Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 25, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 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 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,672.8 | ||
Entity Common Stock, Shares Outstanding | 311,658,460 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be filed for its 2022 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001365916 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Amendment Flag | false | ||
NASDAQ CAPITAL MARKET | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | AMRS | ||
Security Exchange Name | NASDAQ | ||
NASDAQ/NGS (GLOBAL SELECT MARKET) | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | AMRS | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 324 |
Auditor Name | Macias, Gini & O’Connell LLP, |
Auditor Location | San Francisco, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 483,462 | $ 30,152 |
Restricted cash | 199 | 309 |
Accounts receivable, net of allowance of $945 and $137, respectively | 37,074 | 32,846 |
Accounts receivable - related party, net of allowance of $0 and $0, respectively | 5,667 | 12,110 |
Contract assets | 4,227 | 4,178 |
Contract assets - related party | 0 | 1,203 |
Inventories | 75,070 | 42,862 |
Deferred cost of products sold - related party | 0 | 9,801 |
Prepaid expenses and other current assets | 33,513 | 13,103 |
Total current assets | 639,212 | 146,564 |
Property, plant and equipment, net | 72,835 | 32,875 |
Deferred cost of products sold, noncurrent - related party | 0 | 9,939 |
Restricted cash, noncurrent | 4,651 | 961 |
Recoverable taxes from Brazilian government entities | 16,740 | 8,641 |
Right-of-use assets under financing leases, net | 7,342 | 9,994 |
Right-of-use assets under operating leases, net | 32,428 | 10,136 |
Goodwill | 131,259 | 0 |
Intangible assets, net | 39,265 | 0 |
Other assets | 10,566 | 3,704 |
Total assets | 954,298 | 222,814 |
Current liabilities: | ||
Accounts payable | 79,666 | 41,045 |
Accrued and other current liabilities | 71,457 | 30,707 |
Financing lease liabilities | 140 | 4,170 |
Operating lease liabilities | 7,689 | 5,226 |
Contract liabilities | 2,530 | 4,468 |
Debt, current portion (includes instrument measured at fair value of $0 and $53,387, respectively) | 896 | 54,748 |
Related party debt, current portion (includes instrument measured at fair value of $107,427 and $0, respectively) | 107,427 | 22,689 |
Total current liabilities | 269,805 | 163,053 |
Long-term debt, net of current portion (includes instrument measured at fair value of $0 and $0, respectively) | 309,061 | 26,170 |
Related party debt, net of current portion (includes instrument measured at fair value of $0 and $123,164, respectively) | 0 | 159,452 |
Financing lease liabilities, net of current portion | 61 | 0 |
Operating lease liabilities, net of current portion | 19,829 | 9,732 |
Derivative liabilities | 7,062 | 8,698 |
Acquisition-related contingent consideration (Note 3 and Note 12) | 64,762 | 0 |
Other noncurrent liabilities | 4,510 | 22,754 |
Total liabilities | 675,090 | 389,859 |
Commitments and contingencies (Note 9) | ||
Mezzanine equity: | ||
Contingently redeemable common stock | 5,000 | 5,000 |
Contingently redeemable noncontrolling interest | 28,520 | 0 |
Stockholders’ equity (deficit): | ||
Preferred stock - $0.0001 par value, 5,000,000 shares authorized as of December 31, 2021 and 2020; 0 shares issued and outstanding as of December 31, 2021 and 2020 | 0 | 0 |
Common stock - $0.0001 par value, 450,000,000 and 350,000,000 shares authorized as of December 31, 2021 and 2020, respectively; 308,899,906 and 244,951,446 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 31 | 24 |
Additional paid-in capital | 2,656,838 | 1,957,224 |
Accumulated other comprehensive loss | (52,769) | (47,375) |
Accumulated deficit | (2,357,661) | (2,086,692) |
Total Amyris, Inc. stockholders’ equity (deficit) | 246,439 | (176,819) |
Noncontrolling interest | (751) | 4,774 |
Total stockholders' equity (deficit) | 245,688 | (172,045) |
Total liabilities, mezzanine equity and stockholders' equity (deficit) | $ 954,298 | $ 222,814 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 945 | $ 137 |
Accounts receivable, related party, allowance | 0 | 0 |
Fair value of debt, current | 0 | 53,387 |
Related party debt, fair value, current | 107,427 | 0 |
