxes and loss from investment in affiliate | (34,084) | (21,005) | (307,828) | (216,282) |
Provision for income taxes | (58) | (83) | (170) | (273) |
Income (loss) from investment in affiliate | 181 | (366) | (567) | (1,058) |
Net loss | (33,961) | (21,454) | (308,565) | (217,613) |
Less: income (loss) attributable to noncontrolling interest | 1,017 | (1,702) | (249) | (3,809) |
Net loss attributable to Amyris, Inc. | (32,944) | (23,156) | (308,814) | (221,422) |
Less: loss allocated to participating securities | 0 | 6,832 | 787 | 15,369 |
Net loss attributable to Amyris, Inc. common stockholders, basic | $ (32,944) | $ (83,475) | $ (308,027) | $ (273,204) |
Earnings Per Share, Basic [Abstract] | ||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.11) | $ (0.37) | $ (1.07) | $ (1.44) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic (in shares) | 300,888,579 | 227,267,553 | 286,919,463 | 189,192,973 |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.27) | $ (0.41) | $ (1.07) | $ (1.46) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted (in shares) | 317,568,913 | 242,732,234 | 286,919,463 | 191,506,499 |
Renewable Products | ||||
Revenue: | ||||
Revenue | $ 36,508 | $ 27,577 | $ 101,859 | $ 70,619 |
Licenses and Royalties | ||||
Revenue: | ||||
Revenue | 6,006 | 3,563 | 160,806 | 9,714 |
Collaborations, Grants and Other | ||||
Revenue: | ||||
Revenue | $ 5,352 | $ 3,118 | $ 14,376 | $ 13,060 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues, related party | $ 14,214 | $ 838 | $ 168,107 | $ 8,962 |
Renewable Products | ||||
Revenues, related party | 6,214 | 88 | 12,495 | 193 |
Licenses and Royalties | ||||
Revenues, related party | 6,000 | 0 | 149,612 | 3,750 |
Collaborations, Grants and Other | ||||
Revenues, related party | $ 2,000 | $ 750 | $ 6,000 | $ 5,019 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Comprehensive loss: | ||||
Net loss | $ (33,961) | $ (21,454) | $ (308,565) | $ (217,613) |
Foreign currency translation adjustment | (7,494) | (797) | (4,759) | (5,701) |
Total comprehensive loss | (41,455) | (22,251) | (313,324) | (223,314) |
Income (loss) attributable to noncontrolling interest | 1,017 | (1,702) | (249) | (3,809) |
Comprehensive loss attributable to Amyris, Inc. | $ (40,438) | $ (23,953) | $ (313,573) | $ (227,123) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Deficit and Mezzanine Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Noncontrolling Interest |
Balance (in shares) at Dec. 31, 2019 | 8,280 | 117,742,677 | |||||
Balance at Dec. 31, 2019 | $ (255,168) | $ 0 | $ 12 | $ 1,543,668 | $ (43,804) | $ (1,755,653) | $ 609 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
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) | |||||
Issuance of common stock and warrants upon conversion of debt principal (in shares) | 6,337,594 | ||||||
Issuance of common stock and warrants upon conversion of debt principal | 21,260 | $ 1 | 21,259 | ||||
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 | 68,765 | $ 2 | 68,763 | ||||
Issuance of common stock in private placement (in shares) | 3,484,321 | ||||||
Issuance of common stock in private placement | 10,000 | 10,000 | |||||
Issuance of common stock in private placement - related party (in shares) | 10,505,652 | ||||||
Issuance of common stock in private placement - related party | 27,189 | $ 1 | 27,188 | ||||
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 | |||||
Stock-based compensation | 3,504 | 3,504 | |||||
Foreign currency translation adjustment | (2,549) | (2,549) | |||||
Net loss attributable to Amyris, Inc. | (87,844) | (87,844) | |||||
Balance (in shares) at Mar. 31, 2020 | 8,280 | 163,891,920 | |||||
Balance at Mar. 31, 2020 | (181,129) | $ 0 | $ 16 | 1,708,096 | (46,353) | (1,843,497) | 609 |
Beginning balance, contingently redeemable common stock at Dec. 31, 2019 | 5,000 | ||||||
Ending balance, contingently redeemable common stock at Mar. 31, 2020 | 5,000 | ||||||
Balance (in shares) at Dec. 31, 2019 | 8,280 | 117,742,677 | |||||
Balance at Dec. 31, 2019 | $ (255,168) | $ 0 | $ 12 | 1,543,668 | (43,804) | (1,755,653) | 609 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
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 | $ 68,765 | ||||||
Issuance of preferred and common stock in private placement, net of issuance costs (in shares) | 10,505,652 | ||||||
Net loss attributable to Amyris, Inc. | (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 |
Beginning balance, contingently redeemable common stock at Dec. 31, 2019 | 5,000 | ||||||
Ending balance, contingently redeemable common stock at Sep. 30, 2020 | 5,000 | ||||||
Balance (in shares) at Mar. 31, 2020 | 8,280 | 163,891,920 | |||||
Balance at Mar. 31, 2020 | (181,129) | $ 0 | $ 16 | 1,708,096 | (46,353) | (1,843,497) | 609 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
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 exercise of warrants (in shares) | 132,746 | ||||||
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 | 160,017 | $ 3 | 160,014 | ||||
Issuance of preferred stock in private placement - related party, net of issuance costs (in shares) | 30,000 | ||||||
Issuance of preferred stock in private placement - related party, net of issuance costs | 30,000 | 30,000 | |||||
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 | 0 | $ 1 | (1) | ||||
Fair value of pre-delivery shares released to holder in connection with debt amendment | 10,478 | 10,478 | |||||
Derecognition of liability warrants to equity | 6,550 | 6,550 | |||||
Fair value of modification to previously issued common stock warrants | 1,067 | 1,067 | |||||
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 | |||||
Issuance of common stock upon ESPP purchase (in shares) | 144,523 | ||||||
Issuance of common stock upon ESPP purchase | 421 | 421 | |||||
Foreign currency translation adjustment | (2,355) | (2,355) | |||||
Net loss attributable to Amyris, Inc. | (108,315) | (110,422) | 2,107 | ||||
Balance (in shares) at Jun. 30, 2020 | 110,436 | 204,618,423 | |||||
Balance at Jun. 30, 2020 | (64,639) | $ 0 | $ 20 | 1,935,252 | (48,708) | (1,953,919) | 2,716 |
Beginning balance, contingently redeemable common stock at Mar. 31, 2020 | 5,000 | ||||||
Ending balance, contingently redeemable common stock at Jun. 30, 2020 | 5,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
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 | 0 | $ 4 | (4) | ||||
Fair value of pre-delivery shares released to holder in connection with debt amendment | 67,151 | 67,151 | |||||
Derecognition of liability warrants to equity | (67,151) | (67,151) | |||||
Adjustment to costs incurred in connection with June 2020 issuance of preferred and common stock in private placement | 20 | 20 | |||||
Stock-based compensation | 3,438 | 3,438 | |||||
Foreign currency translation adjustment | (797) | (797) | |||||
Net loss attributable to Amyris, Inc. | (21,454) | (23,156) | 1,702 | ||||
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 |
Ending balance, contingently redeemable common stock at Sep. 30, 2020 | 5,000 | ||||||
Balance (in shares) at Dec. 31, 2020 | 8,280 | 244,951,446 | |||||
Balance at Dec. 31, 2020 | (172,045) | $ 0 | $ 24 | 1,957,224 | (47,375) | (2,086,692) | 4,774 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 496,341 | ||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (2) | (2) | |||||
Issuance of common stock and warrants upon conversion of debt principal (in shares) | 5,827,164 | ||||||
Issuance of common stock and warrants upon conversion of debt principal | 110,575 | $ 1 | 110,574 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 377,542 | ||||||
Issuance of common stock upon exercise of stock options | 1,920 | 1,920 | |||||
Issuance of common stock upon exercise of warrants (in shares) | 15,557,480 | ||||||
Issuance of common stock upon exercise of warrants | 32,219 | $ 2 | 32,217 | ||||
Issuance of common stock upon exercise of warrants - related party (in shares) | 6,056,944 | ||||||
Stock-based compensation | 4,281 | 4,281 | |||||
Foreign currency translation adjustment | (2,038) | (2,038) | |||||
Net loss attributable to Amyris, Inc. | (290,051) | (291,251) | 1,200 | ||||
Balance (in shares) at Mar. 31, 2021 | 8,280 | 273,266,917 | |||||
Balance at Mar. 31, 2021 | (315,141) | $ 0 | $ 27 | 2,106,214 | (49,413) | (2,377,943) | 5,974 |
Beginning balance, contingently redeemable common stock at Dec. 31, 2020 | 5,000 | ||||||
Beginning balance, contingently redeemable noncontrolling interest at Dec. 31, 2020 | 0 | ||||||
Ending balance, contingently redeemable common stock at Mar. 31, 2021 | 5,000 | ||||||
Ending balance, contingently redeemable noncontrolling interest at Mar. 31, 2021 | 0 | ||||||
Balance (in shares) at Dec. 31, 2020 | 8,280 | 244,951,446 | |||||
Balance at Dec. 31, 2020 | $ (172,045) | $ 0 | $ 24 | 1,957,224 | (47,375) | (2,086,692) | 4,774 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 598,090 | ||||||
Issuance of common stock upon exercise of warrants (in shares) | 40,100,000 | ||||||
Issuance of common stock upon exercise of warrants - related party (in shares) | 15,893,140 | ||||||
Issuance of common stock upon exercise of warrants - related party | $ 10,849 | ||||||
Net loss attributable to Amyris, Inc. | (308,565) | ||||||
Balance (in shares) at Sep. 30, 2021 | 307,832,019 | ||||||
Balance at Sep. 30, 2021 | (86,845) | $ 31 | 2,358,441 | (52,134) | (2,395,506) | 2,323 | |
Beginning balance, contingently redeemable common stock at Dec. 31, 2020 | 5,000 | ||||||
Beginning balance, contingently redeemable noncontrolling interest at Dec. 31, 2020 | 0 | ||||||
Ending balance, contingently redeemable common stock at Sep. 30, 2021 | 5,000 | ||||||
Ending balance, contingently redeemable noncontrolling interest at Sep. 30, 2021 | 28,520 | ||||||
Balance (in shares) at Mar. 31, 2021 | 8,280 | 273,266,917 | |||||
Balance at Mar. 31, 2021 | (315,141) | $ 0 | $ 27 | 2,106,214 | (49,413) | (2,377,943) | 5,974 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of contingently redeemable noncontrolling interest | (14,520) | (14,520) | |||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 880,603 | ||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (1,479) | (1,479) | |||||
Issuance of common stock as purchase consideration in business combinations (in shares) | 225,784 | ||||||
Issuance of common stock as purchase consideration in business combinations | 3,167 | 3,167 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 145,200 | ||||||
Issuance of common stock upon exercise of stock options | 860 | 860 | |||||
Issuance of common stock upon exercise of warrants (in shares) | 1,381,940 | ||||||
Issuance of common stock upon exercise of warrants | 6,622 | 6,622 | |||||
Issuance of common stock upon exercise of warrants - related party (in shares) | 8,057,966 | ||||||
Issuance of common stock upon exercise of warrants - related party | 5,745 | $ 1 | 5,744 | ||||
Issuance of common stock in private placement (in shares) | 8,805,345 | ||||||
Issuance of common stock in private placement | 130,793 | $ 1 | 130,792 | ||||
Issuance of common stock upon conversion of debt principal (in shares) | 2,862,772 | ||||||
Issuance of common stock upon conversion of debt principal | 38,633 | $ 1 | 38,632 | ||||
Issuance of common stock upon conversion of preferred stock (in shares) | (8,280) | 1,943,659 | |||||
Stock-based compensation | 8,747 | 8,747 | |||||
Issuance of common stock upon ESPP purchase (in shares) | 145,112 | ||||||
Issuance of common stock upon ESPP purchase | 321 | 321 | |||||
Foreign currency translation adjustment | 4,773 | 4,773 | |||||
Net loss attributable to Amyris, Inc. | 15,447 | 15,381 | 66 | ||||
Balance (in shares) at Jun. 30, 2021 | 0 | 297,715,298 | |||||
Balance at Jun. 30, 2021 | (116,032) | $ 0 | $ 30 | 2,285,100 | (44,640) | (2,362,562) | 6,040 |
Beginning balance, contingently redeemable common stock at Mar. 31, 2021 | 5,000 | ||||||
Beginning balance, contingently redeemable noncontrolling interest at Mar. 31, 2021 | 0 | ||||||
Mezzanine Equity | |||||||
Issuance of contingently redeemable noncontrolling interest | 28,520 | ||||||
Ending balance, contingently redeemable common stock at Jun. 30, 2021 | 5,000 | ||||||
Ending balance, contingently redeemable noncontrolling interest at Jun. 30, 2021 | 28,520 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 1,180,864 | ||||||
Issuance of common stock as purchase consideration in business combinations (in shares) | 3,580,479 | ||||||
Issuance of common stock as purchase consideration in business combinations | 53,251 | 53,251 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 77,500 | ||||||
Issuance of common stock upon exercise of stock options | 351 | 351 | |||||
Issuance of common stock upon exercise of warrants (in shares) | 1,499,648 | ||||||
Issuance of common stock upon exercise of warrants - related party (in shares) | 3,778,230 | ||||||
Issuance of common stock upon exercise of warrants - related party | 10,835 | $ 1 | 10,834 | ||||
Stock-based compensation | 8,905 | 8,905 | |||||
Foreign currency translation adjustment | (7,494) | (7,494) | |||||
Distribution to noncontrolling interest | (2,700) | (2,700) | |||||
Net loss attributable to Amyris, Inc. | (33,961) | (32,944) | (1,017) | ||||
Balance (in shares) at Sep. 30, 2021 | 307,832,019 | ||||||
Balance at Sep. 30, 2021 | (86,845) | $ 31 | $ 2,358,441 | $ (52,134) | $ (2,395,506) | $ 2,323 | |
Ending balance, contingently redeemable common stock at Sep. 30, 2021 | 5,000 | ||||||
Ending balance, contingently redeemable noncontrolling interest at Sep. 30, 2021 | $ 28,520 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Deficit and Mezzanine Equity (Parentheticals) - shares | Feb. 04, 2021 | Mar. 31, 2021 |
Senior convertible notes | Convertible notes payable | ||
Shares to be returned per agreement (in shares) | 2,600,000 | 2,600,000 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||
Net loss | $ (308,565) | $ (217,613) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss (gain) from change in fair value of debt | 204,359 | (2,908) |
Loss upon extinguishment of debt | 27,058 | 51,954 |
Stock-based compensation | 21,933 | 9,873 |
Loss from change in fair value of derivative instruments | 12,826 | 6,498 |
Depreciation and amortization | 6,526 | 6,740 |
Amortization of right-of-use assets under operating leases | 2,455 | 2,103 |
Accretion of debt discount | 2,672 | 3,119 |
Loss from investment in affiliate | 567 | 1,058 |
Amortization of intangible assets | 480 | 0 |
Loss (gain) on foreign currency exchange rates | 106 | (583) |
Non-cash interest expense in connection with release of pre-delivery shares to holder in connection with debt amendment | 0 | 10,478 |
Contract asset credit loss reserve | 0 | 8,342 |
Non-cash interest expense in connection with modification of warrants | 0 | 1,066 |
Non-cash interest expense added to debt principal | 0 | 100 |
Other | 0 | 55 |
Changes in assets and liabilities: | ||
Accounts receivable | (1,163) | (7,736) |
Contract assets | (132) | (1,939) |
Inventories | (27,317) | (10,561) |
Deferred cost of products sold - related party | 7,497 | (4,820) |
Prepaid expenses and other assets | (26,073) | 696 |
Accounts payable | 39,570 | (20,201) |
Accrued and other liabilities | 3,061 | (1,259) |
Lease liabilities | (3,758) | (3,352) |
Contract liabilities | (1,265) | 3,077 |
Net cash provided by (used in) operating activities | (39,163) | (165,813) |
Investing activities | ||
Purchases of property, plant and equipment | (22,119) | (9,619) |
Acquisitions, net of cash acquired | (18,462) | 0 |
Net cash used in investing activities | (40,581) | (9,619) |
Financing activities | ||
Proceeds from issuance of contingently redeemable noncontrolling interest in subsidiary | 10,000 | 0 |
Proceeds from issuance of common stock in public offering, net of issuance costs | 130,793 | 0 |
Proceeds from exercises of warrants | 38,841 | 3,332 |
Proceeds from exercises of warrants - related party | 16,580 | 13,998 |
Proceeds from exercises of common stock options | 3,131 | 16 |
Proceeds from issuance of common stock upon ESPP purchase | 321 | 421 |
Principal payments on debt | (25,938) | (46,766) |
Issuance costs incurred in connection with debt modification | (2,500) | 0 |
Principal payments on financing leases | (2,993) | (2,578) |
Distribution to noncontrolling interest | (2,700) | 0 |
Issuance costs incurred in connection with debt modification | 2,500 | 0 |
Payment of minimum employee taxes withheld upon net share settlement of restricted stock units | (1,481) | (401) |
Proceeds from issuance of common and preferred stock in private placement, net of issuance costs | 0 | 170,037 |
Proceeds from issuance of common and preferred stock in private placement, net of issuance costs - related party | 0 | 45,000 |
Proceeds from issuance of debt, net of issuance costs | 0 | 15,279 |
Proceeds from exercise of common stock rights warrant - related party | 0 | 15,000 |
Net cash provided by financing activities | 164,054 | 213,338 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 402 | (36) |
Net increase in cash, cash equivalents and restricted cash | 84,712 | 37,870 |
Cash, cash equivalents and restricted cash at beginning of period | 31,422 | 1,699 |
Cash, cash equivalents and restricted cash at end of the period | 116,134 | 39,569 |
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 114,887 | 38,280 |
Restricted cash, current | 286 | 329 |
Restricted cash, noncurrent | 961 | 960 |
Total cash, cash equivalents and restricted cash | 116,134 | 39,569 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 5,459 | 13,858 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Accrued interest added to debt principal | 0 | 2,056 |
Acquisition of right-of-use assets under operating leases | 3,397 | 0 |
Common stock and warrants issued in exchange for debt principal and accrued interest reduction | 149,208 | 27,650 |
Common stock issued as purchase consideration in business combinations | 56,418 | 0 |
Contingently redeemable noncontrolling interest issued in subsidiary in exchange for settlement of other liabilities | 4,000 | 0 |
Derecognition of derivative liabilities to equity upon extinguishment of debt | 59 | 6,461 |
Derecognition of derivative liabilities upon authorization of shares | 0 | 6,550 |
Derecognition of derivative liabilities upon exercise of warrants | 0 | 5,200 |
Fair value of embedded features in connection with private placement | 0 | 2,962 |
Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances | 0 | 188 |
Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances - related party | 0 | 747 |
Goodwill recorded in connection with business combinations | 130,927 | 0 |
Intangible assets recorded in connection with business combinations | 40,707 | 0 |
Reclassification of Additional paid-in capital to Mezzanine equity in connection with issuance of contingently redeemable noncontrolling interest in subsidiary | 14,520 | 0 |
Unpaid property, plant and equipment balances in accounts payable and accrued liabilities at end of period | 5,756 | 2,100 |
Warrants exercised in exchange for debt principal and interest reduction | $ 0 | $ 69,618 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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 As a leading synthetic biotechnology company and a top supplier of sustainable and natural ingredients, Amyris, Inc. and its subsidiaries (collectively, Amyris or the Company) leverage its proprietary Lab-to-Market TM operating platform to engineer, manufacture and market high performance, natural and sustainably sourced products. This platform is comprised of computational, strain construction, screening, and analytics tools, advanced lab automation, and data integration. Through its Lab-to-Market platform, the Company rapidly engineers microbes and uses them as catalysts to metabolize renewable, plant-sourced sugars into high-value ingredients that the Company manufactures at industrial scale. The Company has successfully developed, produced and commercialized many distinct molecules. 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, 2020 (the 2020 Form 10-K), from which the condensed consolidated balance sheet as of December 31, 2020 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. Significant Accounting Policies Note 1, "Basis of Presentation and Summary of Significant Accounting Policies", to the audited consolidated financial statements in the 2020 Form 10-K includes a discussion of the significant accounting policies and estimates used in the preparation of the Company’s condensed consolidated financial statements. Except as noted below, there have been no material changes to the Company's significant accounting policies and estimates during the nine months ended September 30, 2021. Acquisitions When the Company acquires a controlling financial interest in an entity or group of assets that are determined to meet the definition of a business, the acquisition method described in ASC Topic 805, Business Combinations, is applied. The Company allocates the purchase consideration paid to acquire the business to the assets and liabilities acquired based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill. The determination of fair values of identifiable assets and liabilities requires significant judgments and estimates and the use of valuation techniques when market value is not readily available. If during the measurement period (a period not to exceed 12 months from the acquisition date) the Company receives additional information that existed as of the acquisition date but at the time of the original allocation described above was unknown, the Company makes the appropriate adjustments to the purchase price allocation in the reporting period in which the adjustments are identified. Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with ASC 805, “Contingencies”, as appropriate, with the corresponding gain or loss being recognized in profit or loss. See Note 7, “Acquisitions”. Goodwill Goodwill represents the excess of the cost over the fair value of net assets acquired from the Company's business combinations. Goodwill is not subject to amortization and is assessed for impairment using fair value measurement techniques on an annual basis, during the fourth quarter, or more frequently if facts and circumstance warrant such a review. Goodwill is assigned to reporting units within the company. The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests, whereby the fair value of a reporting unit is compared with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds its estimated fair value, an impairment loss is recognized in an amount equal to the excess, up to the carrying value of the goodwill. No impairment of goodwill has occurred during the periods presented in these condensed consolidated financial statements. Intangible Assets Intangible assets are comprised primarily of customer relationships, trademarks and trade names, developed technology, patents and other acquired through business combinations. Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization periods of assets with finite lives are based on management’s estimates at the date of acquisition. The fair value of intangibles assets is determined based on a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. We believe the assumptions are representative of those a market participant would use in estimating fair value. The fair values of the intangible assets were determined to be Level 3 under the fair value hierarchy. Level 3 inputs are unobservable inputs for an asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available thereby allowing for fair value estimates to be made in situations in which there is little, if any, market activity for an asset or liability at the measurement date. For more information on the fair value hierarchy, see Note 3 of the Notes to the Condensed Consolidated Financial Statements. We consider the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting a useful life. Intangible assets with finite useful lives are amortized using an accelerated amortization method reflecting the pattern in which the asset will be consumed if that pattern can be reliably determined. If that pattern cannot be reliably determined, a straight-line amortization method is utilized. Intangible assets are evaluated periodically for impairment by taking into account events or changes in circumstances that may warrant revised estimates of useful lives or that indicate the carrying value of an asset group may not be recoverable. If this evaluation indicates that the value of the intangible asset may be impaired, an assessment is made of the recoverability of the net carrying value of the intangible asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated discounted future cash flows of the asset group over the estimated useful life, an impairment will be recorded to reduce the net carrying value of the related intangible asset to its fair value and may require an adjustment to the remaining amortization period. Use of Estimates and Judgements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements. Significant estimates and judgements used in these consolidated financial statements are discussed in the relevant accounting policies below or specifically discussed in the Notes to Consolidated Financial Statements where such transactions are disclosed. Accounting Standards or Updates Recently Adopted In the nine months ended September 30, 2021, the Company adopted these accounting standards or updates: Accounting for Income Taxes . In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . 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 became effective for the Company in the first quarter of fiscal year 202 1. The adoption of this standard did not have any impact on the Company’s condensed consolidated financial statements. Equity Securities, Equity-method Investments and Certain Derivative s . In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 . The guidance provides clarification of the interaction of rules for equity securities, the equity method of accounting and forward contracts and purchase options on certain types of securities. ASU 2020-01 became effective for the Company in the first quarter of 2021. 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 will be effective for the Company in the first quarter of 2023. The Company is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures. Convertible Debt, and Derivatives and Hedging . In August 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 will be effective for the Company in the first quarter of 2022. The Company is currently evaluating the amended guidance and the impact on its consolidated financial statements and related disclosures. |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | Balance Sheet Details Allowance for Doubtful Accounts (In thousands) Balance at Beginning of Period Provisions Write-offs, Net Balance at End of Period Nine months ended September 30, 2021 $ 137 $ 806 $ (4) $ 939 Nine months ended September 30, 2020 $ 45 $ 57 $ — $ 102 Inventories (In thousands) September 30, 2021 December 31, 2020 Raw materials $ 29,368 $ 11,800 Work-in-process 6,443 10,760 Finished goods 36,251 20,302 Inventories $ 72,062 $ 42,862 Deferred cost of products sold - related party (In thousands) September 30, 2021 December 31, 2020 Deferred cost of products sold - related party $ 9,182 $ 9,801 Deferred cost of products sold, noncurrent - related party 3,061 9,939 Total $ 12,243 $ 19,740 Amounts reported as "Deferred cost of products sold - related party" are in connection with an agreement with Koninklijke DSM N.V. (DSM) under which DSM will provide capacity for sweetener production at DSM's Brotas, Brazil manufacturing facility through December 2022. The deferred cost of products sold asset is being expensed to cost of products sold on a units of production basis as the Company's sweetener product is sold over the five-year term of the supply agreement. During the three and nine months ended September 30, 2021, the Company expensed $0.2 million and $3.5 million, respectively, of the deferred cost of products sold asset to cost of products sold. During the three and nine months ended September 30, 2020, the Company expensed $0.7 million and $2.0 million, respectively, of the deferred cost of products sold asset to cost of products sold. Inception-to-date amortization through September 30, 2021 totaled $8.3 million. Prepaid expenses and other current assets (In thousands) September 30, 2021 December 31, 2020 Prepayments, advances and deposits $ 23,043 $ 6,637 Non-inventory production supplies 3,306 3,989 Recoverable taxes from Brazilian government entities 1,065 1,063 Other 2,959 1,414 Total prepaid expenses and other current assets $ 30,373 $ 13,103 Property, Plant and Equipment, Net (In thousands) September 30, 2021 December 31, 2020 Machinery and equipment $ 51,641 $ 50,415 Leasehold improvements 45,195 45,197 Computers and software 8,399 6,741 Furniture and office equipment, vehicles and land 3,714 3,507 Construction in progress 28,646 7,250 137,595 113,110 Less: accumulated depreciation and amortization (84,471) (80,235) Property, plant and equipment, net $ 53,124 $ 32,875 During the three and nine months ended September 30, 2021 and 2020, depreciation and amortization expense, including amortization of right-of-use assets under financing leases, was as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2021 2020 2021 2020 Depreciation and amortization expense $ 2,226 $ 1,905 $ 4,300 $ 5,300 Goodwill The changes in the carrying amount of goodwill were as follows: (In thousands) September 30, 2021 Balance at beginning of year $ — Acquisitions 130,927 Effect of currency translation adjustment (2,235) Ending balance $ 128,692 Additions to goodwill during the nine months ended September 30, 2021 related to acquisitions completed during the period. See Note 7, "Acquisitions". Intangible Assets, Net During the nine months ended September 30, 2021, the Company recorded $40.1 million of intangible assets which related to customer relationships, and trademarks and trade names, developed technology and patents as a result of the acquisitions completed during the period. See Note 7, "Acquisitions". The following table summarizes the components of intangible assets (in thousands, except estimated useful life): September 30, 2021 Amounts in thousands Estimated Useful Life Gross Accumulated Amortization Net Trademarks and trade names 10 $ 11,472 $ (301) $ 11,171 Customer relationships 5 - 16 8,187 (124) 8,063 Developed technology 12 19,884 (50) 19,834 Patents 17 600 (6) 594 Total intangible assets $ 40,143 $ (481) $ 39,662 The Company amortizes intangible assets on a straight-line basis over their useful lives. Amortization expense for intangible assets was approximately $0.3 million and $0.5 million for the three and nine months ended September 30, 2021 and is included in general and administrative expenses. Total future amortization estimated as of September 30, 2021 is as follows (in thousands): Amounts in thousands 2021 (remainder) $ 496 2022 2,287 2023 3,551 2024 4,590 2025 4,792 Thereafter 23,946 Total future amortization $ 39,662 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 10 years, and often include one or more options to renew. These renewal terms can extend the lease term for an additional 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 $11.0 million and $10.1 million of right-of-use assets as of September 30, 2021 and December 31, 2020, respectively. Operating lease liabilities were $14.5 million and $15.0 million as of September 30, 2021 and December 31, 2020, respectively. During the three months ended September 30, 2021 and 2020, respectively, the Company recorded $2.3 million and $2.1 million of operating lease amortization that was charged to expense, of which $0.3 million and $0.3 million was recorded to cost of products sold. During the nine months ended September 30, 2021 and 2020, respectively, the Company recorded $5.8 million and $5.9 million of operating lease amortization that was charged to expense, of which $0.7 million and $0.9 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, 2021 2020 Cash paid for operating lease liabilities, in thousands $5,659 $5,759 Right-of-use assets obtained in exchange for new operating lease obligations, in thousands $3,397 $— Weighted-average remaining lease term 3.5 2.5 Weighted-average discount rate 17.6% 18.0% Financing Leases The Company has financing leases primarily for laboratory 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 $6.1 million and $4.6 million as of September 30, 2021 and December 31, 2020, respectively. Maturities of Financing and Operating Leases Maturities of lease liabilities as of September 30, 2021 were as follows: Years ending December 31: (In thousands) Financing Operating Total Leases 2021 (Remaining Three Months) $ 1,205 $ 2,143 $ 3,348 2022 21 8,896 8,917 2023 21 4,157 4,178 2024 21 739 760 2025 21 613 634 Thereafter 15 5,406 5,421 Total lease payments 1,304 21,954 23,258 Less: amount representing interest (59) (7,446) (7,505) Total lease liability $ 1,245 $ 14,508 $ 15,753 Current lease liability $ 1,182 $ 6,786 $ 7,968 Noncurrent lease liability 63 7,722 7,785 Total lease liability $ 1,245 $ 14,508 $ 15,753 Other Assets (In thousands) September 30, 2021 December 31, 2020 Advance payment for manufacturing equipment $ 3,000 $ — Equity-method investment 2,472 2,380 Deposits 130 128 Other 1,151 1,196 Total other assets $ 6,753 $ 3,704 Accrued and Other Current Liabilities (In thousands) September 30, 2021 December 31, 2020 Beauty Labs deferred consideration payable (1) $ 31,921 $ — Accrued interest 9,112 9,327 Payroll and related expenses 8,491 8,230 Asset retirement obligation (2) 3,371 3,041 Professional services 3,304 994 Contract termination fees 2,554 5,344 Tax-related liabilities 907 656 Ginkgo partnership payments obligation 878 878 Other 2,143 2,237 Total accrued and other current liabilities $ 62,681 $ 30,707 ______________ (1) The Beauty Labs deferred consideration will be settled with Amyris common stock in February 2022.See Note 7, "Acquisitions", for additional information. (2) The asset retirement obligation represents liabilities incurred but not yet discharged in connection with our 2013 abandonment of a partially constructed facility in Pradópolis, Brazil. Other noncurrent liabilities (In thousands) September 30, 2021 December 31, 2020 Liability in connection with acquisition of equity-method investment $ 8,196 $ 6,771 Ginkgo partnership payments obligation, net of current portion 8,076 7,277 Liability for unrecognized tax benefit 7,666 7,496 Contract liabilities, net of current portion 111 111 Other 130 1,099 Total other noncurrent liabilities $ 24,179 $ 22,754 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Foris Convertible Note (LSA Amendment) $ — $ — $ 273,137 $ 273,137 $ — $ — $ 123,164 $ 123,164 Contingent consideration — — 65,077 65,077 — — — — Freestanding derivative instruments issued in connection with other debt and equity instruments — — 21,340 21,340 — — 8,451 8,451 Embedded derivatives bifurcated from debt instruments — — 125 125 — — 247 247 Senior Convertible Notes — — — — — — 53,387 53,387 Total liabilities measured and recorded at fair value $ — $ — $ 359,679 $ 359,679 $ — $ — $ 185,249 $ 185,249 The Company did not hold any financial assets to be measured and recorded at fair value on a recurring basis as of September 30, 2021 and December 31, 2020. Also, there were no transfers between the levels during the nine months ended September 30, 2021 or the year ended December 31, 2020. 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 condensed 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 condensed consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of debt". Fair Value of Debt — Foris Convertible Note At September 30, 2021, the contractual outstanding principal of the Foris Convertible Note was $50.0 million, and fair value was $273.1 million. The Company remeasured the fair value of the Foris Convertible Note under a binomial lattice model (which is discussed in further detail below) using the following inputs: (i) $13.73 stock price, (ii) 15% discount yield, (iii) 0.07% 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, 2021, the Company recorded a gain of $52.3 million and a loss of $150.0 million, respectively, related to change in fair value of the Foris Convertible Note. The most sensitive input to the valuation model is the Company’s stock price in relation to the $3.00 conversion price. Fair Value of Debt — Senior Convertible Notes During the nine months ended September 30, 2021, the holders of the Senior Convertible notes elected to convert all of their $30.0 million principal into common stock. See Note 4, "Debt", for additional information. For the three and nine months ended September 30, 2021, the Company recorded losses of zero and $54.4 million, respectively, from change in fair value of debt in connection with fair value remeasurement of the Senior Convertible Notes, as follows: In thousands Fair value at December 31, 2020 $ 53,387 Loss from change in fair value 54,386 Less: principal converted into common stock (30,020) Less: fair value adjustment extinguished upon conversion of debt principal (77,753) Fair value at September 30, 2021 $ — Binomial Lattice Model A binomial lattice model was used to determine whether the Foris Convertible Note 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, 2020 $ 8,698 Change in fair value of derivative instruments 12,826 Derecognition on settlement or extinguishment (59) Balance at September 30, 2021 $ 21,465 Freestanding Derivative Instruments 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. In connection with entering into the forbearance agreements, the Company committed to issuing warrants (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 Warrants did not meet the derivative scope exception or equity classification criteria and was accounted for as a derivative liability and 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 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, 2021, the fair value of the contingently issuable Warrants derivative liability was $21.3 million. For the three and nine months ended September 30, 2021, the Company recorded a $4.8 million gain and a $12.9 million loss, respectively, on change in fair value of the freestanding derivative instruments. Valuation Methodology and Approach to Measuring the Derivative Liabilities Substantially all the outstanding liabilities associated with the Company’s derivatives at September 30, 2021 and December 31, 2020 represent the fair value of freestanding equity 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 using the Black-Scholes-Merton option pricing model, which is 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, 2021 and December 31, 2020. Input assumptions for these freestanding instruments are as follows: Range for the Period Input assumptions for liability classified warrants: September 30, 2021 December 31, 2020 Fair value of common stock on issue date $13.73 $2.56 – $6.18 Exercise price of warrants $2.87 $2.87 – $3.25 Expected volatility 107% 94% – 117% Risk-free interest rate 0.28% 0.13% – 1.58% Expected term in years 2 1 – 2 Dividend yield 0.0 % 0.0 % Changes in valuation assumptions can have a significant impact on the valuation of the 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. Acquisition related contingent consideration The fair value of acquisition related contingent consideration (Earnout Payments) was determined using a Monte Carlo simulation to estimate the probability of the acquired business units achieving the relevant financial and operational milestones. The model results reflect the time value of money, non-performance risk within the required time frame and the risk due to uncertainty in the estimated cash flows. Key inputs to the Monte Carlo simulation for the Costa Brazil acquisition were: Revenue Risk Adjustment of 27%, Annual Revenue Volatility of 68%, EBITDA Risk Adjustment of 32%, and Annual EBITDA Volatility of 85%. Key inputs to the Monte Carlo simulations for the Olika, MG Empower and Beauty Labs acquisitions were: Revenue Risk Adjustment of 1.5% to 2.3% and Annual Revenue Volatility of 12.5% to 15%. A significant decrease or increase in an acquired business unit’s financial performance and the timing of such changes could materially decrease or increase the fair value of contingent consideration period over period. Contingent consideration is recorded in other liabilities in the accompanying consolidated balance sheets. The fair value of contingent consideration is classified as Level 3. The changes in fair value are as follows: (In thousands) September 30, 2021 Beginning balance January 1, 2021 $ — Costa Brazil 8,100 MG Empower 4,071 Olika 13,778 Beauty Labs 39,128 Change in fair value of contingent consideration — Ending balance September 30, 2021 $ 65,077 Any change in the fair value of the contingent consideration liability is recognized in general and administrative expense and reflects the changes in the business unit’s expected performance over the remaining earnout period and the Company’s estimate of the likelihood of achieving the applicable operational milestones (see Note 7, “Acquisitions”). Assets and Liabilities Recorded at Carrying Value Financial Assets and Liabilities The carrying amounts of certain financial instruments, such as cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and other current accrued liabilities, approximate fair value due to their relatively short maturities and low market interest rates, if applicable. Loans payable and credit facilities are recorded at carrying value, |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Net carrying amounts of debt are as follows: September 30, 2021 December 31, 2020 (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 $ — $ 23,367 $ 53,387 Related party convertible notes payable Foris convertible note (due July 2022) 50,041 — 223,096 273,137 50,041 — 73,123 123,164 Loans payable and credit facilities Ginkgo note (due October 2022) 12,000 — — 12,000 12,000 — — 12,000 Naxyris note (1) (due July 2022) 23,914 (248) 23,666 23,914 (493) — 23,421 Nikko notes (maturity date January 2026) 128 — — 128 2,802 (759) — 2,043 Schottenfeld notes — — — — 12,500 (240) — 12,260 Other loans payable (revolving) 919 — — 919 1,227 — — 1,227 36,961 (248) — 36,713 52,443 (1,492) — 50,951 Related party loans payable DSM notes (due April 2022) 10,000 (2,504) — 7,496 33,000 (2,443) — 30,557 Foris note (due December 2022) 5,000 — — 5,000 5,000 — — 5,000 15,000 (2,504) — 12,496 38,000 (2,443) — 35,557 Total debt $ 102,002 $ (2,752) $ 223,096 322,346 $ 170,504 $ (3,935) $ 96,490 263,059 Less: current portion (305,247) (77,437) Long-term debt, net of current portion $ 17,099 $ 185,622 (1) Naxyris was a related party at December 31, 2020, but ceased to be a related party upon Carole Piwnica’s departure from the Company’s Board of Directors on May 29, 2021. For the purpose of comparability, the condensed consolidated balance sheets classify the Naxyris note as nonrelated party debt at both September 30, 2021 and December 31, 2020. Senior Convertible Notes Conversions On February 4, 2021, the Company received a notice of conversion from HT Investments MA, LLC (HT) with respect to $20.0 million of its outstanding Senior Convertible Notes, pursuant to which the Company was required to issue 5.7 million shares of common stock per the conversion price stated in the agreement and cancelled the outstanding Note. Also, under the terms of the Senior Convertible Note, HT was required to return 2.6 million shares of common stock outstanding under the Pre-Delivery Shares provision once the Company had fully repaid the principal balance. HT fulfilled its obligation to return these shares in accordance with the contractual requirement, and as a result the Company net settled the $20 million principal conversion by issuing 3.1 million of incremental shares to HT. Upon conversion of the HT Senior Convertible Note, the Company recorded a $31.9 million loss upon extinguishment of debt, which was primarily comprised of a fair value adjustment upon repayment of the note's principal. On May 18 and 26, 2021, the Company received notices of conversion from Blackwell Partners LLS - Series B (Blackwell) and Silverback Opportunistic Credit Master Fund Limited (Silverback) with respect to $10.0 million of their outstanding Senior Convertible Notes, pursuant to which the Company was required to issue 2.9 million shares of common stock per the conversion price stated in the agreement and cancelled the outstanding Notes. Upon conversion of the Blackwell and Silverback Senior Convertible Notes, the Company recorded a $0.9 million gain upon extinguishment of debt related to accrued interest that was no longer due upon conversion. See the Company's 2020 Form 10-K, Note 4, “Debt” for additional information regarding the Senior Convertible Notes. Schottenfeld Note Exchange On March 1, 2021, the Company entered into an Exchange and Settlement Agreement (Exchange Agreement) with Schottenfeld Opportunities Fund II, L.P. and certain other holders of notes under the Credit and Security Agreement dated November 14, 2019 (Schottenfeld Notes). Pursuant to the terms of the Exchange Agreement, the Company paid all accrued and unpaid interest on the $12.5 million principal balance outstanding under the Schottenfeld Notes, and issued 4.1 million net shares of common stock in a cashless exchange and cancellation of all amounts due and outstanding under the Notes and related loan documents and all warrants held by each of the holders of Schottenfeld Notes. Upon conversion of the Schottenfeld note balance, the Company recorded a $28.9 million loss upon extinguishment of debt, which primarily represented the fair value of common shares issued in excess of debt principal extinguished. See the Company's 2020 Form 10-K, Note 4, “Debt” for additional information regarding the Schottenfeld Notes. DSM Notes Amendments and Repayment On December 28, 2017, the Company and DSM Finance, a wholly owned subsidiary of Koninklijke DSM N.V. (DSM), entered into a credit agreement (the DSM Credit Agreement) to make available to the Company an unsecured credit facility of $25.0 million. On December 28, 2017, the Company borrowed $25.0 million under the DSM Credit Agreement and issued a promissory note to DSM Finance. The $25 million Note matures on December 31, 2021 and accrues interest at 10% per annum, payable quarterly. On September 17, 2019, the Company and DSM entered into a credit agreement (the 2019 DSM Credit Agreement) to make available to the Company a secured credit facility in an aggregate principal amount of $8.0 million. In September 2019, the Company borrowed the $8.0 million in three installments. The promissory notes issued under the 2019 DSM Credit Agreement (i) mature on August 7, 2022, (ii) accrue interest at a rate of 12.5% per annum, payable quarterly and (iii) are secured by a first-priority lien on certain Company intellectual property licensed to DSM. In March 2021, the Company entered into amendments (the March 2021 Amendments) to the $25 million Note and the $8 million Note that provided for (i) the prepayment of the $8 million Note, (ii) a $15 million partial prepayment of the $25 million Note and (iii) extension of the maturity date from December 31, 2021 to April 15, 2022 for the remaining $10 million principal balance under the $25 million Note, in exchange for a $2.5 million prepayment fee The Company repaid $23 million on March 31, 2021 to extinguish the $8 million Note and to partially repay the $25 million Note. The Company evaluated the March 2021 Amendments, and concluded the before and after cash flows resulting from the amendments were not significantly different and accounted for the amendments to the Notes as a debt modification. Consequently, the $2.5 million Prepayment Fee was recorded as an incremental debt discount to the remaining $10 million principal balance under the $25 million Note. The Company will accrete the adjusted discount over the Note’s amended remaining term using the effective interest method. See the Company's 2020 Form 10-K, Note 4, “Debt” for additional information regarding the DSM notes. Nikko Note Extinguishment In July 2021, the Company repaid the remaining $2.5 million principal on a note owed to Nikko Chemicals Co., Ltd. The note was scheduled to mature in December 2029. At the repayment date, there was $0.7 million of unaccreted debt discount on the note, which the Company extinguished, resulting in a $0.7 million loss on extinguishment of debt for the three months ended September 30, 2021. Future Minimum Payments Future minimum payments under the Company's debt agreements as of September 30, 2021 are as follows: (In thousands) Loans Related Party Convertible Notes Related Party Loans Payable and Credit Facilities Total 2021 (Remaining Three Months) $ 2,155 $ — $ 500 $ 2,655 2022 38,381 59,578 16,898 114,857 2023 33 — — 33 2024 32 — — 32 2025 30 — — 30 Thereafter 6 — — 6 Total future minimum payments 40,637 59,578 17,398 117,613 Less: amount representing interest (3,676) (9,537) (2,398) (15,611) Present value of minimum debt payments 36,961 50,041 15,000 102,002 Less: current portion of debt principal (24,862) (50,041) (10,000) (84,903) Noncurrent portion of debt principal $ 12,099 $ — $ 5,000 $ 17,099 |
