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. |