Fair Value Adjustment | 0 | 0 |
Related party debt, fair value, noncurrent | $ 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 usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 450,000,000 | 350,000,000 |
Common stock issued (in shares) | 308,899,906 | 244,951,446 |
Common stock, shares outstanding (in shares) | 308,899,906 | 244,951,446 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Revenue | $ 341,817 | $ 173,137 | $ 152,557 |
Cost and operating expenses: | |||
Cost of products sold | 155,139 | 87,812 | 76,185 |
Research and development | 94,289 | 71,676 | 71,460 |
Sales, general and administrative | 257,811 | 137,071 | 126,586 |
Impairment | 12,204 | 0 | 216 |
Total cost and operating expenses | 519,443 | 296,559 | 274,447 |
Loss from operations | (177,626) | (123,422) | (121,890) |
Other income (expense): | |||
Interest expense | (25,605) | (47,951) | (58,665) |
Gain (loss) from change in fair value of derivative instruments | 1,453 | (11,362) | 2,777 |
Loss from change in fair value of debt | (38,649) | (89,827) | (19,369) |
Loss upon extinguishment of debt | (32,464) | (51,954) | (44,208) |
Other income (expense), net | 580 | 666 | (783) |
Total other expense, net | (94,685) | (200,428) | (120,248) |
Loss before income taxes and loss from investment in affiliates | (272,311) | (323,850) | (242,138) |
Provision for income taxes | 8,114 | (293) | (629) |
Loss from investment in affiliates | (7,595) | (2,731) | 0 |
Net loss | (271,792) | (326,874) | (242,767) |
Loss (income) attributable to noncontrolling interest | 823 | (4,165) | 0 |
Net loss attributable to Amyris, Inc. | (270,969) | (331,039) | (242,767) |
Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock | 0 | (67,151) | 0 |
Less: deemed dividend to preferred stockholder on issuance and modification of common stock warrants | 0 | 0 | (34,964) |
Add: loss allocated to participating securities | 507 | 15,879 | 7,380 |
Net loss attributable to Amyris, Inc. common stockholders | $ (270,462) | $ (382,311) | $ (270,351) |
Denominator: | |||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic (in shares) | 292,343,431 | 203,598,673 | 101,370,632 |
Basic loss per share (in dollars per share) | $ (0.93) | $ (1.88) | $ (2.67) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted (in shares) | 292,667,631 | 203,598,673 | 101,296,575 |
Diluted loss per share (in dollars per share) | $ (0.97) | $ (1.88) | $ (2.72) |
Renewable Product | |||
Revenue: | |||
Revenue | $ 149,703 | $ 104,338 | $ 59,872 |
Licenses and Royalties | |||
Revenue: | |||
Revenue | 173,812 | 50,991 | 54,043 |
Collaborations, Grants and Other | |||
Revenue: | |||
Revenue | $ 18,302 | $ 17,808 | $ 38,642 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues, related party | $ 174,774 | $ 51,754 | $ 53,227 |
Renewable Product | |||
Revenues, related party | 19,162 | 986 | 56 |
Licenses and Royalties | |||
Revenues, related party | 149,612 | 43,750 | 49,051 |
Collaborations, Grants and Other | |||
Revenues, related party | $ 6,000 | $ 7,018 | $ 4,120 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Comprehensive loss: | |||
Net loss | $ (271,792) | $ (326,874) | $ (242,767) |
Foreign currency translation adjustment | (5,394) | (3,571) | (461) |
Total comprehensive loss | (277,186) | (330,445) | (243,228) |
Loss (income) attributable to noncontrolling interest | 823 | (4,165) | 0 |
Comprehensive loss attributable to Amyris, Inc. | $ (276,363) | $ (334,610) | $ (243,228) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit and Mezzanine Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2018 | 14,656 | 76,564,829 | ||||||||
Beginning balance at Dec. 31, 2018 | $ (216,819) | $ 41,043 | $ 8 | $ 1,346,996 | $ 32,512 | $ (43,343) | $ (1,521,417) | $ 8,531 | $ 937 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest (in shares) | 14,107,637 | |||||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | 62,861 | $ 2 | 62,859 | |||||||
Issuance of common stock in private placement, net of issuance costs - related party (in shares) | 10,478,338 | |||||||||
Issuance of common stock in private placement, net of issuance costs - related party | 39,500 | $ 1 | 39,499 | |||||||
Issuance and modification of common stock warrants | 34,964 | 34,964 | ||||||||