Mezzanine Equity
Mezzanine Equity | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity Gates Foundation Contingently redeemable common stock as of September 30, 2021 and December 31, 2020 is comprised of proceeds from shares of common stock sold on May 10, 2016 to the Bill & Melinda Gates Foundation (the 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 on 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%. The Company concluded a redemption event was not probable to occur. As of September 30, 2021, the Company's remaining research and development obligation under this arrangement was $0.3 million. Ingredion Contingently Redeemable Noncontrolling Interest in Subsidiary On June 1, 2021, the Company entered into a Membership Interest Purchase Agreement (MIPA) with Ingredion Corporation (Ingredion) to purchase 31% of the member units in RealSweet LLC (RealSweet), a 100% owned Amyris, Inc. subsidiary. Total consideration was $28.5 million in the form of a $10 million cash payment, the exchange of a $4 million payable previously due to Ingredion and $14.5 million of manufacturing intellectual property rights. The terms of the MIPA provide both parties with put/call rights under certain circumstances, including the occurrence of either or both of the following: (i) a change in ownership of fifty percent (50%) or more of the voting shares of such Member; or (ii) a change in the right to appoint or remove a majority of the board of directors of such Member. The Company concluded this change in control provision was not solely within its control and Ingredion’s contingently redeemable noncontrolling interest should be reflected outside of permanent equity in accordance with SEC’s Accounting Series Release 268, Presentation in Financial Statements of Redeemable Preferred Stocks (ASR 268). The redemption price of this common-share noncontrolling interest is considered to be at fair value on the redemption date. Ingredion’s noncontrolling interest is not currently redeemable and the Company concluded a contingent redemption event is not probable to occur. The primary redemption contingency relates to a decrease in Ingredion’s ownership percentage below 8.4%, which is not likely to occur given that capital transactions require the unanimous consent of each member. Consequently, the noncontrolling interest will not be subsequently remeasured to its redemption amount until such contingency event and the related redemption are probable to occur; however, the Company will continue to reflect the attribution of any losses and distribution of dividends to the noncontrolling interest each quarter in accordance with ASC 810-10. The Company recorded the $28.5 million noncontrolling interest in RealSweet as Mezzanine equity - contingently redeemable noncontrolling interest, which represents the value of Ingredion’s 31% ownership interest in the net assets of the RealSweet subsidiary and recorded a $14.5 million decrease to additional paid in capital for the difference between the fair value of the consideration received and Ingredion's ownership interest claims against the net assets of the RealSweet subsidiary. Under the terms of the MIPA, Amyris, Inc., is funding the cash construction costs of the project, which are estimated to be approximately $72 million. As of |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Deficit | Stockholders' Deficit Primary Offering On April 8, 2021, the Company entered into an underwriting agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC and Cowen and Company, LLC (the Underwriters), pursuant to which the Company agreed to issue and sell 7,656,822, at a public offering price of $15.75 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,148,523 shares of Common Stock from Amyris. The Underwriters exercised this option in full. Net proceeds to the Company from the 8,805,345 new shares issued by the Company were $130.8 million (inclusive of the underwriters’ option to purchase additional shares), after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. 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 2020 Form 10-K), the Company has issued warrants exercisable for shares of common stock. The following table summarizes warrants outstanding at September 30, 2021: Transaction Year Issued Expiration Date Number Outstanding as of September 30, 2021 Exercise Price per Share as of September 30, 2021 Silverback warrant 2020 July 10, 2022 1,000,000 $ 3.25 January 2020 warrant exercise right shares 2020 January 31, 2022 431,378 $ 2.87 May 2019 6.50% Note Exchange warrants 2019 January 31, 2022 960,225 $ 2.87 May 2017 cash warrants 2017 July 10, 2022 1,863,056 $ 2.87 May 2017 dilution warrant 2017 July 10, 2022 56,910 $ — July 2015 related party debt exchange 2015 July 29, 2025 58,690 $ 0.15 Other 2011 December 23, 2021 1,406 $ 160.05 4,371,665 Warrant Exercises During the nine months ended September 30, 2021, warrant-holders exercised warrants to purchase 40.1 million shares of the Company’s common stock at a weighted-average exercise price of $2.67 per share, for proceeds to the Company of $55.4 million. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions The purchase accounting for the net assets acquired, including goodwill, and the fair value of the contingent consideration for the following acquisitions is preliminarily recorded based on available information and incorporates management's best estimates. The purchase accounting for taxes remains preliminary pending receipt of certain information required to finalize the determination of fair value. The net assets acquired in the transaction are generally recorded at their estimated acquisition-date fair values, while transaction costs associated with the acquisition are expensed as incurred. These transactions were accounted for by the acquisition method, and accordingly, the results of operations were included in the Company’s consolidated financial statements from their respective acquisition dates. Pro forma financial information is not presented as amounts are not material to the Company’s consolidated financial statements. Costa Brazil On May 7, 2021, the Company acquired 100% of the outstanding equity of Upland 1 LLC, also known as Costa Brazil, a privately held company providing consumer products made and inspired by pure, potent, enriching ingredients, sustainably sourced from the Brazilian Amazon. The acquisition allows the Company to further expand its consumer product offering and to leverage its science platform and fermentation technology to develop and scale Costa Brazil products. Costa Brazil was acquired for total purchase consideration with a fair value of $11.6 million. The following table summarizes the components of the purchase consideration: (In thousands) Paid at Closing Contingent Consideration Total Cash payments $ 314 $ — $ 314 Amyris common stock value 3,167 70,000 73,167 Fair value adjustments — (61,900) (61,900) Total consideration $ 3,481 $ 8,100 $ 11,581 Total contractual contingent payments based on achieving 100% of the at-target measurement range from $0 to $70 million and are payable annually up to $10 million each year for six years after acquisition plus a one-time $10 million payment, upon the successful achievement of annual product revenue targets and certain cost milestones. The $70 million of at-target contingent consideration payments have been adjusted to fair value based on the passage of time and likelihood of achieving the relevant milestones (see Note 3, "Fair Value Measurement") and are recorded as other liabilities in the accompanying condensed consolidated balance sheets. Allocation of the contingent consideration payments between short-term and long-term liabilities on the accompanying consolidated balance sheets is based on management’s best estimates of when the relevant milestone will be achieved. The $11.6 million total purchase consideration is allocated to tangible net assets, identifiable intangible assets related to trademarks, trade names, website domain names, other social media intellectual property and customer relationships based on the estimated fair value of each asset. The excess purchase price over the fair value of the net assets and identifiable intangible assets was recorded as goodwill. Goodwill represents the value of the acquired workforce, time to market and the synergies generated between the Company and Costa Brazil (see Note 2, "Balance Sheet Details"). The following table summarizes the purchase price allocation: (In thousands) Net tangible assets $ (540) Trademarks, trade names and other intellectual property 6,949 Customer relationships 1,158 Goodwill 4,014 Total consideration $ 11,581 Acquisition-related costs totaled $0.3 million and are included in general and administrative expense. MG Empower Ltd. On August 11, 2021, the Company entered into a Share Purchase Agreement with MG Empower Ltd. (MG Empower) and the securityholders of MG Empower for the acquisition of the outstanding shares of MG Empower, a U.K.-based privately held company providing influencer marketing and digital innovation services. Amyris' acquisition of MG Empower represents its continued investment in the future of marketing innovation by establishing a unique operating model that places digital technology and influencer marketing at the core of its consumer growth strategy. MG Empower was acquired for total purchase consideration of $14.6 million, consisting of cash of $3.1 million, Amyris stock of $7.4 million and contingent consideration with a fair value of $4.1 million. The contingent consideration consists of three potential payments (the Earnout Payments) of up to $20.0 million in total that are based on achieving certain thresholds of revenue for the calendar years ending on December 31, 2022, December 31, 2023 and December 31, 2024. The portion of the Earnout Payments due to the nonemployee shareholders are treated as consideration transferred, the fair value of which in the amount of $4.1 million is recorded as other liabilities in the accompanying condensed consolidated balance sheets. Allocation of the contingent consideration payments between short-term and long-term liabilities on the accompanying consolidated balance sheets is based on management’s best estimates of when the relevant milestone will be achieved. The following table summarizes the purchase price allocation: (In thousands) Net tangible assets $ (800) Trademarks, trade names and other intellectual property 1,900 Customer relationships and influencer network database 2,600 Goodwill 10,871 Total consideration $ 14,571 Olika Inc. On August 11, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization with OLIKA Inc. (Olika), and the other parties thereto, and a Note Purchase Agreement with Olika and the selling stockholders party thereto, for the acquisition of Olika and the purchase of outstanding notes from certain Olika noteholders, respectively. Olika was a privately held company specializing in the clean wellness category, combining safe and effective ingredients and nature-inspired design packages. The acquisition of Olika furthers the Company's growth in clean health and beauty, and complements the Company's family of consumer brands. Olika was acquired for total purchase consideration of $29.9 million, consisting of cash of $1.8 million, Amyris stock of $14.3 million and contingent consideration with a fair value of $13.8 million. The contingent consideration consists of i) two potential payments of $5.0 million each that are based on achieving certain thresholds of revenue for the calendar years ending on December 31, 2022 and December 31, 2023 (the Revenue Earnout Payments) and; ii) two potential payments of $2.5 million each that are based on continuing employment of certain key management during predetermined measurement periods (the Retention Earnout Payments). The Revenue Earnout Payments to all selling stockholders and the portion of the Retention Earnout Payments to the nonemployee shareholders totaling $15.0 million are treated as consideration transferred. The aggregate fair value of $13.8 million is recorded as other liabilities in the accompanying condensed consolidated balance sheets. Allocation of the contingent consideration payments between short-term and long-term liabilities on the accompanying consolidated balance sheets is based on management’s best estimates of when the relevant milestone will be achieved. The following table summarizes the purchase price allocation: (In thousands) Net tangible assets $ 1,764 Trademarks, trade names and other intellectual property 1,500 Customer relationships 4,500 Patents 600 Goodwill 21,545 Total consideration $ 29,909 Beauty Labs International, Ltd. On August 31, 2021, the Company entered into a Share Purchase Agreement with Beauty Labs International Limited (Beauty Labs) and the shareholders and warrant holders of Beauty Labs as set forth therein, and an Option Cancellation Agreement with Beauty Labs and the option holders of Beauty Labs as set forth therein for the acquisition of the outstanding shares of Beauty Labs and the cancellation of outstanding Beauty Labs warrants and stock options, respectively. Beauty Labs is a U.K.-based data sciences and machine learning technology company that has developed one of the leading consumer applications for "try before you buy" color cosmetics. The acquisition of Beauty Labs accelerates the Company's growth and market leadership in clean beauty by adding digital innovation, machine learning and data science to further enhance the consumer experience of its family of consumer brands. Beauty Labs was acquired for total purchase consideration of $115.9 million, consisting of cash of $15.2 million (including deferred cash consideration of $1.9 million payable to the shareholders of Beauty Labs shortly after the acquisition), Amyris stock of $61.6 million (including deferred stock consideration of $30 million payable within six months after the closing date) and contingent consideration with a fair value of $39.1 million. The contingent consideration consists of two potential payments that are based on future revenue of up to $31.3 million each, with additional payments due in case of overperformance (together, the Earnout Payments) for the calendar years ending on December 31, 2022 and December 31, 2023. The portion of the Earnout Payments due to the nonemployee shareholders are treated as consideration transferred, the fair value of which in the amount of $39.1 million is recorded as other liabilities in the accompanying condensed consolidated balance sheets. Allocation of the contingent consideration payments between short-term and long-term liabilities on the accompanying consolidated balance sheets is based on management’s best estimates of when the relevant milestone will be achieved. The following table summarizes the purchase price allocation: (In thousands) Net tangible assets $ (134) Trademarks, trade names and other intellectual property 1,200 Developed technology 20,300 Goodwill 94,499 Total consideration $ 115,865 |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders 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) 2021 2020 2021 2020 Numerator: Net loss attributable to Amyris, Inc. $ (32,944) $ (23,156) $ (308,814) $ (221,422) Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock — (67,151) — (67,151) Less: loss allocated to participating securities — 6,832 787 15,369 Net loss attributable to Amyris, Inc. common stockholders, basic $ (32,944) $ (83,475) $ (308,027) $ (273,204) Adjustment to earnings allocated to participating securities — 744 — 120 Interest on convertible debt 767 1,081 — 317 Gain from change in fair value of debt (52,294) (17,221) — (5,945) Net loss attributable to Amyris, Inc. common stockholders, diluted $ (84,471) $ (98,871) $ (308,027) $ (278,712) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic 300,888,579 227,267,553 286,919,463 189,192,973 Net loss per share, basic $ (0.11) $ (0.37) $ (1.07) $ (1.44) Weighted-average shares of common stock outstanding 300,888,579 227,267,553 286,919,463 189,192,973 Effect of dilutive convertible debt 16,680,334 15,464,681 — 2,313,526 Weighted-average shares of common stock equivalents used in computing net loss per share of common stock, diluted 317,568,913 242,732,234 286,919,463 191,506,499 Net loss per share, diluted $ (0.27) $ (0.41) $ (1.07) $ (1.46) For the three months ended September 30, 2021 and 2020 and for the nine months ended September 30, 2020, basic income per share differed from diluted loss per share, because the inclusion of all potentially dilutive securities outstanding was dilutive. For the nine months ended September 30, 2021, basic loss per share equaled diluted loss per share, because the inclusion of all potentially dilutive securities outstanding was antidilutive. The following table presents outstanding shares of potentially dilutive securities: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Period-end common stock warrants 4,256,065 43,298,741 4,256,065 43,298,741 Convertible promissory notes (1) — — 16,680,334 8,574,399 Period-end stock options to purchase common stock 3,157,279 6,571,703 3,157,279 6,571,703 Period-end restricted stock units 14,127,109 7,722,630 14,127,109 7,722,630 Period-end preferred stock — 1,943,661 — 1,943,661 Total potentially dilutive securities excluded from computation of diluted loss per share 21,540,453 59,536,735 38,220,787 68,111,134 ______________ (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, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Guarantor Arrangements The Company has agreements whereby it indemnifies its executive officers and directors for certain events or occurrences while the executive officer or director is serving in his or her official capacity. The indemnification period remains enforceable for the executive officer's or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any future payments. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. Accordingly, the Company had no liabilities recorded for these agreements as of September 30, 2021 and December 31, 2020. The Foris Convertible Note (see Note 4, "Debt") is collateralized by first-priority liens on substantially all of the Company's assets, including Company intellectual property, other than certain Company intellectual property licensed to DSM and the Company's shares of Aprinnova. Certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the Foris Convertible Note. The obligations of the Company under the Naxyris Note (see Note 4, "Debt") are (i) guaranteed by the Subsidiary Guarantors and (ii) secured by a perfected security interest in substantially all of the assets of the Company and the Subsidiary Guarantors (the Collateral), junior in payment priority to Foris subject to certain limitations and exceptions, as well as the terms of the Intercreditor Agreement. Other Matters Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but will only be recorded when one or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgement. In assessing loss contingencies related to legal proceedings that are pending against and by the Company or unasserted claims that may result in such proceedings, the Company's management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. On April 3, 2019, a securities class action complaint was filed against Amyris and our CEO, John G. Melo, and former CFO, 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. In early 2021, the parties attended court-ordered mediation, but as the case did not settle, the parties commenced discovery. On July 30, 2021, plaintiffs filed a motion seeking class certification and the Company filed its opposition on September 24, 2021. 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 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. On November 3, 2020, Bonner re-filed its derivative complaint against the Company in San Mateo County Superior Court. The Company filed its demurrer to the complaint on January 13, 2021 and attended a preliminary hearing on April 22, 2021. An additional shareholder derivative complaint (Kimbrough v. Melo, et al.), substantially identical to the Bonner complaint, was filed on December 18, 2020 in the United States District Court for the Northern District of California. On February 19, 2021, the Company filed its motion to dismiss the Kimbrough complaint. In response, the Kimbrough complaint was dismissed in federal court on March 4, 2021 and refiled in state court on March 12, 2021. By agreement, the Kimbrough and Bonner complaints were consolidated for all purposes on April 9, 2021. The motion to dismiss was granted without prejudice on June 30, 2021, whereby the plaintiffs must file an amended complaint. The Company believes the securities class action and derivative complaints lack 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 from these matters. 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). The Company filed motions to compel arbitration or to dismiss on October 2, 2020. On October 30, Lavvan filed its opposition to the motions and the Company filed its reply to such opposition on November 13, 2020. The court denied the Company's motions on July 26, 2021, and the Company appealed the court's ruling regarding its motion to compel arbitration on July 27, 2021. The Company believes 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. 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, and are not predictable with reasonable assurance; 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 condensed consolidated financial statements for the relevant reporting period could be materially adversely affected. |