Deemed dividend to preferred shareholder on issuance and modification of common stock warrants | (34,964) | (34,964) | ||||||||
Issuance of common stock (in shares) | 3,610,944 | |||||||||
Issuance of common stock | 14,221 | 14,221 | ||||||||
Issuance of warrants in connection with related party debt issuance | 20,121 | 20,121 | ||||||||
Issuance of warrants in connection with related party debt modification | 4,932 | 4,932 | ||||||||
Issuance of warrants in connection with debt accounted for at fair value | 5,358 | 5,358 | ||||||||
Stock-based compensation | 12,554 | 12,554 | ||||||||
Fair Value of pre-delivery shares issued to lenders (in shares) | 7,500,000 | |||||||||
Fair value of pre-delivery shares issued to lenders | 4,215 | $ 1 | 4,214 | |||||||
Issuance of common stock upon ESPP purchase (in shares) | 318,490 | |||||||||
Issuance of common stock upon ESPP purchase | 1,078 | 1,078 | ||||||||
Fair value of bifurcated embedded conversion feature in connection with debt modification | 398 | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 3,612 | |||||||||
Issuance of common stock upon exercise of stock options | 27 | 27 | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 2,515,174 | |||||||||
Issuance of common stock upon exercise of warrants | 1 | 1 | ||||||||
Conversion of series B preferred shares into common shares (in shares) | (6,376) | 1,012,071 | ||||||||
Distribution to non-controlling interests | (328) | (328) | ||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 1,631,582 | |||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (1,102) | (1,102) | ||||||||
Foreign currency translation adjustment | (461) | (461) | ||||||||
Net loss | (242,767) | (242,767) | ||||||||
Ending balance (in shares) at Dec. 31, 2019 | 8,280 | 117,742,677 | ||||||||
Ending balance at Dec. 31, 2019 | (255,168) | $ 12 | 1,543,668 | (43,804) | (1,755,653) | 609 | ||||
Mezzanine equity, common stock, beginning balance at Dec. 31, 2018 | 5,000 | |||||||||
Mezzanine equity, common stock, ending balance at Dec. 31, 2019 | 5,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest (in shares) | 6,337,594 | |||||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | 21,260 | $ 1 | 21,259 | |||||||
Stock-based compensation | 13,743 | 13,743 | ||||||||
Issuance of common stock upon ESPP purchase (in shares) | 357,655 | |||||||||
Issuance of common stock upon ESPP purchase | 843 | 843 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 11,061 | |||||||||
Issuance of common stock upon exercise of stock options | 46 | 46 | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 1,343,675 | |||||||||
Issuance of common stock upon exercise of warrants | 3,476 | 3,476 | ||||||||
Issuance of preferred and common stock in private placements, net of issuance costs (in shares) | 72,156 | 36,098,894 | ||||||||
Issuance of preferred and common stock in private placements, net of issuance costs | 170,037 | $ 3 | 170,034 | |||||||
Issuance of common stock upon exercise of warrants - related party (in shares) | 29,165,166 | |||||||||
Issuance of common stock upon exercise of warrants - related party | 83,115 | $ 2 | 83,113 | |||||||
Issuance of preferred and common stock in private placements - related party, net of issuance costs (in shares) | 30,000 | 10,505,652 | ||||||||
Issuance of preferred and common stock in private placements - related party, net of issuance costs | 57,189 | $ 1 | 57,188 | |||||||
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 extinguishment of related derivative liability | 15,778 | 15,778 | ||||||||
Issuance of common stock right warrant - related party (in shares) | 5,226,481 | |||||||||
Issuance of common stock right warrant - related party | 8,904 | $ 1 | 8,903 | |||||||
Issuance of common stock upon automatic conversion of Series E preferred stock (in shares) | (102,156) | 34,052,084 | ||||||||
Issuance of common stock upon automatic conversion of Series E preferred stock | 0 | $ 4 | (4) | |||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 2,227,654 | |||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (404) | (404) | ||||||||
Beneficial conversion feature related to issuance of Series E preferred stock | 67,151 | 67,151 | ||||||||
Deemed dividend upon conversion of Series E preferred stock into common stock | (67,151) | (67,151) | ||||||||
Exercise of common stock rights warrant - related party | 15,000 | 15,000 | ||||||||
Extinguishment of liability warrants to equity | 11,750 | 11,750 | ||||||||
Fair value of pre-delivery shares released to holder in connection with previous debt issuance | 10,478 | 10,478 | ||||||||
Modification of previously issued common stock warrants | 2,353 | 2,353 | ||||||||
Return of pre-delivery shares previously issued in connection with debt agreement (in shares) | (1,363,636) | |||||||||
Foreign currency translation adjustment | (3,571) | (3,571) | ||||||||
Net loss | (326,874) | (331,039) | 4,165 | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 8,280 | 244,951,446 | ||||||||
Ending balance at Dec. 31, 2020 | (172,045) | $ 24 | 1,957,224 | (47,375) | (2,086,692) | 4,774 | ||||
Mezzanine equity, common stock, ending balance at Dec. 31, 2020 | 5,000 | |||||||||
Mezzanine equity, noncontrolling interest, ending balance at Dec. 31, 2020 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock (in shares) | 8,805,345 | |||||||||
Issuance of common stock | 130,793 | $ 1 | 130,792 | |||||||
Stock-based compensation | 33,394 | 33,394 | ||||||||
Issuance of common stock upon ESPP purchase (in shares) | 290,063 | |||||||||
Issuance of common stock upon ESPP purchase | $ 1,171 | 1,171 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 634,778 | 636,930 | ||||||||
Issuance of common stock upon exercise of stock options | $ 3,295 | 3,295 | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 20,809,472 | |||||||||
Distribution to non-controlling interests | (4,702) | (4,702) | ||||||||
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 | 10,840 | $ 2 | 10,838 | |||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 3,073,652 | |||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (1,482) | (1,482) | ||||||||
Value of cash conversion feature in connection with issuance of convertible senior note | 367,974 | 367,974 | ||||||||
Issuance of common stock as purchase consideration in business combinations (in shares) | 3,806,263 | |||||||||
Issuance of common stock as purchase consideration in business combinations | 54,379 | 54,379 | ||||||||
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 debt principal, net of return of pre-delivery shares returned to Amyris (in shares) | 5,827,164 | |||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | 110,575 | $ 1 | 110,574 | |||||||
Issuance of common stock upon conversion of preferred stock (in shares) | (8,280) | 1,943,659 | ||||||||
Issuance of common stock upon exercise of warrants | 45,644 | $ 2 | 45,642 | |||||||
Issuance of contingently redeemable noncontrolling interest | 14,520 | 14,520 | ||||||||
Premium paid for convertible note hedge call option | (81,075) | (81,075) | ||||||||
Foreign currency translation adjustment | (5,394) | (5,394) | ||||||||
Net loss | (271,792) | (270,969) | (823) | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 308,899,906 | |||||||||
Ending balance at Dec. 31, 2021 | 245,688 | $ 31 | $ 2,656,838 | $ (52,769) | $ (2,357,661) | $ (751) | ||||
Mezzanine equity, common stock, ending balance at Dec. 31, 2021 | 5,000 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Issuance of contingently redeemable noncontrolling interest | 28,520 | |||||||||
Mezzanine equity, noncontrolling interest, ending balance at Dec. 31, 2021 | $ 28,520 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficit and Mezzanine Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Debt conversion, converted instrument (in shares) | 2,600,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||
Net loss | $ (271,792,000) | $ (326,874,000) | $ (242,767,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
(Gain) loss from change in fair value of derivative instruments | (1,453,000) | 11,362,000 | (2,777,000) |
(Gain) loss on foreign currency exchange rates | 683,000 | (119,000) | (22,000) |
Accretion of debt discount | 9,536,000 | 3,829,000 | 11,665,000 |
Amortization of intangible assets | 981,000 | 0 | 0 |
Amortization of right-of-use assets under operating leases | 2,968,000 | 2,755,000 | 12,597,000 |
Contract asset credit loss reserve | 0 | 8,342,000 | 0 |
Depreciation and amortization | 8,745,000 | 9,371,000 | 4,581,000 |
Expense for warrants issued for covenant waivers | 0 | 0 | 5,358,000 |
Impairment of deferred cost of products sold - related party | 12,204,000 | 0 | 0 |