Revenue Recognition and Contrac
Revenue Recognition and Contract Assets and Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
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) 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total North America $ 29,255 $ 6 $ 495 $ 29,756 $ 20,759 $ — $ 263 $ 21,022 Europe 3,793 6,000 3,059 12,852 3,752 3,563 919 8,234 Asia 2,598 — 1,798 4,396 1,542 — 1,936 3,478 Brazil 457 — — 457 1,298 — — 1,298 Other 405 — — 405 226 — — 226 $ 36,508 $ 6,006 $ 5,352 $ 47,866 $ 27,577 $ 3,563 $ 3,118 $ 34,258 Nine Months Ended September 30, (In thousands) 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total North America $ 79,574 $ 11,006 $ 745 $ 91,325 $ 49,568 $ — $ 263 $ 49,831 Europe 9,265 149,800 8,309 167,374 10,100 9,714 6,073 25,887 Asia 10,932 — 5,322 16,254 7,901 — 6,724 14,625 Brazil 1,102 — — 1,102 2,546 — — 2,546 Other 986 — — 986 504 — — 504 $ 101,859 $ 160,806 $ 14,376 $ 277,041 $ 70,619 $ 9,714 $ 13,060 $ 93,393 The following table presents revenue by major product and service, as well as by management classification: Three Months Ended September 30, (In thousands) 2021 2020 Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Consumer $ 22,984 $ 6 $ — $ 22,990 $ 12,309 $ — $ — $ 12,309 Ingredients 13,524 — — 13,524 15,268 3,563 — 18,831 R&D and other services — 6,000 5,352 11,352 — — 3,118 3,118 $ 36,508 $ 6,006 $ 5,352 $ 47,866 $ 27,577 $ 3,563 $ 3,118 $ 34,258 Nine Months Ended September 30, (In thousands) 2021 2020 Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Consumer $ 59,583 $ 6 $ — $ 59,589 $ 34,362 $ — $ — $ 34,362 Ingredients 42,276 153,800 — 196,076 36,257 9,714 — 45,971 R&D and other services — 7,000 14,376 21,376 — — 13,060 13,060 $ 101,859 $ 160,806 $ 14,376 $ 277,041 $ 70,619 $ 9,714 $ 13,060 $ 93,393 Revenue from Significant Revenue Agreements In connection with the significant revenue agreements discussed below and others previously disclosed (see Note 10, “Revenue Recognition” in Part II, Item 8 of the 2020 Form 10-K), the Company recognized the following revenue: Three Months Ended September 30, (In thousands) 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total DSM - related party $ 6,214 $ 6,000 $ 2,000 $ 14,214 $ 88 $ — $ 750 $ 838 Sephora 9,080 — — 9,080 3,501 — — 3,501 Yifan — — 1,798 1,798 — — 1,937 1,937 Firmenich 127 — 555 682 5,099 3,563 — 8,662 PureCircle 44 — — 44 — — — — Givaudan — — — — 2,059 — — 2,059 Subtotal revenue from significant revenue agreements 15,465 6,000 4,353 25,818 10,747 3,563 2,687 16,997 Revenue from all other customers 21,043 6 999 22,048 16,830 — 431 17,261 Total revenue from all customers $ 36,508 $ 6,006 $ 5,352 $ 47,866 $ 27,577 $ 3,563 $ 3,118 $ 34,258 Nine Months Ended September 30, (In thousands) 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total DSM - related party $ 12,495 $ 149,612 $ 6,000 $ 168,107 $ 193 $ 3,750 $ 5,019 $ 8,962 Sephora 21,599 — — 21,599 10,389 — — 10,389 Yifan — — 5,322 5,322 90 — 6,675 6,765 PureCircle 2,297 10,000 — 12,297 — — — — Firmenich 506 187 1,328 2,021 7,308 5,964 454 13,726 Givaudan 210 — — 210 5,328 — — 5,328 Subtotal revenue from significant revenue agreements 37,107 159,799 12,650 209,556 23,308 9,714 12,148 45,170 Revenue from all other customers 64,752 1,007 1,726 67,485 47,311 — 912 48,223 Total revenue from all customers $ 101,859 $ 160,806 $ 14,376 $ 277,041 $ 70,619 $ 9,714 $ 13,060 $ 93,393 DSM License Agreement and Contract Assignment On March 31, 2021, the Company and DSM entered into a license agreement and asset purchase agreement pursuant to which DSM acquired exclusive rights to the Company’s Flavor and Fragrance (F&F) product portfolio. The Company granted DSM exclusive licenses covering specific intellectual property (F&F Intellectual Property License) of the Company and assigned the Company’s rights and obligations under certain F&F ingredients supply agreements to DSM, in exchange for non-refundable upfront consideration totaling $150 million, and up to $235 million of contingent consideration if and when certain commercial milestones are achieved in each of the calendar years 2022 through 2024. DSM also acquired the Company’s F&F finished goods inventory on-hand, unbilled accounts receivables and billed accounts receivable that were uncollected at closing. The Company and DSM also entered into a 15-year manufacturing agreement whereby the Company will manufacture certain F&F ingredients for DSM to supply to third parties. The Company determined the licenses to be functional intellectual property licenses allowing DSM the immediate use of and benefit from the technology, and concluded the licenses and related assigned F&F ingredients supply agreements, the asset purchase agreement and the manufacturing agreement were revenue contracts within the scope of ASC 606. The Company identified three distinct performance obligations: (i) F&F license, (ii) finished goods inventory and (iii) receivables, that once delivered are satisfied at a point in time. The Company also concluded the additional contingent consideration and manufacturing supply agreement represent variable consideration that will be fully constrained until the commercial targets are probable of achievement and the products are manufactured and sold. The Company allocated the $150 million transaction price to the three revenue performance obligations using the residual approach. The transaction price was first allocated to the transferred inventory and receivables at the stand-alone selling price for these performance obligations, and the residual consideration was allocated to the F&F intellectual property licenses: • Finished goods inventory - $1.5 million • Receivables - $4.9 million • F&F intellectual property licenses - $143.6 million The Company also concluded the F&F intellectual property licenses and the assigned F&F supply agreements had been fully delivered with no further performance obligation upon closing the transaction, and recognized license revenue of $143.6 million for the nine months ended September 30, 2021. Due to the related party nature of the transaction with DSM, who is a significant shareholder with two members on the Company’s board of directors, the Company performed a fair value assessment of the F&F intellectual property licenses under an income approach using a discounted cash flow model, in part with the assistance of a third-party valuation firm, and concluded the $143.6 million residual consideration received in exchange for the F&F intellectual property licenses approximated the fair value and stand-alone selling price of the F&F intellectual property licenses. DSM Performance Agreement In December 2017, the Company and DSM entered into a research and development services agreement (Performance Agreement), pursuant to which the Company would provide services to DSM relating to the further development of the technology underlying farnesene-related products in exchange for certain bonus payments in the event that specific performance metrics were achieved. If the Company did not meet the established metrics under the Performance Agreement, the Company would be required to pay $1.9 million to DSM. The Company accounted for the Performance Agreement under ASC 606 as a combined transaction with the Farnesene license granted to DSM in connection with the sale of the Brotas facility in December 2017. The Performance Agreement was allocated $1.2 million of the transaction price under a relative fair value allocation approach, and was recorded as a contract asset reflecting the Company’s right to receive additional consideration and deferred revenue reflecting the probability of returning to DSM a portion of the cash received under the combined transaction. In the first quarter of 2021, the Company and DSM determined the performance metrics would not be reasonably achieved without the Company providing further research and development services and concluded the Performance Agreement and related activities should be terminated. As a result, the Company paid DSM $1.9 million and reduced the deferred revenue liability, and expensed the contract asset balance and recorded $1.9 million of additional research and development expense during the nine months ended September 30, 2021. DSM Ingredients Collaboration Pursuant to the September 2017 research and development collaboration agreement, as amended, the Company provides DSM with research and development services for specific field of use ingredie nts. The Company concluded the amended agreement contained a single performance obligation to provide research and development services delivered over time and that revenue recognition is based on an input measure of progress as labor hours are expended each quarter. DSM funds the development work with payments of $2.0 million quarterly from October 1, 2020 to September 30, 2021 for services singularly focused on achieving a certain fermentation yield and cost target over the twelve-month period. During the three and nine months ended September 30, 2021, the Company recognized $2.0 million and $6.0 million of collaboration revenue in connection with the amended agreement. DSM Dev e loper License In September 2021, the Company granted DSM a three-year license to perform research and development to improve and enhance certain technology underlying the Company’s farnesene-related yeast strain in exchange for a $6.0 million license fee. The Company determined the license to be a functional intellectual property license allowing DSM the immediate use of and benefit from the technology and concluded the license agreement was a revenue contract within the scope of ASC 606. The Company concluded the license agreement contained a single performance obligation to deliver the technology license, and that once delivered was satisfied at a point in time. The Company recorded the $6.0 million fee as license and royalty revenue in the three and nine months ended September 30, 2021. PureCircle License and Supply Agreement On June 1, 2021, the Company and PureCircle Limited (PureCircle), a subsidiary of Ingredion Incorporated, entered into an intellectual property license agreement under which the Company (i) granted certain intellectual property licenses to PureCircle to make, have made, commercialize and advance the development of sustainably sourced, zero-calorie, nature-based sweeteners and potentially other types of fermentation-based ingredients, as the exclusive global business-to-business commercialization partner for the Company’s sugar reduction technology that includes fermented RebM, (ii) entered into a product supply and profit sharing agreement to provide manufacturing services and products to PureCircle, and (iii) assigned and transferred certain customer contracts to PureCircle related to the sale and distribution of RebM. Concurrent with the PureCircle license and product supply agreements, Ingredion purchased 31% of the membership interests in Amyris RealSweet LLC (RealSweet), a 100% owned subsidiary of the Company, which entity owns the new manufacturing facility under construction in Brazil. Ingredion’s purchase of the contingently redeemable noncontrolling interest in RealSweet was deemed to be an equity transaction to be accounting for under ASC 810, Consolidation and ASR 268, Presentation in Financial Statements of Redeemable Preferred Stocks (see Note 5, ”Mezzanine Equity” for further information). Under the PureCircle license agreement, the Company will continue to own and market its Purecane ® consumer brand offering of tabletop and culinary sweetener products to consumers. As consideration for the license and product supply agreements, the Company received a $10 million license fee at closing and may receive additional payments in the aggregate of up to $35 million upon achievement of certain milestones related to RebM sales and manufacturing cost targets. Additionally, under the product supply and profit sharing agreement, the Company will earn revenues from product sales to PureCircle and a profit share from future product sales, including RebM, by PureCircle. The Company determined the PureCircle license to be a functional intellectual property license allowing PureCircle the immediate use of and benefit from the technology and concluded the license, the product supply and profit sharing agreement and the assigned contracts would be treated as a combined revenue contract within the scope of ASC 606, Revenue Contracts with Customers. The Company identified two distinct performance obligations in the revenue contract: (i) granting of the intellectual property license and (ii) the manufacturing and delivery of products under the product supply and profit sharing agreement. The functional intellectual property license is deemed to be satisfied at a point in time upon delivery of the license, and the product supply and profit-sharing performance obligation is considered variable consideration to be delivered over time if and when commercial production of the products begin. The Company also concluded the contingent milestone payments and the profit-sharing provisions represents variable consideration that is dependent upon future contingent events, and will be fully constrained from the transaction price until the commercial targets are probable of achievement and the future products are manufactured and then sold by PureCircle. The Company also concluded the intellectual property license had been fully delivered upon closing the transaction and recognized license revenue of $10 million in the three months ended June 30, 2021. Yifan Collaborations The Company has a collaboration agreement with Yifan Pharmaceutical Co., Ltd. (Yifan), a leading Chinese pharmaceutical company. During the three and nine months ended September 30, 2021, the Company recognized $1.8 million and $5.3 million of collaboration revenue in connection with the amended agreement. During the three and nine months ended September 30, 2020, the Company recognized $1.8 million and $5.3 million of collaboration revenue in connection with the amended agreement. Since inception of the agreement, the Company has recognized $19.7 million of cumulative-to-date collaboration revenue in connection with the agreement. At September 30, 2021, the Company also recorded a $2.9 million contract asset in connection with the Collaboration Agreement. For more information about the DSM ingredients collaboration and Yifan collaboration, see the Company's 2020 Form 10-K, Part II, Item 8, Note 10, "Revenue Recognition". 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 assets and contract liabilities from contracts with customers: (In thousands) September 30, 2021 December 31, 2020 Accounts receivable, net $ 34,920 $ 32,846 Accounts receivable - related party, net $ 10,841 $ 12,110 Contract assets $ 3,513 $ 4,178 Contract assets - related party $ 2,000 $ 1,203 Contract liabilities $ 3,486 $ 4,468 Contract liabilities, noncurrent (1) $ 111 $ 111 (1) As of September 30, 2021 and December 31, 2020, contract liabilities, noncurrent is presented in Other noncurrent liabilities in the condensed consolidated balance sheets. Remaining Performance Obligations The following table provides information regarding the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) based on the Company's existing agreements with customers as of September 30, 2021. (In thousands) As of September 30, 2021 Remaining 2021 $ 1,292 2022 143 2023 143 2024 143 2025 and thereafter 286 Total from all customers $ 2,007 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 $281.7 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, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Debt See Note 4, "Debt," for details of the DSM Notes Amendments and Repayments that occurred during the nine months ended September 30, 2021. Related party debt was as follows (1) : September 30, 2021 December 31, 2020 In thousands Principal Unaccreted Debt Discount Change in Fair Value Net Principal Unaccreted Debt Discount Change in Fair Value Net Foris notes $ 55,041 $ — $ 223,096 $ 278,137 $ 55,041 $ — $ 73,123 $ 128,164 DSM note 10,000 (2,504) — 7,496 33,000 (2,443) — 30,557 $ 65,041 $ (2,504) $ 223,096 $ 285,633 $ 88,041 $ (2,443) $ 73,123 $ 158,721 (1) Naxyris was a related party at December 31, 2020, but ceased to be a related party upon Carole Piwnica’s departure from the Company’s Board of Directors on May 29, 2021. For the purpose of comparability, the condensed consolidated balance sheets classify the Naxyris note as nonrelated party debt at both September 30, 2021 and December 31, 2020. Related Party Equity Related party equity transactions were as follows: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Shares Issued Fair Value of Transaction, in Thousands Shares Issued Fair Value of Transaction, in Thousands Issuance of Common Stock Upon Exercise of Warrants DSM 12,114,910 5 — — Foris 3,778,230 10,844 24,165,166 68,765 15,893,140 $ 10,849 24,165,166 $ 68,765 Issuance of Common Stock in Private Placement Foris — $ — 10,505,652 $ 27,189 Issuance of Common Stock Rights Warrant Foris — $ — — $ 8,904 Exercise of Common Stock Rights Warrant Foris — $ — 5,226,481 $ 15,000 Issuance of Preferred Stock in Private Placement Foris — $ — 30,000 $ 30,000 Related Party Revenue See Note 10, "Revenue Recognition", for information about the March 31, 2021 DSM License Agreement and Contract Assignment. Related Party Accounts Receivable, Unbilled Receivables and Accounts Payable Related party accounts receivable, contract assets and accounts payable were as follows: (In thousands) September 30, 2021 December 31, 2020 Accounts receivable - related party $ 10,841 $ 12,110 Contract assets - related party $ 2,000 $ 1,203 Accounts payable - related party $ 13,238 $ 5,011 |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 was as follows: Quantity of Stock Options Weighted- Weighted-average Aggregate Outstanding - December 31, 2020 6,502,096 $ 7.64 7.6 $ 8,875 Granted 687,729 $ 13.92 Exercised (598,090) $ 5.24 Forfeited or expired (3,434,456) $ 7.14 Outstanding - September 30, 2021 3,157,279 $ 10.00 7.6 $ 20,941 Vested or expected to vest after September 30, 2021 3,032,476 $ 10.06 7.5 $ 20,243 Exercisable at September 30, 2021 1,465,549 $ 12.58 6.0 $ 10,272 Activity related to the Company’s restricted stock units (RSUs) (including performance-based restricted stock units (PSUs)) for the nine months ended September 30, 2021 was as follows: Quantity of Restricted Stock Units Weighted-average Grant-date Fair Value Weighted-average Remaining Contractual Life, in Years Outstanding - December 31, 2020 7,043,909 $ 4.18 1.5 Awarded 10,410,521 $ 12.38 Released (2,672,650) $ 5.80 Forfeited (654,671) $ 5.83 Outstanding - September 30, 2021 14,127,109 $ 9.84 2.9 Vested or expected to vest after September 30, 2021 12,123,689 $ 9.68 2.8 Stock-based compensation expense related to employee and nonemployee options, RSUs, PSUs and ESPP during the three and nine months ended September 30, 2021 and 2020 is reflected in the condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2021 2020 2021 2020 Cost of products sold $ 79 $ — $ 216 $ — Research and development 1,565 928 3,945 2,774 Sales, general and administrative 7,261 2,492 17,772 7,081 Total stock-based compensation expense $ 8,905 $ 3,420 $ 21,933 $ 9,855 As of September 30, 2021, $134.4 million of unrecognized compensation expense related to stock options and RSUs is expected to be recognized over a weighted-average period of 3.5 years. Evergreen Shares for 2020 Equity Incentive Plan and 2010 Employee Stock Purchase Plan In March 2021, the Board approved increases to the number of shares available for issuance under the Company's 2020 Equity Incentive Plan (the 2020 Equity Plan) and 2010 Employee Stock Purchase Plan (the 2010 ESPP). The increase in shares in connection with the 2020 Equity Plan represented an automatic annual increase in the number of shares available for grant and issuance under the 2020 Equity Plan of 12,247,572 shares (Evergreen Shares). This increase is equal to approximately 5.0% of the 244,951,446 total outstanding shares of the Company’s common stock as of December 31, 2020. This automatic increase was effective as of January 1, 2021. The increase in shares in connection with the 2010 ESPP represented an automatic annual increase in the number of shares reserved for issuance of 42,077 shares, which represents the remaining allowable under the existing 1,666,666 maximum limit for share issuance under the 2010 ESPP. This automatic increase was effective as of January 1, 2021. Performance-based Stock Units During the three months ended June 30, 2021, the Company’s chief operating officer received performance-based restricted stock units (the COO PSUs) with a per share grant date fair value of $13.39. COO PSUs are equity awards with the final number of restricted stock units that may vest determined based on the Company’s performance against pre-established performance metrics that are related to the completed construction and the successful scaling, commissioning and transitioning of new plants, and the successful launching of new brands. The performance metrics are measured from the grant date through December 31, 2022. The COO PSUs vest in six tranches contingent upon the achievement of both operational performance metrics and the chief operating officer’s continued employment with the Company. Over the measurement period, the number of COO PSUs that may vest and the related stock-based compensation expense that is recognized is adjusted upward or downward based upon the probability of achieving the operational performance metrics. Depending on the probability of achieving the operational performance metrics and certification by the Company’s Board or Leadership, Development, Inclusion and Compensation Committee of achievement of those operational performance metrics for each tranche, the COO PSUs vesting could be from 0 to 600,000 restricted stock units. As of September 30, 2021, the Company’s management has determined that all milestones are probable of achievement. Stock-based compensation expense for this award totaled $8.0 million on the grant date and is recognized ratably through December 31, 2022. Approximately $1.3 million and $1.8 million of stock-based compensation has been recorded to general and administrative expense during the three and nine month period ended September 30, 2021, respectively. During the three months ended September 30, 2021, the Company’s chief executive officer and chief financial officer each received performance-based restricted stock units (the CEO PSUs and the CFO PSUs) with a per share grant date fair value ranging from $9.79 to $12.93. The CEO PSUs and the CFO PSUs are equity awards with both a service condition and market condition. The number of CEO PSUs that may vest could be from 0 to 6,000,000 restricted stock units and the number of CFO PSUs that may vest could be from 0 to 300,000 restricted stock units, determined based on the performance of the Company’s stock against pre-established Volume Weighted Average Price (VWAP) targets. The VWAP targets are measured from the grant date through July 1, 2025. Upon approval of the CEO PSUs by stockholders and immediately prior to the effectiveness of the CEO PSUs, the performance-based stock option to purchase up to 3,250,000 shares of our common stock granted to the Company’s chief executive officer in 2018 (the 2018 CEO PSO) was automatically cancelled and forfeited. The performance metrics of the 2018 CEO PSO had not been achieved and were not probable to be achieved prior to the conclusion of its term. The CEO PSUs, which are treated as a modification to the 2018 CEO PSO, and the CFO PSUs, vest in four tranches contingent upon both the achievement of VWAP targets and the respective officer’s continued employment with the Company through the vesting dates. Over the measurement period, the number of PSUs that may vest and the related stock-based compensation expense that is recognized is adjusted based upon the actual date of achieving the VWAP targets. Stock-based compensation expense totaled $68.0 million for the CEO PSUs and $3.4 million for the CFO PSUs on the grant date and is recognized ratably through July 1, 2026. Approximately $2.4 million of stock-based compensation has been recorded to general and administrative expense during the three and nine month period ending September 30, 2021. Stock-based compensation expense is not subject to reversal even if the market condition is not achieved. The fair value of PSUs was determined using a Monte Carlo simulation with the following assumptions: Risk-free interest rate 0.48% Expected volatility of the Company’s Common Stock 101% |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsNone. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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. |
Acquisitions | Acquisitions When the Company acquires a controlling financial interest in an entity or group of assets that are determined to meet the definition of a business, the acquisition method described in ASC Topic 805, Business Combinations, is applied. The Company allocates the purchase consideration paid to acquire the business to the assets and liabilities acquired based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill. The determination of fair values of identifiable assets and liabilities requires significant judgments and estimates and the use of valuation techniques when market value is not readily available. If during the measurement period (a period not to exceed 12 months from the acquisition date) the Company receives additional information that existed as of the acquisition date but at the time of the original allocation described above was unknown, the Company makes the appropriate adjustments to the purchase price allocation in the reporting period in which the adjustments are identified. Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with ASC 805, “Contingencies”, as appropriate, with the corresponding gain or loss being recognized in profit or loss. |
Goodwill | Goodwill Goodwill represents the excess of the cost over the fair value of net assets acquired from the Company's business combinations. Goodwill is not subject to amortization and is assessed for impairment using fair value measurement techniques on an annual basis, during the fourth quarter, or more frequently if facts and circumstance warrant such a review. Goodwill is assigned to reporting units within the company. The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests, whereby the fair value of a reporting unit is compared with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds its estimated fair value, an impairment loss is recognized in an amount equal to the excess, up to the carrying value of the goodwill. No impairment of goodwill has occurred during the periods presented in these condensed consolidated financial statements. |
Intangible Assets | Intangible Assets Intangible assets are comprised primarily of customer relationships, trademarks and trade names, developed technology, patents and other acquired through business combinations. Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization periods of assets with finite lives are based on management’s estimates at the date of acquisition. The fair value of intangibles assets is determined based on a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. We believe the assumptions are representative of those a market participant would use in estimating fair value. The fair values of the intangible assets were determined to be Level 3 under the fair value hierarchy. Level 3 inputs are unobservable inputs for an asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available thereby allowing for fair value estimates to be made in situations in which there is little, if any, market activity for an asset or liability at the measurement date. For more information on the fair value hierarchy, see Note 3 of the Notes to the Condensed Consolidated Financial Statements. We consider the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting a useful life. Intangible assets with finite useful lives are amortized using an accelerated amortization method reflecting the pattern in which the asset will be consumed if that pattern can be reliably determined. If that pattern cannot be reliably determined, a straight-line amortization method is utilized. Intangible assets are evaluated periodically for impairment by taking into account events or changes in circumstances that may warrant revised estimates of useful lives or that indicate the carrying value of an asset group may not be recoverable. If this evaluation indicates that the value of the intangible asset may be impaired, an assessment is made of the recoverability of the net carrying value of the intangible asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated discounted future cash flows of the asset group over the estimated useful life, an impairment will be recorded to reduce the net carrying value of the related intangible asset to its fair value and may require an adjustment to the remaining amortization period. |
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 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. Significant estimates and judgements used in these consolidated financial statements are discussed in the relevant |
Accounting Standards or Updates Recently Adopted and Accounting Standards or Updates Not Adopted | Accounting Standards or Updates Recently Adopted In the nine months ended September 30, 2021, the Company adopted these accounting standards or updates: Accounting for Income Taxes . In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . 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 became effective for the Company in the first quarter of fiscal year 202 1. The adoption of this standard did not have any impact on the Company’s condensed consolidated financial statements. Equity Securities, Equity-method Investments and Certain Derivative s . In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 . The guidance provides clarification of the interaction of rules for equity securities, the equity method of accounting and forward contracts and purchase options on certain types of securities. ASU 2020-01 became effective for the Company in the first quarter of 2021. 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 will be effective for the Company in the first quarter of 2023. The Company is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures. Convertible Debt, and Derivatives and Hedging . In August 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 will be effective for the Company in the first quarter of 2022. The Company is currently evaluating the amended guidance and the impact on its consolidated financial statements and related disclosures. |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Allowance for Doubtful Accounts | Allowance for Doubtful Accounts (In thousands) Balance at Beginning of Period Provisions Write-offs, Net Balance at End of Period Nine months ended September 30, 2021 $ 137 $ 806 $ (4) $ 939 Nine months ended September 30, 2020 $ 45 $ 57 $ — $ 102 |
Schedule of Inventories | Inventories (In thousands) September 30, 2021 December 31, 2020 Raw materials $ 29,368 $ 11,800 Work-in-process 6,443 10,760 Finished goods 36,251 20,302 Inventories $ 72,062 $ 42,862 |
Schedule of Deferred Cost of Products Sold - Related Party | Deferred cost of products sold - related party (In thousands) September 30, 2021 December 31, 2020 Deferred cost of products sold - related party $ 9,182 $ 9,801 Deferred cost of products sold, noncurrent - related party 3,061 9,939 Total $ 12,243 $ 19,740 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets (In thousands) September 30, 2021 December 31, 2020 Prepayments, advances and deposits $ 23,043 $ 6,637 Non-inventory production supplies 3,306 3,989 Recoverable taxes from Brazilian government entities 1,065 1,063 Other 2,959 1,414 Total prepaid expenses and other current assets $ 30,373 $ 13,103 |
Schedule of Property, Plant and Equipment, Net | Property, Plant and Equipment, Net (In thousands) September 30, 2021 December 31, 2020 Machinery and equipment $ 51,641 $ 50,415 Leasehold improvements 45,195 45,197 Computers and software 8,399 6,741 Furniture and office equipment, vehicles and land 3,714 3,507 Construction in progress 28,646 7,250 137,595 113,110 Less: accumulated depreciation and amortization (84,471) (80,235) Property, plant and equipment, net $ 53,124 $ 32,875 |
Schedule of Depreciation and Amortization | During the three and nine months ended September 30, 2021 and 2020, depreciation and amortization expense, including amortization of right-of-use assets under financing leases, was as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2021 2020 2021 2020 Depreciation and amortization expense $ 2,226 $ 1,905 $ 4,300 $ 5,300 |
Schedule of Goodwill | The changes in the carrying amount of goodwill were as follows: (In thousands) September 30, 2021 Balance at beginning of year $ — Acquisitions 130,927 Effect of currency translation adjustment (2,235) Ending balance $ 128,692 |
Schedule of Finite-Lived Intangible Assets | The following table summarizes the components of intangible assets (in thousands, except estimated useful life): September 30, 2021 Amounts in thousands Estimated Useful Life Gross Accumulated Amortization Net Trademarks and trade names 10 $ 11,472 $ (301) $ 11,171 Customer relationships 5 - 16 8,187 (124) 8,063 Developed technology 12 19,884 (50) 19,834 Patents 17 600 (6) 594 Total intangible assets $ 40,143 $ (481) $ 39,662 |
Schedule of Finite-lived Intangible Assets Amortization Expense | Total future amortization estimated as of September 30, 2021 is as follows (in thousands): Amounts in thousands 2021 (remainder) $ 496 2022 2,287 2023 3,551 2024 4,590 2025 4,792 Thereafter 23,946 Total future amortization $ 39,662 |
Schedule of Lease, Cost | Information related to the Company's right-of-use assets and related lease liabilities were as follows: Nine Months Ended September 30, 2021 2020 Cash paid for operating lease liabilities, in thousands $5,659 $5,759 Right-of-use assets obtained in exchange for new operating lease obligations, in thousands $3,397 $— Weighted-average remaining lease term 3.5 2.5 Weighted-average discount rate 17.6% 18.0% |
Schedule of Lessee, Lease Liability, Maturity | Maturities of lease liabilities as of September 30, 2021 were as follows: Years ending December 31: (In thousands) Financing Operating Total Leases 2021 (Remaining Three Months) $ 1,205 $ 2,143 $ 3,348 2022 21 8,896 8,917 2023 21 4,157 4,178 2024 21 739 760 2025 21 613 634 Thereafter 15 5,406 5,421 Total lease payments 1,304 21,954 23,258 Less: amount representing interest (59) (7,446) (7,505) Total lease liability $ 1,245 $ 14,508 $ 15,753 Current lease liability $ 1,182 $ 6,786 $ 7,968 Noncurrent lease liability 63 7,722 7,785 Total lease liability $ 1,245 $ 14,508 $ 15,753 |
Schedule of Other Assets | Other Assets (In thousands) September 30, 2021 December 31, 2020 Advance payment for manufacturing equipment $ 3,000 $ — Equity-method investment 2,472 2,380 Deposits 130 128 Other 1,151 1,196 Total other assets $ 6,753 $ 3,704 |
Schedule of Accrued and Other Current Liabilities | Accrued and Other Current Liabilities (In thousands) September 30, 2021 December 31, 2020 Beauty Labs deferred consideration payable (1) $ 31,921 $ — Accrued interest 9,112 9,327 Payroll and related expenses 8,491 8,230 Asset retirement obligation (2) 3,371 3,041 Professional services 3,304 994 Contract termination fees 2,554 5,344 Tax-related liabilities 907 656 Ginkgo partnership payments obligation 878 878 Other 2,143 2,237 Total accrued and other current liabilities $ 62,681 $ 30,707 ______________ (1) The Beauty Labs deferred consideration will be settled with Amyris common stock in February 2022.See Note 7, "Acquisitions", for additional information. (2) The asset retirement obligation represents liabilities incurred but not yet discharged in connection with our 2013 abandonment of a partially constructed facility in Pradópolis, Brazil. |
Schedule of Other Noncurrent Liabilities | Other noncurrent liabilities (In thousands) September 30, 2021 December 31, 2020 Liability in connection with acquisition of equity-method investment $ 8,196 $ 6,771 Ginkgo partnership payments obligation, net of current portion 8,076 7,277 Liability for unrecognized tax benefit 7,666 7,496 Contract liabilities, net of current portion 111 111 Other 130 1,099 Total other noncurrent liabilities $ 24,179 $ 22,754 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Foris Convertible Note (LSA Amendment) $ — $ — $ 273,137 $ 273,137 $ — $ — $ 123,164 $ 123,164 Contingent consideration — — 65,077 65,077 — — — — Freestanding derivative instruments issued in connection with other debt and equity instruments — — 21,340 21,340 — — 8,451 8,451 Embedded derivatives bifurcated from debt instruments — — 125 125 — — 247 247 Senior Convertible Notes — — — — — — 53,387 53,387 Total liabilities measured and recorded at fair value $ — $ — $ 359,679 $ 359,679 $ — $ — $ 185,249 $ 185,249 |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | For the three and nine months ended September 30, 2021, the Company recorded losses of zero and $54.4 million, respectively, from change in fair value of debt in connection with fair value remeasurement of the Senior Convertible Notes, as follows: In thousands Fair value at December 31, 2020 $ 53,387 Loss from change in fair value 54,386 Less: principal converted into common stock (30,020) Less: fair value adjustment extinguished upon conversion of debt principal (77,753) Fair value at September 30, 2021 $ — The fair value of contingent consideration is classified as Level 3. The changes in fair value are as follows: (In thousands) September 30, 2021 Beginning balance January 1, 2021 $ — Costa Brazil 8,100 MG Empower 4,071 Olika 13,778 Beauty Labs 39,128 Change in fair value of contingent consideration — Ending balance September 30, 2021 $ 65,077 |
Schedule of Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation of the beginning and ending balances for the Company's derivative liabilities recognized in connection with the issuance of debt instruments, either freestanding or embedded, measured at fair value using significant unobservable inputs (Level 3): (In thousands) Derivative Liability Balance at December 31, 2020 $ 8,698 Change in fair value of derivative instruments 12,826 Derecognition on settlement or extinguishment (59) Balance at September 30, 2021 $ 21,465 |
Schedule of 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, 2021 December 31, 2020 Fair value of common stock on issue date $13.73 $2.56 – $6.18 Exercise price of warrants $2.87 $2.87 – $3.25 Expected volatility 107% 94% – 117% Risk-free interest rate 0.28% 0.13% – 1.58% Expected term in years 2 1 – 2 Dividend yield 0.0 % 0.0 % |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Net carrying amounts of debt are as follows: September 30, 2021 December 31, 2020 (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 $ — $ 23,367 $ 53,387 Related party convertible notes payable Foris convertible note (due July 2022) 50,041 — 223,096 273,137 50,041 — 73,123 123,164 Loans payable and credit facilities Ginkgo note (due October 2022) 12,000 — — 12,000 12,000 — — 12,000 Naxyris note (1) (due July 2022) 23,914 (248) 23,666 23,914 (493) — 23,421 Nikko notes (maturity date January 2026) 128 — — 128 2,802 (759) — 2,043 Schottenfeld notes — — — — 12,500 (240) — 12,260 Other loans payable (revolving) 919 — — 919 1,227 — — 1,227 36,961 (248) — 36,713 52,443 (1,492) — 50,951 Related party loans payable DSM notes (due April 2022) 10,000 (2,504) — 7,496 33,000 (2,443) — 30,557 Foris note (due December 2022) 5,000 — — 5,000 5,000 — — 5,000 15,000 (2,504) — 12,496 38,000 (2,443) — 35,557 Total debt $ 102,002 $ (2,752) $ 223,096 322,346 $ 170,504 $ (3,935) $ 96,490 263,059 Less: current portion (305,247) (77,437) Long-term debt, net of current portion $ 17,099 $ 185,622 (1) Naxyris was a related party at December 31, 2020, but ceased to be a related party upon Carole Piwnica’s departure from the Company’s Board of Directors on May 29, 2021. For the purpose of comparability, the condensed consolidated balance sheets classify the Naxyris note as nonrelated party debt at both September 30, 2021 and December 31, 2020. |
Schedule of Long-term Debt Instruments | Future minimum payments under the Company's debt agreements as of September 30, 2021 are as follows: (In thousands) Loans Related Party Convertible Notes Related Party Loans Payable and Credit Facilities Total 2021 (Remaining Three Months) $ 2,155 $ — $ 500 $ 2,655 2022 38,381 59,578 16,898 114,857 2023 33 — — 33 2024 32 — — 32 2025 30 — — 30 Thereafter 6 — — 6 Total future minimum payments 40,637 59,578 17,398 117,613 Less: amount representing interest (3,676) (9,537) (2,398) (15,611) Present value of minimum debt payments 36,961 50,041 15,000 102,002 Less: current portion of debt principal (24,862) (50,041) (10,000) (84,903) Noncurrent portion of debt principal $ 12,099 $ — $ 5,000 $ 17,099 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table summarizes warrants outstanding at September 30, 2021: Transaction Year Issued Expiration Date Number Outstanding as of September 30, 2021 Exercise Price per Share as of September 30, 2021 Silverback warrant 2020 July 10, 2022 1,000,000 $ 3.25 January 2020 warrant exercise right shares 2020 January 31, 2022 431,378 $ 2.87 May 2019 6.50% Note Exchange warrants 2019 January 31, 2022 960,225 $ 2.87 May 2017 cash warrants 2017 July 10, 2022 1,863,056 $ 2.87 May 2017 dilution warrant 2017 July 10, 2022 56,910 $ — July 2015 related party debt exchange 2015 July 29, 2025 58,690 $ 0.15 Other 2011 December 23, 2021 1,406 $ 160.05 4,371,665 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the components of the purchase consideration: (In thousands) Paid at Closing Contingent Consideration Total Cash payments $ 314 $ — $ 314 Amyris common stock value 3,167 70,000 73,167 Fair value adjustments — (61,900) (61,900) Total consideration $ 3,481 $ 8,100 $ 11,581 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation: (In thousands) Net tangible assets $ (540) Trademarks, trade names and other intellectual property 6,949 Customer relationships 1,158 Goodwill 4,014 Total consideration $ 11,581 The following table summarizes the purchase price allocation: (In thousands) Net tangible assets $ (800) Trademarks, trade names and other intellectual property 1,900 Customer relationships and influencer network database 2,600 Goodwill 10,871 Total consideration $ 14,571 The following table summarizes the purchase price allocation: (In thousands) Net tangible assets $ 1,764 Trademarks, trade names and other intellectual property 1,500 Customer relationships 4,500 Patents 600 Goodwill 21,545 Total consideration $ 29,909 The following table summarizes the purchase price allocation: (In thousands) Net tangible assets $ (134) Trademarks, trade names and other intellectual property 1,200 Developed technology 20,300 Goodwill 94,499 Total consideration $ 115,865 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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) 2021 2020 2021 2020 Numerator: Net loss attributable to Amyris, Inc. $ (32,944) $ (23,156) $ (308,814) $ (221,422) Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock — (67,151) — (67,151) Less: loss allocated to participating securities — 6,832 787 15,369 Net loss attributable to Amyris, Inc. common stockholders, basic $ (32,944) $ (83,475) $ (308,027) $ (273,204) Adjustment to earnings allocated to participating securities — 744 — 120 Interest on convertible debt 767 1,081 — 317 Gain from change in fair value of debt (52,294) (17,221) — (5,945) Net loss attributable to Amyris, Inc. common stockholders, diluted $ (84,471) $ (98,871) $ (308,027) $ (278,712) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic 300,888,579 227,267,553 286,919,463 189,192,973 Net loss per share, basic $ (0.11) $ (0.37) $ (1.07) $ (1.44) Weighted-average shares of common stock outstanding 300,888,579 227,267,553 286,919,463 189,192,973 Effect of dilutive convertible debt 16,680,334 15,464,681 — 2,313,526 Weighted-average shares of common stock equivalents used in computing net loss per share of common stock, diluted 317,568,913 242,732,234 286,919,463 191,506,499 Net loss per share, diluted $ (0.27) $ (0.41) $ (1.07) $ (1.46) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents outstanding shares of potentially dilutive securities: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Period-end common stock warrants 4,256,065 43,298,741 4,256,065 43,298,741 Convertible promissory notes (1) — — 16,680,334 8,574,399 Period-end stock options to purchase common stock 3,157,279 6,571,703 3,157,279 6,571,703 Period-end restricted stock units 14,127,109 7,722,630 14,127,109 7,722,630 Period-end preferred stock — 1,943,661 — 1,943,661 Total potentially dilutive securities excluded from computation of diluted loss per share 21,540,453 59,536,735 38,220,787 68,111,134 ______________ (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, 2021 | |