Impairment of property, plant and equipment | 0 | 13,000 | 1,354,000 |
Loss from change in fair value of debt | 38,649,000 | 89,827,000 | 19,369,000 |
Loss in equity-method investee | 292,000 | 2,731,000 | 297,000 |
Loss on impairment of other assets | 0 | 0 | 216,000 |
Loss upon conversion or extinguishment of debt | 29,346,000 | 51,954,000 | 44,208,000 |
Non-cash interest expense in connection with modification of warrants | 0 | 1,066,000 | 0 |
Non-cash interest expense in connection with release of pre-delivery shares to debt holder | 0 | 10,478,000 | 0 |
Other | 9,000 | 161,000 | 212,000 |
Stock-based compensation | 33,394,000 | 13,743,000 | 12,554,000 |
Changes in assets and liabilities: | |||
Accounts receivable | 2,395,000 | (24,161,000) | (2,818,000) |
Contract assets | 1,154,000 | (4,035,000) | (8,485,000) |
Contract assets - related party | 0 | 0 | 8,021,000 |
Inventories | (32,237,000) | (16,249,000) | (17,989,000) |
Deferred cost of products sold - related party | 7,536,000 | (3,248,000) | (13,175,000) |
Prepaid expenses and other assets | (36,291,000) | (443,000) | (8,064,000) |
Accounts payable | 37,389,000 | (10,081,000) | 23,748,000 |
Accrued and other liabilities | (9,924,000) | 5,148,000 | 18,981,000 |
Lease liabilities | (12,700,000) | (4,438,000) | (17,125,000) |
Contract liabilities | (2,217,000) | 3,115,000 | (6,872,000) |
Net cash used in operating activities | (181,333,000) | (175,753,000) | (156,933,000) |
Investing activities: | |||
Purchases of property, plant and equipment | (45,636,000) | (12,781,000) | (13,080,000) |
Acquisitions, net of cash acquired | (18,462,000) | 0 | 0 |
Net cash used in investing activities | (64,098,000) | (12,781,000) | (13,080,000) |
Financing activities: | |||
Distribution to noncontrolling interest | (4,702,000) | 0 | (1,103,000) |
Issuance costs incurred in connection with debt modification | (2,500,000) | 0 | 0 |
Payment of minimum employee taxes withheld upon net share settlement of restricted stock units | (1,482,000) | (404,000) | (5,268,000) |
Principal payments on debt | (76,980,000) | (51,959,000) | (328,000) |
Principal payments on financing leases | (4,067,000) | (3,461,000) | (112,393,000) |
Proceeds from capital contribution by noncontrolling interest | 10,000,000 | 0 | 0 |
Proceeds from ESPP purchases | 1,171,000 | 843,000 | 1,078,000 |
Proceeds from exercise of common stock rights warrant - related party | 0 | 15,000,000 | 0 |
Proceeds from exercise of warrants | 39,904,000 | 3,476,000 | 1,000 |
Proceeds from exercise of warrants - related party | 16,580,000 | 28,348,000 | 0 |
Proceeds from exercises of common stock options | 3,295,000 | 46,000 | 27,000 |
Proceeds from issuance of common stock | 130,793,000 | 0 | 0 |
Proceeds from issuance of debt, net of issuance costs | 671,025,000 | 15,599,000 | 189,175,000 |
Proceeds from issuance of preferred and common stock in private placements, net of issuance costs - related party | 0 | 170,037,000 | 14,221,000 |
Proceeds from issuance of preferred and common stock in private placements, net of issuance costs - related party | 0 | 45,000,000 | 39,500,000 |
Purchase of capped calls related to convertible senior notes | (81,075,000) | 0 | 0 |
Net cash provided by financing activities | 701,962,000 | 222,525,000 | 124,910,000 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 359,000 | (4,268,000) | (252,000) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 456,890,000 | 29,723,000 | (45,355,000) |
Cash, cash equivalents and restricted cash at beginning of year | 31,422,000 | 1,699,000 | 47,054,000 |
Cash, cash equivalents and restricted cash at end of year | 488,312,000 | 31,422,000 | 1,699,000 |
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets | |||
Cash and cash equivalents | 483,462,000 | 30,152,000 | 270,000 |
Restricted cash, current | 199,000 | 309,000 | 469,000 |
Restricted cash, noncurrent | 4,651,000 | 961,000 | 960,000 |
Total cash, cash equivalents and restricted cash | 488,312,000 | 31,422,000 | 1,699,000 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 7,730,000 | 16,609,000 | 20,780,000 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Accrued interest added to debt principal | 0 | 2,056,000 | 7,292,000 |
Acquisition of additional interest in equity-method investee in exchange for payment obligation | 0 | 0 | 5,031,000 |
Acquisition of right-of-use assets under financing leases | 30,000 | 0 | 7,436,000 |
Acquisition of right-of-use assets under operating leases | 25,395,000 | 0 | 3,551,000 |
Cash conversion feature in connection with issuance of 2026 convertible senior notes | 367,974,000 | 0 | 0 |
Common stock issued as purchase consideration in business combinations | 56,418,000 | 0 | 0 |
Cumulative effect of change in accounting principle for ASU 2017-11 | 0 | 0 | 41,043,000 |
Debt fair value adjustment in connection with debt issuance | 0 | 0 | 11,575,000 |
Derecognition of derivative liabilities to equity upon extinguishment of debt | 59,000 | 6,461,000 | 0 |
Derecognition of derivative liabilities upon authorization of shares | 0 | 6,550,000 | 0 |
Derecognition of derivative liabilities upon exercise of warrants | 0 | 5,200,000 | 0 |
Exercise of common stock warrants in exchange for debt principal and interest reduction | 0 | 69,918,000 | 0 |
Fair value of embedded features in connection with private placement | 0 | 2,962,000 | 0 |
Fair value of pre-delivery shares in connection with debt issuance | 0 | 0 | 4,215,000 |
Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances | 0 | 188,000 | 237,000 |
Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances - related party | 0 | 747,000 | 1,954,000 |
Fair value of warrants recorded as debt discount in connection with debt issuances | 0 | 0 | 8,965,000 |
Fair value of warrants recorded as debt discount in connection with debt issuances - related party | 0 | 0 | 16,155,000 |
Fair value of warrants recorded as debt discount in connection with debt modification | 0 | 0 | 398,000 |
Fair value of warrants recorded as debt discount in connection with debt modification - related party | 0 | 0 | 2,050,000 |
Financing of insurance premium under note payable | 0 | 0 | 253,000 |
Issuance of common stock and warrants issued upon conversion of debt principal | 149,208,000 | 0 | 0 |
Issuance of common stock upon conversion of convertible notes and accrued interest | 42,520,000 | 27,650,000 | 62,860,000 |
Issuance of common stock upon exercise of common stock rights warrant in previous period - related party | 0 | 1,000 | 0 |
Lease liabilities recorded upon adoption of ASC 842 | 0 | 0 | 33,552,000 |
Noncontrolling interest issued in subsidiary in exchange for settlement of other liabilities | 4,000,000 | 0 | 0 |
Reclassification of Additional paid-in capital to Mezzanine equity in connection with issuance of contingently redeemable noncontrolling interest in subsidiary | 14,520,000 | 0 | 0 |
Right-of-use assets under operating leases recorded upon adoption of ASC 842 | 0 | 0 | 29,713,000 |
Unpaid property, plant and equipment balances in accounts payable and accrued liabilities at end of period | $ 4,833,000 | $ 1,575,000 | $ 2,576,000 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Business Description Amyris, Inc. and subsidiaries (collectively, Amyris or the Company) is a high growth, biotechnology company at the forefront of delivering sustainable solutions that are better for people and the planet. The Company creates, manufactures and commercializes consumer products and ingredients. Currently, the largest driver of the Company's revenue is derived from marketing and selling Clean Beauty, Personal Care and Health & Wellness consumer products through direct-to-consumer ecommerce platforms and a growing network of retail partners. The Company also sells sustainable ingredients to sector leaders that serve Flavor & Fragrance (F&F), Nutrition, Food & Beverage, and Clean Beauty & Personal Care end markets. The Company's ingredients and consumer products are powered by the Company's fermentation-based Lab-to-Market TM technology platform, which leverages state-of-the-art machine learning, robotics and artificial intelligence, enabling the Company to rapidly bring new innovation to market. Basis of Consolidation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (U.S. GAAP). The consolidated financial statements include the accounts of Amyris, Inc. and its wholly-owned and partially-owned subsidiaries in which the Company has a controlling financial interest after elimination of all significant intercompany accounts and transactions. Investments and joint venture arrangements are assessed to determine whether the terms provide economic or other control over the entity requiring