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) 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total North America $ 29,255 $ 6 $ 495 $ 29,756 $ 20,759 $ — $ 263 $ 21,022 Europe 3,793 6,000 3,059 12,852 3,752 3,563 919 8,234 Asia 2,598 — 1,798 4,396 1,542 — 1,936 3,478 Brazil 457 — — 457 1,298 — — 1,298 Other 405 — — 405 226 — — 226 $ 36,508 $ 6,006 $ 5,352 $ 47,866 $ 27,577 $ 3,563 $ 3,118 $ 34,258 Nine Months Ended September 30, (In thousands) 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total North America $ 79,574 $ 11,006 $ 745 $ 91,325 $ 49,568 $ — $ 263 $ 49,831 Europe 9,265 149,800 8,309 167,374 10,100 9,714 6,073 25,887 Asia 10,932 — 5,322 16,254 7,901 — 6,724 14,625 Brazil 1,102 — — 1,102 2,546 — — 2,546 Other 986 — — 986 504 — — 504 $ 101,859 $ 160,806 $ 14,376 $ 277,041 $ 70,619 $ 9,714 $ 13,060 $ 93,393 The following table presents revenue by major product and service, as well as by management classification: Three Months Ended September 30, (In thousands) 2021 2020 Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Consumer $ 22,984 $ 6 $ — $ 22,990 $ 12,309 $ — $ — $ 12,309 Ingredients 13,524 — — 13,524 15,268 3,563 — 18,831 R&D and other services — 6,000 5,352 11,352 — — 3,118 3,118 $ 36,508 $ 6,006 $ 5,352 $ 47,866 $ 27,577 $ 3,563 $ 3,118 $ 34,258 Nine Months Ended September 30, (In thousands) 2021 2020 Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Consumer $ 59,583 $ 6 $ — $ 59,589 $ 34,362 $ — $ — $ 34,362 Ingredients 42,276 153,800 — 196,076 36,257 9,714 — 45,971 R&D and other services — 7,000 14,376 21,376 — — 13,060 13,060 $ 101,859 $ 160,806 $ 14,376 $ 277,041 $ 70,619 $ 9,714 $ 13,060 $ 93,393 |
Revenue in Connection with Significant Revenue Agreement | In connection with the significant revenue agreements discussed below and others previously disclosed (see Note 10, “Revenue Recognition” in Part II, Item 8 of the 2020 Form 10-K), the Company recognized the following revenue: Three Months Ended September 30, (In thousands) 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total DSM - related party $ 6,214 $ 6,000 $ 2,000 $ 14,214 $ 88 $ — $ 750 $ 838 Sephora 9,080 — — 9,080 3,501 — — 3,501 Yifan — — 1,798 1,798 — — 1,937 1,937 Firmenich 127 — 555 682 5,099 3,563 — 8,662 PureCircle 44 — — 44 — — — — Givaudan — — — — 2,059 — — 2,059 Subtotal revenue from significant revenue agreements 15,465 6,000 4,353 25,818 10,747 3,563 2,687 16,997 Revenue from all other customers 21,043 6 999 22,048 16,830 — 431 17,261 Total revenue from all customers $ 36,508 $ 6,006 $ 5,352 $ 47,866 $ 27,577 $ 3,563 $ 3,118 $ 34,258 Nine Months Ended September 30, (In thousands) 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total DSM - related party $ 12,495 $ 149,612 $ 6,000 $ 168,107 $ 193 $ 3,750 $ 5,019 $ 8,962 Sephora 21,599 — — 21,599 10,389 — — 10,389 Yifan — — 5,322 5,322 90 — 6,675 6,765 PureCircle 2,297 10,000 — 12,297 — — — — Firmenich 506 187 1,328 2,021 7,308 5,964 454 13,726 Givaudan 210 — — 210 5,328 — — 5,328 Subtotal revenue from significant revenue agreements 37,107 159,799 12,650 209,556 23,308 9,714 12,148 45,170 Revenue from all other customers 64,752 1,007 1,726 67,485 47,311 — 912 48,223 Total revenue from all customers $ 101,859 $ 160,806 $ 14,376 $ 277,041 $ 70,619 $ 9,714 $ 13,060 $ 93,393 |
Contract with Customer, Asset and Liability | The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers: (In thousands) September 30, 2021 December 31, 2020 Accounts receivable, net $ 34,920 $ 32,846 Accounts receivable - related party, net $ 10,841 $ 12,110 Contract assets $ 3,513 $ 4,178 Contract assets - related party $ 2,000 $ 1,203 Contract liabilities $ 3,486 $ 4,468 Contract liabilities, noncurrent (1) $ 111 $ 111 (1) As of September 30, 2021 and December 31, 2020, 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, 2021. (In thousands) As of September 30, 2021 Remaining 2021 $ 1,292 2022 143 2023 143 2024 143 2025 and thereafter 286 Total from all customers $ 2,007 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Debt | Related party debt was as follows (1) : September 30, 2021 December 31, 2020 In thousands Principal Unaccreted Debt Discount Change in Fair Value Net Principal Unaccreted Debt Discount Change in Fair Value Net Foris notes $ 55,041 $ — $ 223,096 $ 278,137 $ 55,041 $ — $ 73,123 $ 128,164 DSM note 10,000 (2,504) — 7,496 33,000 (2,443) — 30,557 $ 65,041 $ (2,504) $ 223,096 $ 285,633 $ 88,041 $ (2,443) $ 73,123 $ 158,721 (1) Naxyris was a related party at December 31, 2020, but ceased to be a related party upon Carole Piwnica’s departure from the Company’s Board of Directors on May 29, 2021. For the purpose of comparability, the condensed consolidated balance sheets classify the Naxyris note as nonrelated party debt at both September 30, 2021 and December 31, 2020. |
Schedule of Related Party Equity | Related party equity transactions were as follows: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Shares Issued Fair Value of Transaction, in Thousands Shares Issued Fair Value of Transaction, in Thousands Issuance of Common Stock Upon Exercise of Warrants DSM 12,114,910 5 — — Foris 3,778,230 10,844 24,165,166 68,765 15,893,140 $ 10,849 24,165,166 $ 68,765 Issuance of Common Stock in Private Placement Foris — $ — 10,505,652 $ 27,189 Issuance of Common Stock Rights Warrant Foris — $ — — $ 8,904 Exercise of Common Stock Rights Warrant Foris — $ — 5,226,481 $ 15,000 Issuance of Preferred Stock in Private Placement Foris — $ — 30,000 $ 30,000 |
Schedule of Related Party Accounts Receivables | Related party accounts receivable, contract assets and accounts payable were as follows: (In thousands) September 30, 2021 December 31, 2020 Accounts receivable - related party $ 10,841 $ 12,110 Contract assets - related party $ 2,000 $ 1,203 Accounts payable - related party $ 13,238 $ 5,011 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 was as follows: Quantity of Stock Options Weighted- Weighted-average Aggregate Outstanding - December 31, 2020 6,502,096 $ 7.64 7.6 $ 8,875 Granted 687,729 $ 13.92 Exercised (598,090) $ 5.24 Forfeited or expired (3,434,456) $ 7.14 Outstanding - September 30, 2021 3,157,279 $ 10.00 7.6 $ 20,941 Vested or expected to vest after September 30, 2021 3,032,476 $ 10.06 7.5 $ 20,243 Exercisable at September 30, 2021 1,465,549 $ 12.58 6.0 $ 10,272 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | Activity related to the Company’s restricted stock units (RSUs) (including performance-based restricted stock units (PSUs)) for the nine months ended September 30, 2021 was as follows: Quantity of Restricted Stock Units Weighted-average Grant-date Fair Value Weighted-average Remaining Contractual Life, in Years Outstanding - December 31, 2020 7,043,909 $ 4.18 1.5 Awarded 10,410,521 $ 12.38 Released (2,672,650) $ 5.80 Forfeited (654,671) $ 5.83 Outstanding - September 30, 2021 14,127,109 $ 9.84 2.9 Vested or expected to vest after September 30, 2021 12,123,689 $ 9.68 2.8 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-based compensation expense related to employee and nonemployee options, RSUs, PSUs and ESPP during the three and nine months ended September 30, 2021 and 2020 is reflected in the condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2021 2020 2021 2020 Cost of products sold $ 79 $ — $ 216 $ — Research and development 1,565 928 3,945 2,774 Sales, general and administrative 7,261 2,492 17,772 7,081 Total stock-based compensation expense $ 8,905 $ 3,420 $ 21,933 $ 9,855 |
Balance Sheet Details - Allowan
Balance Sheet Details - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at Beginning of Period | $ 137 | $ 45 |
Contract asset credit loss reserve | 806 | 57 |
Write-offs, Net | (4) | 0 |
Balance at End of Period | $ 939 | $ 102 |
Balance Sheet Details - Invento
Balance Sheet Details - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 29,368 | $ 11,800 |
Work-in-process | 6,443 | 10,760 |
Finished goods | 36,251 | 20,302 |
Inventories | $ 72,062 | $ 42,862 |
Balance Sheet Details - Deferre
Balance Sheet Details - Deferred Cost of Products Sold - Related Party (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred cost of products sold - related party | $ 9,182 | $ 9,801 |
Deferred cost of products sold, noncurrent - related party | 3,061 | 9,939 |
Total | $ 12,243 | $ 19,740 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Deferred cost of products sold, amortization | $ 8,300 | ||||
Right-of-use assets under operating leases, net | $ 10,989 | 10,989 | $ 10,136 | ||
Operating lease liability | 14,508 | 14,508 | 15,000 | ||
Operating lease expense | 2,300 | $ 2,100 | 5,800 | $ 5,900 | |
Lease, cost | 300 | 300 | 700 | 900 | |
Finance lease, right-of-use asset amortization | 6,100 | $ 6,100 | $ 4,600 | ||
Koninklijke DSM N.V (DSM) | |||||
Property, Plant and Equipment [Line Items] | |||||
Supply agreement term (years) | 5 years | ||||
Deferred cost of products sold, expense | $ 200 | $ 700 | $ 3,500 | $ 2,000 | |
Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating lease remaining lease term (years) | 1 year | 1 year | |||
Operating lease renewal term (years) | 1 year | 1 year | |||
Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating lease remaining lease term (years) | 10 years | 10 years | |||
Operating lease renewal term (years) | 5 years | 5 years |
Balance Sheet Details - Prepaid
Balance Sheet Details - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepayments, advances and deposits | $ 23,043 | $ 6,637 |
Non-inventory production supplies | 3,306 | 3,989 |
Recoverable taxes from Brazilian government entities | 1,065 | 1,063 |
Other | 2,959 | 1,414 |
Total prepaid expenses and other current assets | $ 30,373 | $ 13,103 |
Balance Sheet Details - Propert
Balance Sheet Details - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 137,595 | $ 113,110 |
Less: accumulated depreciation and amortization | (84,471) | (80,235) |
Property, plant and equipment, net | 53,124 | 32,875 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 51,641 | 50,415 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 45,195 | 45,197 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,399 | 6,741 |
Furniture and office equipment, vehicles and land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,714 | 3,507 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 28,646 | $ 7,250 |
Balance Sheet Details - Depreci
Balance Sheet Details - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation and amortization expense | $ 2,226 | $ 1,905 | $ 4,300 | $ 5,300 |
Balance Sheet Details - Goodwil
Balance Sheet Details - Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill [Roll Forward] | ||
Balance at beginning of year | $ 0 | |
Acquisitions | 130,927 | $ 0 |
Effect of currency translation adjustment | (2,235) | |
Ending balance | $ 128,692 |
Balance Sheet Details - Intangi
Balance Sheet Details - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets recorded in connection with business combinations | $ 40,100 | ||
Gross | $ 40,143 | 40,143 | |
Accumulated Amortization | (481) | (481) | |
Net | 39,662 | 39,662 | |
Amortization of intangible assets | 300 | 480 | $ 0 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2021 (remainder) | 496 | 496 | |
2022 | 2,287 | 2,287 | |
2023 | 3,551 | 3,551 | |
2024 | 4,590 | 4,590 | |
2025 | 4,792 | 4,792 | |
Thereafter | 23,946 | 23,946 | |
Total future amortization | 39,662 | $ 39,662 | |
Trademarks and trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in Years) | 10 years | ||
Gross | 11,472 | $ 11,472 | |
Accumulated Amortization | (301) | (301) | |
Net | 11,171 | 11,171 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total future amortization | 11,171 | 11,171 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 8,187 | 8,187 | |
Accumulated Amortization | (124) | (124) | |
Net | 8,063 | 8,063 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total future amortization | 8,063 | $ 8,063 | |
Customer relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in Years) | 5 years | ||
Customer relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in Years) | 16 years | ||
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in Years) | 12 years | ||
Gross | 19,884 | $ 19,884 | |
Accumulated Amortization | (50) | (50) | |
Net | 19,834 | 19,834 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total future amortization | 19,834 | $ 19,834 | |
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in Years) | 17 years | ||
Gross | 600 | $ 600 | |
Accumulated Amortization | (6) | (6) | |
Net | 594 | 594 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total future amortization | $ 594 | $ 594 |
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, 2021 | Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash paid for operating lease liabilities, in thousands | $ 5,659 | $ 5,759 |
Right-of-use assets obtained in exchange for new operating lease obligations, in thousands | $ 3,397 | $ 0 |
Weighted-average remaining lease term | 3 years 6 months | 2 years 6 months |
Weighted-average discount rate | 17.60% | 18.00% |
Balance Sheet Details - Maturit
Balance Sheet Details - Maturities of Financing and Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Financing Leases | ||
2021 (Remaining Three Months) | $ 1,205 | |
2022 | 21 | |
2023 | 21 | |
2024 | 21 | |
2025 | 21 | |
Thereafter | 15 | |
Total lease payments | 1,304 | |
Less: amount representing interest | (59) | |
Total lease liability | 1,245 | |
Current lease liability | 1,182 | $ 4,170 |
Noncurrent lease liability | 63 | 0 |
Total lease liability | 1,245 | |
Operating Leases | ||
2021 (Remaining Three Months) | 2,143 | |
2022 | 8,896 | |
2023 | 4,157 | |
2024 | 739 | |
2025 | 613 | |
Thereafter | 5,406 | |
Total lease payments | 21,954 | |
Less: amount representing interest | (7,446) | |
Total lease liability | 14,508 | 15,000 |
Current lease liability | 6,786 | 5,226 |
Noncurrent lease liability | 7,722 | 9,732 |
Total lease liability | 14,508 | $ 15,000 |
2021 (Remaining Three Months) | 3,348 | |
2022 | 8,917 | |
2023 | 4,178 | |
2024 | 760 | |
2025 | 634 | |
Thereafter | 5,421 | |
Total lease payments | 23,258 | |
Less: amount representing interest | (7,505) | |
Total lease liability | 15,753 | |
Current lease liability | 7,968 | |
Noncurrent lease liability | 7,785 | |
Total lease liability | $ 15,753 |
Balance Sheet Details - Other A
Balance Sheet Details - Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Advance payment for manufacturing equipment | $ 3,000 | $ 0 |
Equity-method investment | 2,472 | 2,380 |
Deposits | 130 | 128 |
Other | 1,151 | 1,196 |
Total other assets | $ 6,753 | $ 3,704 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Beauty labs deferred consideration payable | $ 31,921 | $ 0 |
Accrued interest | 9,112 | 9,327 |
Payroll and related expenses | 8,491 | 8,230 |
Professional services | 3,304 | 994 |
Asset retirement obligation | 3,371 | 3,041 |
Contract termination fees | 2,554 | 5,344 |
Tax-related liabilities | 907 | 656 |
Ginkgo partnership payments obligation | 878 | 878 |
Other | 2,143 | 2,237 |
Total accrued and other current liabilities | $ 62,681 | $ 30,707 |
Balance Sheet Details - Other N
Balance Sheet Details - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Liability in connection with acquisition of equity-method investment | $ 8,196 | $ 6,771 |
Ginkgo partnership payments obligation, net of current portion | 8,076 | 7,277 |
Liability for unrecognized tax benefit | 7,666 | 7,496 |
Contract liabilities, net of current portion | 111 | 111 |
Other | 130 | 1,099 |
Total other noncurrent liabilities | $ 24,179 | $ 22,754 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value, Assets, and Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivatives bifurcated from debt instruments | $ 125 | $ 247 |
Freestanding derivative instruments issued in connection with other debt and equity instruments | 21,340 | 8,451 |
Contingent consideration | 65,077 | 0 |
Total liabilities measured and recorded at fair value | 359,679 | 185,249 |
Foris Convertible Note (LSA Amendment) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 273,137 | 123,164 |
Senior Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 53,387 |
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 |
Contingent consideration | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
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 |
Level 1 | Senior Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 0 |
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 |
Contingent consideration | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
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 |
Level 2 | Senior Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivatives bifurcated from debt instruments | 125 | 247 |
Freestanding derivative instruments issued in connection with other debt and equity instruments | 21,340 | 8,451 |
Contingent consideration | 65,077 | 0 |
Total liabilities measured and recorded at fair value | 359,679 | 185,249 |
Level 3 | Foris Convertible Note (LSA Amendment) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 273,137 | 123,164 |
Level 3 | Senior Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 0 | $ 53,387 |
Fair Value Measurement - Fair_2
Fair Value Measurement - Fair Value of Debt — Foris Convertible Note (LSA Amendment) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Principal | $ 102,002 | $ 102,002 | $ 170,504 | ||
Long term debt, fair value | 322,346 | 322,346 | 263,059 | ||
Gain (loss) from change in fair value of debt | 52,294 | $ 34,360 | (204,359) | $ 2,908 | |
Related party convertible notes payable | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Principal | |||||
Long term debt, fair value | |||||
Foris Convertible Note (LSA Amendment) | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Gain (loss) from change in fair value of debt | 52,300 | (150,000) | |||
Foris Convertible Note (LSA Amendment) | Related party convertible notes payable | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Principal | 50,041 | 50,041 | 50,041 | ||
Long term debt, fair value | $ 273,137 | $ 273,137 | $ 123,164 | ||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 3 | $ 3 | |||
Foris Convertible Note (LSA Amendment) | Related party convertible notes payable | Stock Price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | $ / shares | 13.73 | 13.73 | |||
Foris Convertible Note (LSA Amendment) | Related party convertible notes payable | Discount Rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 0.15 | 0.15 | |||
Foris Convertible Note (LSA Amendment) | Related party convertible notes payable | Risk-free Interest Rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 0.0007 | 0.0007 | |||
Foris Convertible Note (LSA Amendment) | Related party convertible notes payable | Stock Price Volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 0.45 | 0.45 | |||
Foris Convertible Note (LSA Amendment) | Related party convertible notes payable | Probability of Change in Control | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 0.05 | 0.05 |
Fair Value Measurement - Fair_3
Fair Value Measurement - Fair Value of Debt — Senior Convertible Notes (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Senior convertible notes | Convertible notes payable | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt, converted amount | $ 30 |
Fair Value Measurement - Fair_4
Fair Value Measurement - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Long-term Debt - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning balance | $ 53,387,000 | |
Loss from change in fair value | $ 0 | 54,386,000 |
Less: principal converted into common stock | (30,020,000) | |
Less: fair value adjustment extinguished upon conversion of debt principal | (77,753,000) | |
Fair value, ending balance | $ 0 | $ 0 |
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, 2021USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | $ 8,698 |
Change in fair value of derivative instruments | 12,826 |
Derecognition on settlement or extinguishment | (59) |
Fair value, ending balance | $ 21,465 |
Fair Value Measurement - Freest
Fair Value Measurement - Freestanding Derivative Instruments (Details) - Warrants Issued in Connection with September 2019 and November 2019 Shottenfeld Notes - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Feb. 28, 2020 | Sep. 30, 2021 | Sep. 30, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1.9 | ||
Exercise price per share (in dollars per share) | $ 2.87 | ||
Class of warrant or right, term | 2 years | ||
Warrants and rights outstanding, derivative liability | $ 21.3 | $ 21.3 | |
Fair value adjustment of warrants (income) expense | $ (4.8) | $ 12.9 |
Fair Value Measurement - Market
Fair Value Measurement - Market-based Assumption and Estimates for Compound Embedded Derivative Liabilities Valuation (Details) | Sep. 30, 2021year$ / shares | Dec. 31, 2020year$ / shares |
Share Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 13.73 | |
Exercise Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 2.87 | |
Stock Price Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1.07 | |
Risk-free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.0028 | |
Expected Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | year | 2 | |
Expected Dividend Yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0 | 0 |
Minimum | Share Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 2.56 | |
Minimum | Exercise Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 2.87 | |
Minimum | Stock Price Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.94 | |
Minimum | Risk-free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.0013 | |
Minimum | Expected Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | year | 1 | |
Maximum | Share Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 6.18 | |
Maximum | Exercise Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 3.25 | |
Maximum | Stock Price Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1.17 | |
Maximum | Risk-free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.0158 | |
Maximum | Expected Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | year | 2 |
Fair Value Measurement - Acquis