consolidation of the entity. Entities controlled by means other than a majority voting interest are referred to as variable-interest entities (VIEs) and are consolidated when Amyris has both the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. The Company accounts for its equity investments and joint venture using the equity method for any investment or joint venture in which (i) the Company does not have a majority ownership interest, (ii) the Company possesses the ability to exert significant influence and (iii) the entity is not a VIE for which the Company is considered the primary beneficiary. Use of Estimates and Judgements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements. Significant estimates and judgements used in these consolidated financial statements are discussed in the relevant accounting policies below or specifically discussed in the Notes to Consolidated Financial Statements where such transactions are disclosed. Significant Accounting Policies 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 tangible and identifiable intangible assets acquired and liabilities assumed 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 12, “Acquisitions”. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. Derivatives Embedded derivatives that are required to be bifurcated from the underlying debt instrument (i.e., host) and free standing equity instruments that do not meet the derivative scope exception and equity classification criteria in ASC 815, “Derivatives and Hedging” are accounted for and valued as separate financial instruments. The Company has evaluated the terms and features of its convertible notes and free standing equity instruments requiring bifurcation and have accounted for these instruments at fair value, using the valuation techniques mentioned in the Fair Value Measurements section of this Note. Fair Value Measurements The carrying amounts of certain financial instruments, such as cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The Company measures the following financial liabilities at fair value: • Warrants to purchase common stock and freestanding and bifurcated derivatives in connection with certain debt and equity financings; and • Foris Convertible Note (see Note 3, "Fair Value Measurement" and Note 4, "Debt", for which the Company elected the fair value option of accounting. Fair value is based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Where available, fair value is based on or derived from observable market prices or other observable inputs. Where observable prices or inputs are not available, valuation techniques are applied. These valuation techniques involve some level of management estimation and judgement, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Changes to the inputs, including the closing price of the Company common stock at each period end, used in these valuation models can have a significant impact on the estimated fair value of the Senior Convertible Notes, Foris Convertible Note and the Company's freestanding derivatives. For example, a decrease (increase) in the estimated credit spread for the Company results in an increase (decrease) in estimated fair value. Conversely, a decrease (increase) in the Company’s closing stock price at period end results in a decrease (increase) in estimated fair value of these instruments. The changes during 2021, 2020 and 2019 in the fair values of the warrants and bifurcated compound embedded derivatives are primarily related to the change in price of the Company's common stock and are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of derivative instruments”. The fair value of debt instruments for which the Company has not elected fair value accounting, is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. Most of the Company's debt is carried on the consolidated balance sheet on a historical cost basis net of unamortized discounts and premiums, because the Company has not elected the fair value option of accounting. However, for the Senior Convertible Notes, the Company elected fair value accounting at the issue date in 2018, and for the Foris Convertible Note at the reissue date in June 2020, so the balances reported for those debt instruments represent fair value as of the applicable balance sheet date; see Note 3, "Fair Value Measurement" for additional information. Changes in fair value of the Senior Convertible Notes and the Foris Convertible Note are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of debt”. For all debt instruments, including any for which the Company has elected fair value accounting, the Company classifies interest that has been accrued during each period as Interest expense on the consolidated statements of operations. 