Fair Value Measurement - Acquisition Related Contingent Consideration Narrative (Details) | Sep. 30, 2021 |
Costa Brazil | Revenue Risk Adjustment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent liability, measurement input | 0.27 |
Costa Brazil | Annual Revenue Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent liability, measurement input | 0.68 |
Costa Brazil | EBITDA Risk Adjustment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent liability, measurement input | 0.32 |
Costa Brazil | Annual EBITDA Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent liability, measurement input | 0.85 |
Olika, MG Empower, and Beauty Labs Acquisition | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent liability, measurement input | 0.023 |
Olika, MG Empower, and Beauty Labs Acquisition | Revenue Risk Adjustment | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent liability, measurement input | 0.015 |
Olika, MG Empower, and Beauty Labs Acquisition | Annual Revenue Volatility | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent liability, measurement input | 0.125 |
Olika, MG Empower, and Beauty Labs Acquisition | Annual Revenue Volatility | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent liability, measurement input | 0.15 |
Fair Value Measurement - Acqu_2
Fair Value Measurement - Acquisition Related Contingent Consideration Consideration Roll forward (Details) - Contingent Consideration, Liability $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | $ 0 |
Change in fair value of contingent consideration | 0 |
Fair value, ending balance | 65,077 |
Costa Brazil | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Acquisition liability | 8,100 |
MG Empower | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Acquisition liability | 4,071 |
Olika | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Acquisition liability | 13,778 |
Beauty Labs | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Acquisition liability | $ 39,128 |
Fair Value Measurement - Financ
Fair Value Measurement - Financial Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Combined debt amount | $ 49.2 | $ 86.5 |
Debt instrument fair value disclosure | $ 54.6 | $ 83.3 |
Debt - Debt Components (Details
Debt - Debt Components (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | May 26, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Principal | $ 102,002 | $ 170,504 | |
Unaccreted Debt Discount | (2,752) | (3,935) | |
Change in Fair Value | 223,096 | 96,490 | |
Net | 322,346 | 263,059 | |
Less: current portion | (305,247) | (77,437) | |
Long-term debt, net of current portion | 17,099 | 185,622 | |
Convertible notes payable | |||
Debt Instrument [Line Items] | |||
Principal | |||
Unaccreted Debt Discount | |||
Change in Fair Value | |||
Net | |||
Convertible notes payable | Senior convertible notes | |||
Debt Instrument [Line Items] | |||
Principal | 0 | 30,020 | |
Unaccreted Debt Discount | 0 | 0 | |
Change in Fair Value | 0 | 23,367 | |
Net | 0 | $ 10,000 | 53,387 |
Related party convertible notes payable | |||
Debt Instrument [Line Items] | |||
Principal | |||
Unaccreted Debt Discount | |||
Change in Fair Value | |||
Net | |||
Related party convertible notes payable | Foris convertible note (due July 2022) | |||
Debt Instrument [Line Items] | |||
Principal | 50,041 | 50,041 | |
Unaccreted Debt Discount | 0 | 0 | |
Change in Fair Value | 223,096 | 73,123 | |
Net | 273,137 | 123,164 | |
Loans payable and credit facilities | |||
Debt Instrument [Line Items] | |||
Principal | 36,961 | 52,443 | |
Unaccreted Debt Discount | (248) | (1,492) | |
Change in Fair Value | 0 | 0 | |
Net | 36,713 | 50,951 | |
Loans payable and credit facilities | Ginkgo note (due October 2022) | |||
Debt Instrument [Line Items] | |||
Principal | 12,000 | 12,000 | |
Unaccreted Debt Discount | 0 | 0 | |
Change in Fair Value | 0 | 0 | |
Net | 12,000 | 12,000 | |
Loans payable and credit facilities | Naxyris note (due July 2022) | |||
Debt Instrument [Line Items] | |||
Principal | 23,914 | 23,914 | |
Unaccreted Debt Discount | (248) | (493) | |
Change in Fair Value | 0 | ||
Net | 23,666 | 23,421 | |
Loans payable and credit facilities | Nikko notes (maturity date January 2026) | |||
Debt Instrument [Line Items] | |||
Principal | 128 | 2,802 | |
Unaccreted Debt Discount | 0 | (759) | |
Change in Fair Value | 0 | 0 | |
Net | 128 | 2,043 | |
Loans payable and credit facilities | Schottenfeld notes | |||
Debt Instrument [Line Items] | |||
Principal | 0 | 12,500 | |
Unaccreted Debt Discount | 0 | (240) | |
Change in Fair Value | 0 | 0 | |
Net | 0 | 12,260 | |
Loans payable and credit facilities | Other loans payable (revolving) | |||
Debt Instrument [Line Items] | |||
Principal | 919 | 1,227 | |
Unaccreted Debt Discount | 0 | 0 | |
Change in Fair Value | 0 | 0 | |
Net | 919 | 1,227 | |
Related party loans payable | |||
Debt Instrument [Line Items] | |||
Principal | 15,000 | 38,000 | |
Unaccreted Debt Discount | (2,504) | (2,443) | |
Change in Fair Value | 0 | 0 | |
Net | 12,496 | 35,557 | |
Related party loans payable | DSM note | |||
Debt Instrument [Line Items] | |||
Principal | 10,000 | 33,000 | |
Unaccreted Debt Discount | (2,504) | (2,443) | |
Change in Fair Value | 0 | 0 | |
Net | 7,496 | 30,557 | |
Related party loans payable | Foris note (due December 2022) | |||
Debt Instrument [Line Items] | |||
Principal | 5,000 | 5,000 | |
Unaccreted Debt Discount | 0 | 0 | |
Change in Fair Value | 0 | 0 | |
Net | $ 5,000 | $ 5,000 |
Debt - Senior Convertible Notes
Debt - Senior Convertible Notes (Details) - USD ($) | May 26, 2021 | May 18, 2021 | Feb. 04, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||||||
Conversion of convertible securities | $ 38,633,000 | |||||||||
Gain upon extinguishment of debt | $ 900,000 | $ (680,000) | $ (2,606,000) | $ (27,058,000) | $ (51,954,000) | |||||
Debt outstanding | 322,346,000 | 322,346,000 | $ 263,059,000 | |||||||
Convertible notes payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt outstanding | ||||||||||
Senior convertible notes | Convertible notes payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 20,000,000 | |||||||||
Conversion of convertible securities | $ 5,700,000 | |||||||||
Shares to be returned per agreement (in shares) | 2,600,000 | 2,600,000 | ||||||||
Shares issued for conversion settlement (in shares) | 3,100,000 | |||||||||
Gain upon extinguishment of debt | $ (31,900,000) | |||||||||
Debt outstanding | $ 10,000,000 | $ 0 | $ 0 | $ 53,387,000 | ||||||
Debt conversion, converted instrument (in shares) | 2,900,000 |
Debt - Schottfield Debt (Detail
Debt - Schottfield Debt (Details) - USD ($) $ in Thousands, shares in Millions | May 18, 2021 | Mar. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||||
Principal | $ 102,002 | $ 102,002 | $ 170,504 | ||||
Loss upon extinguishment of debt | $ 900 | $ (680) | $ (2,606) | $ (27,058) | $ (51,954) | ||
Schottenfeld Exchange Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Principal | $ 12,500 | ||||||
Conversion of stock, shares issued (in shares) | 4.1 | ||||||
Loss upon extinguishment of debt | $ (28,900) |
Debt - DSM Amendments and Repay
Debt - DSM Amendments and Repayment (Details) | Dec. 28, 2017USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 17, 2019USD ($)installment |
Debt Instrument [Line Items] | |||||
Number of installments | installment | 3 | ||||
Principal | $ 102,002,000 | $ 170,504,000 | |||
The 2019 DSM Credit Agreement | DSM - related party | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 8,000,000 | ||||
DSM Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||||
Proceeds from long-term lines of credit | $ 25,000,000 | ||||
Debt instrument, interest rate, stated percentage | 10.00% | 12.50% | |||
DSM Credit Agreement | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | $ 8,000,000 | |||
Extinguishment of debt, amount | $ 8,000,000 | ||||
Principal | 10,000,000 | ||||
Debt instrument, unamortized discount | $ 2,500,000 | ||||
DSM Credit Agreement - March 2021 Amendment Related to 25 Million Dollar Note | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Extinguishment of debt, amount | 15,000,000 | ||||
DSM Credit Agreement - March 2021 Amendment | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Principal | 10,000,000 | ||||
Debt instrument, unamortized discount | 2,500,000 | ||||
Repayments of debt | $ 23,000,000 |
Debt - Nikko Note Extinguishmen
Debt - Nikko Note Extinguishment (Details) - USD ($) $ in Thousands | May 18, 2021 | Jul. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 25,938 | $ 46,766 | ||||
Loss upon extinguishment of debt | $ 900 | $ (680) | $ (2,606) | $ (27,058) | $ (51,954) | |
Nikko Notes Maturing 2029 | Loans payable and credit facilities | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 2,500 | |||||
Unaccreted debt discount | $ 700 | |||||
Loss upon extinguishment of debt | $ (700) |
Debt - Future Minimum Payments
Debt - Future Minimum Payments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
2021 (Remaining Three Months) | $ 2,655 |
2022 | 114,857 |
2023 | 33 |
2024 | 32 |
2025 | 30 |
Thereafter | 6 |
Total future minimum payments | 117,613 |
Less: amount representing interest | (15,611) |
Present value of minimum debt payments | 102,002 |
Less: current portion of debt principal | (84,903) |
Noncurrent portion of debt principal | 17,099 |
Loans Payable and Credit Facilities | |
Debt Instrument [Line Items] | |
2021 (Remaining Three Months) | 2,155 |
2022 | 38,381 |
2023 | 33 |
2024 | 32 |
2025 | 30 |
Thereafter | 6 |
Total future minimum payments | 40,637 |
Less: amount representing interest | (3,676) |
Present value of minimum debt payments | 36,961 |
Less: current portion of debt principal | (24,862) |
Noncurrent portion of debt principal | 12,099 |
Related Party Convertible Notes | |
Debt Instrument [Line Items] | |
2021 (Remaining Three Months) | 0 |
2022 | 59,578 |
2023 | 0 |
2024 | 0 |
2025 | 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 | (50,041) |
Noncurrent portion of debt principal | 0 |
Related Party Loans Payable and Credit Facilities | |
Debt Instrument [Line Items] | |
2021 (Remaining Three Months) | 500 |
2022 | 16,898 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total future minimum payments | 17,398 |
Less: amount representing interest | (2,398) |
Present value of minimum debt payments | 15,000 |
Less: current portion of debt principal | (10,000) |
Noncurrent portion of debt principal | $ 5,000 |
Mezzanine Equity - Gates Founda
Mezzanine Equity - Gates Foundation (Details) - Gates Foundation Purchase Agreement $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)$ / 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 |
Mezzanine Equity - Ingredion Co
Mezzanine Equity - Ingredion Contingently Redeemable Noncontrolling Interest In Subsidiary (Details) - USD ($) $ in Thousands | Jun. 01, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 08, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of contingently redeemable noncontrolling interest in subsidiary | $ 10,000 | $ 0 | |||
Payments to noncontrolling interests | 2,700 | $ 0 | |||
Issuance of contingently redeemable noncontrolling interest | $ 28,520 | ||||
Noncontrolling interest, period increase (decrease) | $ 14,500 | ||||
RealSweet LLC | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ownership percentage by noncontrolling owners | 31.00% | ||||
Ownership percentage | 100.00% | ||||
Increase from sale of parent equity interest | $ 28,500 | ||||
Proceeds from issuance of contingently redeemable noncontrolling interest in subsidiary | $ 10,000 | ||||
Noncontrolling interest, ownership percentage threshold | 8.40% | ||||
Issuance of contingently redeemable noncontrolling interest | $ 28,500 | ||||
Amount funded | 42,500 | ||||
Purchase commitment | $ 40,300 | ||||
RealSweet LLC | Forecast | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase commitment | $ 72,000 | ||||
RealSweet LLC | Amyris, Inc. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Payments to noncontrolling interests | 4,000 | ||||
Intangible assets transferred | $ 14,500 |
Stockholders' Deficit - Narrati
Stockholders' Deficit - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 08, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2020 |
Class of Stock [Line Items] | ||||
Shares issued (in dollars per share) | $ 15.75 | |||
Allotment option agreement, term | 30 days | |||
Issuance of common stock in private placement (in shares) | 8,805,345 | |||
Issuance of common stock in private placement | $ 130,793 | $ 10,000 | ||
Total Stockholders' Deficit | ||||
Class of Stock [Line Items] | ||||
Issuance of common stock in private placement | $ 130,800 | |||
Public Stock Offering - Shares from Amyris | ||||
Class of Stock [Line Items] | ||||
Number of shares issued in sale of stock (in shares) | 7,656,822 | |||
Public Stock Offering - Amyris Underwriting Agreement | ||||
Class of Stock [Line Items] | ||||
Number of shares issued in sale of stock (in shares) | 1,148,523 |
Stockholders' Deficit - Warrant
Stockholders' Deficit - Warrant Activity (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, outstanding (in shares) | 4,371,665 |
Issuance of common stock upon exercise of warrants (in shares) | 40,100,000 |
Exercise price per share of warrant exercised (in dollars per share) | $ / shares | $ 2.67 |
Proceeds from warrant exercise, including portion attributable to related party | $ | $ 55.4 |
Silverback warrant | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, outstanding (in shares) | 1,000,000 |
Exercise price per share (in dollars per share) | $ / shares | $ 3.25 |
January 2020 warrant exercise right shares | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, outstanding (in shares) | 431,378 |
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 |
May 2019 6.50% Note Exchange warrants | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, outstanding (in shares) | 960,225 |
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 |
May 2017 cash warrants | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, outstanding (in shares) | 1,863,056 |
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 |
May 2017 dilution warrant | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, outstanding (in shares) | 56,910 |
Exercise price per share (in dollars per share) | $ / shares | $ 0 |
July 2015 related party debt exchange | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, outstanding (in shares) | 58,690 |
Exercise price per share (in dollars per share) | $ / shares | $ 0.15 |
Other | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, outstanding (in shares) | 1,406 |
Exercise price per share (in dollars per share) | $ / shares | $ 160.05 |
Acquisitions - Costa Brazil Nar
Acquisitions - Costa Brazil Narrative (Details) - Costa Brazil | May 07, 2021USD ($) |
Business Acquisition [Line Items] | |
Percentage of voting interests acquired | 100.00% |
Consideration transferred | $ 11,581,000 |
Target range | 100.00% |
Range of outcomes, value, low | $ 0 |
Range of outcomes, value, high | 70,000,000 |
Contingent consideration, liability, annual payment | $ 10,000,000 |
Contingent consideration, liability, annual payment, term | 6 years |
Contingent consideration, liability, one-time payment | $ 10,000,000 |
Contingent consideration | 70,000,000 |
Purchase consideration | 11,581,000 |
Acquisition-related costs | $ 300,000 |
Acquisitions - Costa Brazil Pur
Acquisitions - Costa Brazil Purchase Consideration (Details) - Costa Brazil $ in Thousands | May 07, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash payments | $ 314 |
Amyris common stock value | 3,167 |
Contingent consideration | 70,000 |
Amyris common stock value | 73,167 |
Fair value adjustments | (61,900) |
Total consideration, Paid at Closing | 3,481 |
Total consideration, Contingent Consideration | 8,100 |
Total consideration, Total | $ 11,581 |
Acquisitions - Costa Brazil All
Acquisitions - Costa Brazil Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | May 07, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 128,692 | $ 0 | |
Costa Brazil | |||
Business Acquisition [Line Items] | |||
Net tangible assets | $ (540) | ||
Goodwill | 4,014 | ||
Total consideration | 11,581 | ||
Costa Brazil | Trademarks, trade names and other intellectual property | |||
Business Acquisition [Line Items] | |||
Intangible assets, other than goodwill | 6,949 | ||
Costa Brazil | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets, other than goodwill | $ 1,158 |
Acquisitions - MG Empower Narra
Acquisitions - MG Empower Narrative (Details) - MG Empower - USD ($) $ in Millions | Aug. 11, 2021 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2021 |
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 14.6 | ||||
Cash payments | 3.1 | ||||
Amyris common stock value | 7.4 | ||||
Contingent consideration | $ 4.1 | ||||
Other Liabilities | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | $ 4.1 | ||||
Forecast | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration, earnout payments | $ 20 | $ 20 | $ 20 |
Acquisitions - MG Empower Alloc
Acquisitions - MG Empower Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Aug. 11, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 128,692 | $ 0 | |
MG Empower | |||
Business Acquisition [Line Items] | |||
Net tangible assets | $ (800) | ||
Goodwill | 10,871 | ||
Total consideration | 14,571 | ||
MG Empower | Trademarks, trade names and other intellectual property | |||
Business Acquisition [Line Items] | |||
Intangible assets, other than goodwill | 1,900 | ||
MG Empower | Customer relationships and influencer network database | |||
Business Acquisition [Line Items] | |||
Intangible assets, other than goodwill | $ 2,600 |
Acquisitions - Olika Narrative
Acquisitions - Olika Narrative (Details) - Olika - USD ($) $ in Millions | Aug. 11, 2021 | Sep. 30, 2021 |
Business Acquisition [Line Items] | ||
Consideration transferred | $ 29.9 | |
Cash payments | 1.8 | |
Amyris common stock value | 14.3 | |
Contingent consideration | 13.8 | |
Contingent consideration, earnout payments | $ 15 | |
Other Liabilities | ||
Business Acquisition [Line Items] | ||
Contingent consideration | $ 13.8 | |
Revenue Earnout Payments One | ||
Business Acquisition [Line Items] | ||
Contingent consideration, earnout payments | 5 | |
Revenue Earnout Payments Two | ||
Business Acquisition [Line Items] | ||
Contingent consideration, earnout payments | 5 | |
Retention Earnout Payments One | ||
Business Acquisition [Line Items] | ||
Contingent consideration, earnout payments | 2.5 | |
Retention Earnout Payments Two | ||
Business Acquisition [Line Items] | ||
Contingent consideration, earnout payments | $ 2.5 |
Acquisitions - Olika Allocation
Acquisitions - Olika Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Aug. 11, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 128,692 | $ 0 | |
Olika | |||
Business Acquisition [Line Items] | |||
Net tangible assets | $ 1,764 | ||
Goodwill | 21,545 | ||
Total consideration | 29,909 | ||
Olika | Trademarks, trade names and other intellectual property | |||
Business Acquisition [Line Items] | |||
Intangible assets, other than goodwill | 1,500 | ||
Olika | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets, other than goodwill | 4,500 | ||
Olika | Patents | |||
Business Acquisition [Line Items] | |||
Intangible assets, other than goodwill | $ 600 |
Acquisitions - Beauty Labs Narr
Acquisitions - Beauty Labs Narrative (Details) - Beauty Labs - USD ($) $ in Millions | Aug. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2021 |
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 115.9 | |||
Cash payments | 15.2 | |||
Deferred cash consideration | 1.9 | |||
Amyris common stock value | 61.6 | |||
Deferred stock consideration | 30 | |||
Contingent consideration | $ 39.1 | |||
Other Liabilities | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 39.1 | |||
Forecast | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration, earnout payments | $ 31.3 | $ 31.3 |
Acquisitions - Beauty Labs Allo
Acquisitions - Beauty Labs Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 128,692 | $ 0 | |
Beauty Labs | |||
Business Acquisition [Line Items] | |||
Net tangible assets | $ (134) | ||
Goodwill | 94,499 | ||
Total consideration | 115,865 | ||
Beauty Labs | Trademarks, trade names and other intellectual property | |||
Business Acquisition [Line Items] | |||
Intangible assets, other than goodwill | 1,200 | ||
Beauty Labs | Developed technology | |||
Business Acquisition [Line Items] | |||
Intangible assets, other than goodwill | $ 20,300 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders - Calculation of Basic and Diluted Net Loss Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss attributable to Amyris, Inc. | $ (32,944) | $ (23,156) | $ (308,814) | $ (221,422) |
Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock | 0 | (67,151) | 0 | (67,151) |
Less: loss allocated to participating securities | 0 | 6,832 | 787 | 15,369 |
Net loss attributable to Amyris, Inc. common stockholders, basic | (32,944) | (83,475) | (308,027) | (273,204) |
Adjustment to earnings allocated to participating securities | 0 | 744 | 0 | 120 |
Interest on convertible debt | 767 | 1,081 | 0 | 317 |
Gain from change in fair value of debt | (52,294) | (17,221) | 0 | (5,945) |
Net loss attributable to Amyris, Inc. common stockholders, diluted | $ (84,471) | $ (98,871) | $ (308,027) | $ (278,712) |
Denominator: | ||||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic (in shares) | 300,888,579 | 227,267,553 | 286,919,463 | 189,192,973 |
Net loss per share, basic (in dollars per share) | $ (0.11) | $ (0.37) | $ (1.07) | $ (1.44) |
Effect of dilutive convertible debt (in shares) | 16,680,334 | 15,464,681 | 0 | 2,313,526 |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted (in shares) | 317,568,913 | 242,732,234 | 286,919,463 | 191,506,499 |
Net loss per share, diluted (in dollars per share) | $ (0.27) | $ (0.41) | $ (1.07) | $ (1.46) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
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) | 21,540,453 | 59,536,735 | 38,220,787 | 68,111,134 |
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) | 4,256,065 | 43,298,741 | 4,256,065 | 43,298,741 |
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 | 0 | 16,680,334 | 8,574,399 |
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) | 3,157,279 | 6,571,703 | 3,157,279 | 6,571,703 |
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) | 14,127,109 | 7,722,630 | 14,127,109 | 7,722,630 |
Period-end preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 0 | 1,943,661 | 0 | 1,943,661 |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 47,866 | $ 34,258 | $ 277,041 | $ 93,393 |
Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 22,990 | 12,309 | 59,589 | 34,362 |
Ingredients | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 13,524 | 18,831 | 196,076 | 45,971 |
R&D and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,352 | 3,118 | 21,376 | 13,060 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 29,756 | 21,022 | 91,325 | 49,831 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 12,852 | 8,234 | 167,374 | 25,887 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,396 | 3,478 | 16,254 | 14,625 |
Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 457 | 1,298 | 1,102 | 2,546 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 405 | 226 | 986 | 504 |
Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 36,508 | 27,577 | 101,859 | 70,619 |
Renewable Products | Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 22,984 | 12,309 | 59,583 | 34,362 |
Renewable Products | Ingredients | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 13,524 | 15,268 | 42,276 | 36,257 |
Renewable Products | R&D and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Renewable Products | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 29,255 | 20,759 | 79,574 | 49,568 |
Renewable Products | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,793 | 3,752 | 9,265 | 10,100 |
Renewable Products | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,598 | 1,542 | 10,932 | 7,901 |
Renewable Products | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 457 | 1,298 | 1,102 | 2,546 |
Renewable Products | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 405 | 226 | 986 | 504 |
Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,006 | 3,563 | 160,806 | 9,714 |
Licenses and Royalties | Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6 | 0 | 6 | 0 |
Licenses and Royalties | Ingredients | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 3,563 | 153,800 | 9,714 |
Licenses and Royalties | R&D and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,000 | 0 | 7,000 | 0 |
Licenses and Royalties | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6 | 0 | 11,006 | 0 |
Licenses and Royalties | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,000 | 3,563 | 149,800 | 9,714 |
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 |
Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,352 | 3,118 | 14,376 | 13,060 |
Collaborations, Grants and Other | Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Collaborations, Grants and Other | Ingredients | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Collaborations, Grants and Other | R&D and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,352 | 3,118 | 14,376 | 13,060 |
Collaborations, Grants and Other | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 495 | 263 | 745 | 263 |
Collaborations, Grants and Other | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,059 | 919 | 8,309 | 6,073 |
Collaborations, Grants and Other | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,798 | 1,936 | 5,322 | 6,724 |
Collaborations, Grants and Other | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Collaborations, Grants and Other | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 47,866 | $ 34,258 | $ 277,041 | $ 93,393 |
Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 25,818 | 16,997 | 209,556 | 45,170 |
PureCircle | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 44 | 0 | 12,297 | 0 |
Sephora | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 9,080 | 3,501 | 21,599 | 10,389 |
DSM - related party | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 14,214 | 838 | 168,107 | 8,962 |
Yifan | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,798 | 1,937 | 5,322 | 6,765 |
Firmenich | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 682 | 8,662 | 2,021 | 13,726 |
Givaudan | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 2,059 | 210 | 5,328 |
Revenue from all other customers | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 22,048 | 17,261 | 67,485 | 48,223 |
Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 36,508 | 27,577 | 101,859 | 70,619 |
Renewable Products | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 15,465 | 10,747 | 37,107 | 23,308 |
Renewable Products | PureCircle | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 44 | 0 | 2,297 | 0 |
Renewable Products | Sephora | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 9,080 | 3,501 | 21,599 | 10,389 |
Renewable Products | DSM - related party | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,214 | 88 | 12,495 | 193 |
Renewable Products | Yifan | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 90 |
Renewable Products | Firmenich | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 127 | 5,099 | 506 | 7,308 |
Renewable Products | Givaudan | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 2,059 | 210 | 5,328 |
Renewable Products | Revenue from all other customers | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 21,043 | 16,830 | 64,752 | 47,311 |
Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,006 | 3,563 | 160,806 | 9,714 |
Licenses and Royalties | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,000 | 3,563 | 159,799 | 9,714 |
Licenses and Royalties | PureCircle | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 10,000 | 0 |
Licenses and Royalties | Sephora | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Licenses and Royalties | DSM - related party | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,000 | 0 | 149,612 | 3,750 |
Licenses and Royalties | Yifan | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Licenses and Royalties | Firmenich | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 3,563 | 187 | 5,964 |
Licenses and Royalties | Givaudan | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Licenses and Royalties | Revenue from all other customers | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6 | 0 | 1,007 | 0 |
Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,352 | 3,118 | 14,376 | 13,060 |
Collaborations, Grants and Other | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,353 | 2,687 | 12,650 | 12,148 |
Collaborations, Grants and Other | PureCircle | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Collaborations, Grants and Other | Sephora | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Collaborations, Grants and Other | DSM - related party | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,000 | 750 | 6,000 | 5,019 |
Collaborations, Grants and Other | Yifan | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,798 | 1,937 | 5,322 | 6,675 |
Collaborations, Grants and Other | Firmenich | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 555 | 0 | 1,328 | 454 |
Collaborations, Grants and Other | Givaudan | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Collaborations, Grants and Other | Revenue from all other customers | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 999 | $ 431 | $ 1,726 | $ 912 |
Revenue Recognition and Contr_5
Revenue Recognition and Contract Assets and Liabilities - Contract Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 34,920 | $ 32,846 |
Accounts receivable - related party, net | 10,841 | 12,110 |
Contract assets | 3,513 | 4,178 |
Contract assets - related party | 2,000 | 1,203 |
Contract liabilities | 3,486 | 4,468 |
Contract liabilities, noncurrent | $ 111 | $ 111 |
Revenue Recognition and Contr_6
Revenue Recognition and Contract Assets and Liabilities - Remaining Performance Obligations (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, Amount | $ 2,007 |
Constrained variable consideration amount | $ 281,700 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
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, Amount | $ 1,292 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
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, Amount | $ 143 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
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, Amount | $ 143 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
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, Amount | $ 143 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Revenue, remaining performance obligation, Amount | $ 286 |
Revenue Recognition and Contr_7
Revenue Recognition and Contract Assets and Liabilities - DSM License Agreement and Contract Asset (Details) - DSM - related party - DSM License Agreement - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Estimated total unconstrained transaction price | $ 150 | |
Supply agreement term (years) | 15 years | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Contingent consideration | $ 235 | |
License | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 143.6 | |
Finished Goods Inventory | ||
Disaggregation of Revenue [Line Items] | ||
Estimated total unconstrained transaction price | 1.5 | |
Receivables | ||
Disaggregation of Revenue [Line Items] | ||
Estimated total unconstrained transaction price | 4.9 | |
Intellectual Property License | ||
Disaggregation of Revenue [Line Items] | ||
Estimated total unconstrained transaction price | $ 143.6 |
Revenue Recognition and Contr_8
Revenue Recognition and Contract Assets and Liabilities - DSM Performance Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Research and development | $ 23,824 | $ 18,197 | $ 69,580 | $ 52,288 | |
R&D and other services | DSM Performance Collabration | DSM - related party | |||||
Disaggregation of Revenue [Line Items] | |||||
Contingent consideration | $ 1,900 | ||||
Estimated total unconstrained transaction price | $ 1,200 | ||||
Contingent consideration received | 1,900 | ||||
Research and development | $ 1,900 |
Revenue Recognition and Contr_9
Revenue Recognition and Contract Assets and Liabilities - DSM Ingredients Collaboration (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 47,866 | $ 34,258 | $ 277,041 | $ 93,393 | |
Collaborations, Grants and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 5,352 | 3,118 | 14,376 | 13,060 | |
Significant Revenue Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 25,818 | 16,997 | 209,556 | 45,170 | |
Significant Revenue Agreement | Collaborations, Grants and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 4,353 | 2,687 | 12,650 | 12,148 | |
DSM - related party | DSM Ingredients Collaboration | R&D and other services | |||||
Disaggregation of Revenue [Line Items] | |||||
Quarterly payments | $ 2,000 | ||||
DSM - related party | Significant Revenue Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 14,214 | 838 | 168,107 | 8,962 | |
DSM - related party | Significant Revenue Agreement | Collaborations, Grants and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 2,000 | $ 750 | $ 6,000 | $ 5,019 |
Revenue Recognition and Cont_10
Revenue Recognition and Contract Assets and Liabilities - DSM Developer License (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 47,866 | $ 34,258 | $ 277,041 | $ 93,393 |
Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 6,006 | $ 3,563 | 160,806 | $ 9,714 |
DSM - related party | Licenses and Royalties | DSM Developer License Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Licensing agreement, term | 3 years | |||
Revenue | $ 6,000 | $ 6,000 |
Revenue Recognition and Cont_11
Revenue Recognition and Contract Assets and Liabilities - PureCircle License and Supply Agreement (Details) - USD ($) $ in Thousands | Jun. 01, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 47,866 | $ 34,258 | $ 277,041 | $ 93,393 | ||
RealSweet LLC | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 31.00% | |||||
Ownership percentage | 100.00% | |||||
PureCircle Limited | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue recognition, additional milestone method, payment contingency | $ 35,000 | |||||
PureCircle Limited | RealSweet LLC | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 31.00% | |||||
Ownership percentage | 100.00% | |||||
PureCircle Limited | License | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 10,000 | $ 10,000 |
Revenue Recognition and Cont_12
Revenue Recognition and Contract Assets and Liabilities - Yifan Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 47,866 | $ 34,258 | $ 277,041 | $ 93,393 | |
Contract assets | 3,513 | 3,513 | $ 4,178 | ||
Significant Revenue Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 25,818 | 16,997 | 209,556 | 45,170 | |
Collaborations, Grants and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 5,352 | 3,118 | 14,376 | 13,060 | |
Collaborations, Grants and Other | Significant Revenue Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 4,353 | 2,687 | 12,650 | 12,148 | |
Yifan | Significant Revenue Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 1,798 | 1,937 | 5,322 | 6,765 | |
Yifan | Collaborations, Grants and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer, cumulative to date | 19,700 | ||||
Contract assets | 2,900 | 2,900 | |||
Yifan | Collaborations, Grants and Other | Significant Revenue Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 1,798 | $ 1,937 | $ 5,322 | $ 6,675 |
Related Party Transactions - Re
Related Party Transactions - Related Party Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Principal | $ 102,002 | $ 170,504 |
Change in Fair Value | 223,096 | 96,490 |
Net | 322,346 | 263,059 |
Related Party Debt | ||
Related Party Transaction [Line Items] | ||
Principal | 65,041 | 88,041 |
Unaccreted Debt Discount | (2,504) | (2,443) |
Change in Fair Value | 223,096 | 73,123 |
Net | 285,633 | 158,721 |
Foris notes | Related Party Debt | Foris note (due December 2022) | ||
Related Party Transaction [Line Items] | ||
Principal | 55,041 | 55,041 |
Unaccreted Debt Discount | 0 | 0 |
Change in Fair Value | 223,096 | 73,123 |
Net | 278,137 | 128,164 |
DSM note | Related Party Debt | DSM note | ||
Related Party Transaction [Line Items] | ||
Principal | 10,000 | 33,000 |
Unaccreted Debt Discount | (2,504) | (2,443) |
Change in Fair Value | 0 | 0 |
Net | $ 7,496 | $ 30,557 |
Related Party Transactions - _2
Related Party Transactions - Related Party Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 15,893,140 | 24,165,166 | ||||||
Issuance of Common Stock Upon Exercise of Warrants | $ 10,835 | $ 5,745 | $ 68,765 | $ 10,849 | $ 68,765 | |||
Issuance of preferred and common stock in private placement, net of issuance costs | $ 160,017 | |||||||
Exercise of Common Stock Rights Warrant | $ 0 | $ 0 | ||||||
Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 3,778,230 | 8,057,966 | 6,056,944 | 24,165,166 | ||||
Issuance of Common Stock Upon Exercise of Warrants | $ 1 | $ 1 | $ 2 | |||||
Issuance of preferred and common stock in private placement, net of issuance costs (in shares) | 32,614,573 | 10,505,652 | ||||||
Issuance of preferred and common stock in private placement, net of issuance costs | $ 3 | |||||||
Exercise of common stock rights warrant (in shares) | 34,052,084 | 5,226,481 | ||||||
Exercise of Common Stock Rights Warrant | $ 4 | $ 1 | ||||||
Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of preferred and common stock in private placement, net of issuance costs (in shares) | 72,156 | |||||||
Exercise of common stock rights warrant (in shares) | (102,156) | |||||||
DSM - related party | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 12,114,910 | 0 | ||||||
Issuance of Common Stock Upon Exercise of Warrants | $ 5 | $ 0 | ||||||
Foris | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 3,778,230 | 24,165,166 | ||||||
Issuance of Common Stock Upon Exercise of Warrants | $ 10,844 | $ 68,765 | ||||||
Issuance of common stock rights warrants (in shares) | 0 | 0 | ||||||
Issuance of Common Stock Rights Warrant | $ 0 | $ 8,904 | ||||||
Exercise of common stock rights warrant (in shares) | 0 | 5,226,481 | ||||||
Exercise of Common Stock Rights Warrant | $ 0 | $ 15,000 | ||||||
Foris | Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of preferred and common stock in private placement, net of issuance costs (in shares) | 0 | |||||||
Issuance of preferred and common stock in private placement, net of issuance costs | $ 0 | $ 27,189 | ||||||
Foris | Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of preferred and common stock in private placement, net of issuance costs (in shares) | 0 | 30,000 | ||||||
Issuance of preferred and common stock in private placement, net of issuance costs | $ 0 | $ 30,000 |
Related Party Transactions - _3
Related Party Transactions - Related Party Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Accounts payable - related party | $ 280,633 | $ 22,689 |
DSM note | Accounts receivable - related party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, unbilled, related party | 10,841 | 12,110 |
DSM note | Contract assets - related party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, unbilled, related party | 2,000 | 1,203 |
DSM note | Accounts payable - related party | ||
Related Party Transaction [Line Items] | ||
Accounts payable - related party | $ 13,238 | $ 5,011 |
Stock-based Compensation - Shar
Stock-based Compensation - Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Quantity of Stock Options | ||
Outstanding, beginning balance (in shares) | shares | 6,502,096 | |
Granted (in shares) | shares | 687,729 | |
Exercised (in shares) | shares | (598,090) | |
Forfeited or expired (in shares) | shares | (3,434,456) | |
Outstanding, ending balance (in shares) | shares | 3,157,279 | 6,502,096 |
Vested or expected to vest (in shares) | shares | 3,032,476 | |
Exercisable (in shares) | shares | 1,465,549 | |
Weighted- average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 7.64 | |
Granted (in dollars per share) | $ / shares | 13.92 | |
Exercised (in dollars per share) | $ / shares | 5.24 | |
Forfeited or expired (in dollars per share) | $ / shares | 7.14 | |
Outstanding, ending balance (in dollars per share) | $ / shares | 10 | $ 7.64 |
Vested or expected to vest (in dollars per share) | $ / shares | 10.06 | |
Exercisable (in dollars per share) | $ / shares | $ 12.58 | |
Weighted-average Remaining Contractual Life, in Years | ||
Outstanding (years) | 7 years 7 months 6 days | 7 years 7 months 6 days |
Vested or expected to vest (years) | 7 years 6 months | |
Exercisable (years) | 6 years | |
Aggregate Intrinsic Value, in Thousands | ||
Outstanding (years) | $ | $ 20,941 | $ 8,875 |
Vested or expected to vest | $ | 20,243 | |
Exercisable | $ | $ 10,272 |
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) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021$ / sharesshares | Sep. 30, 2021$ / sharesshares | |
Quantity of Restricted Stock Units | ||
Outstanding , beginning balance (in shares) | shares | 7,043,909 | 7,043,909 |
Awarded (in shares) | shares | 10,410,521 | |
Released (in shares) | shares | (2,672,650) | |
Forfeited (in shares) | shares | (654,671) | |
Outstanding, ending balance (in shares) | shares | 14,127,109 | |
Vested or expected to vest (in shares) | shares | 12,123,689 | |
Weighted-average Grant-date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 4.18 | $ 4.18 |
Awarded (in dollars per share) | $ / shares | 12.38 | |
Released (in dollars per share) | $ / shares | 5.80 | |
Forfeited (in dollars per share) | $ / shares | 5.83 | |
Outstanding, ending balance (in dollars per share) | $ / shares | 9.84 | |
Vested or expected to vest (in dollars per share) | $ / shares | $ 9.68 | |
Weighted-average Remaining Contractual Life, in Years | ||
Outstanding (years) | 1 year 6 months | 2 years 10 months 24 days |
Vested or expected to vest (years) | 2 years 9 months 18 days |
Stock-based Compensation - Empl
Stock-based Compensation - Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 8,905 | $ 3,420 | $ 21,933 | $ 9,855 |
Cost of products sold | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 79 | 0 | 216 | 0 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,565 | 928 | 3,945 | 2,774 |
Sales, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 7,261 | $ 2,492 | $ 17,772 | $ 7,081 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021USD ($)tranche$ / sharesshares | Sep. 30, 2020USD ($)shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | Jun. 30, 2021shares | Mar. 31, 2021shares | Dec. 31, 2020shares | Jun. 30, 2020shares | Mar. 31, 2020shares | Dec. 31, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total stock-based compensation expense | $ | $ 8,905 | $ 3,420 | $ 21,933 | $ 9,855 | ||||||
Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Outstanding balance (in shares) | 307,832,019 | 239,185,985 | 307,832,019 | 239,185,985 | 297,715,298 | 273,266,917 | 244,951,446 | 204,618,423 | 163,891,920 | 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 | $ | $ 134,400 | $ 134,400 | ||||||||
Weighted-average period | 3 years 6 months | |||||||||
PSUs | Chief Operating Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense related to stock options and RSUs | $ | $ 8,000 | $ 8,000 | ||||||||
Granted (in dollars per share) | $ / shares | $ 13.39 | |||||||||
Number of tranches | tranche | 6 | |||||||||
PSUs | Chief Operating Officer | General and Administrative Expense | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total stock-based compensation expense | $ | $ 1,300 | 1,800 | ||||||||
PSUs | Chief Financial Officer and Chief Executive Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of tranches | tranche | 4 | |||||||||
Cancelled and forfeited (in shares) | 3,250,000 | |||||||||
Risk-free interest rate | 0.48% | |||||||||
Expected volatility | 101.00% | |||||||||
PSUs | Chief Financial Officer and Chief Executive Officer | General and Administrative Expense | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total stock-based compensation expense | $ | $ 2,400 | 2,400 | ||||||||
PSUs | Chief Financial Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense related to stock options and RSUs | $ | 3,400 | 3,400 | ||||||||
PSUs | Chief Executive Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense related to stock options and RSUs | $ | $ 68,000 | $ 68,000 | ||||||||
PSUs | Minimum | Chief Operating Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted (in shares) | 0 | |||||||||
PSUs | Minimum | Chief Financial Officer and Chief Executive Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in dollars per share) | $ / shares | $ 9.79 | |||||||||
PSUs | Minimum | Chief Financial Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted (in shares) | 0 | |||||||||
PSUs | Minimum | Chief Executive Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted (in shares) | 0 | |||||||||
PSUs | Maximum | Chief Operating Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted (in shares) | 600,000 | |||||||||
PSUs | Maximum | Chief Financial Officer and Chief Executive Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in dollars per share) | $ / shares | $ 12.93 | |||||||||
PSUs | Maximum | Chief Financial Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted (in shares) | 300,000 | |||||||||
PSUs | Maximum | Chief Executive Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted (in shares) | 6,000,000 | |||||||||
2020 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Automatic annual increase available for grant and issuance (in shares) | 12,247,572 | |||||||||
Automatic annual increase in shares available for grant and issuance, percentage of outstanding stock | 5.00% | |||||||||
2010 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Automatic annual increase reserved for issuance (in shares) | 42,077 | |||||||||
Remaining number of shares reserved for issuance, maximum limit (in shares) | 1,666,666 |