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 consolidated financial statements. Intangible Assets Intangible assets are comprised primarily of customer relationships, trademarks and trade names, developed technology, patents and other intellectual property 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 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. Impairment Long-lived assets that are held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the difference between the fair value of the asset and its carrying value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Inventories Inventories, which consist of farnesene-derived products, flavors and fragrances ingredients and clean beauty products, are stated at the lower of actual cost or net realizable value and are categorized as finished goods, work in process or raw material inventories. The Company evaluates the recoverability of its inventories based on assumptions about expected demand and net realizable value. If the Company determines that the cost of inventories exceeds their estimated net realizable value, the Company records a write-down equal to the difference between the cost of inventories and the estimated net realizable value. If actual net realizable values are less favorable than those projected by management, additional inventory write-downs may be required that could negatively impact the Company's operating results. If actual net realizable values are more favorable, the Company may have favorable operating results when products that have been previously written down are sold in the normal course of business. The Company also evaluates the terms of its agreements with its suppliers and establishes accruals for estimated losses on adverse purchase commitments as necessary, applying the same lower of cost or net realizable value approach that is used to value inventory. Cost for farnesene-derived products and flavors and fragrances ingredients are computed on a weighted-average basis. Cost for clean beauty products are computed on a standard cost basis. Leases The Company has operating leases primarily for administrative offices, retail space, laboratory equipment and other facilities and certain third-party manufacturing agreements deemed to contain an embedded lease. The operating leases have remaining terms that range from 1 year to 18 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 to 5 years and are included in the lease term when it is reasonably certain that the Company will exercise the option. The operating leases are classified as ROU assets under operating leases on the Company's 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 consolidated balance sheets. The Company has entered into financing leases primarily for laboratory and computer equipment. Assets purchased under financing leases are included in "Right-of-use assets under financing leases, net" on the consolidated balance sheets. For financing leases, the associated assets are depreciated or amortized over the shorter of the relevant useful life of each asset or the lease term. Operating and Financing lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Because the rate implicit in the Company’s lease agreements is typically 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 that may contain lease and non-lease components, which the Company has elected to treat as a single lease component. Property, Plant and Equipment, Net Property, plant and equipment are recorded at cost. Depreciation and amortization are computed straight-line based on the estimated useful lives of the related assets, ranging from 3 to 15 years for machinery, equipment and fixtures, and 15 years for buildings. Leasehold improvements are amortized over their estimated useful lives or the period of the related lease, whichever is shorter. The Company expenses costs for maintenance and repairs and capitalizes major replacements, renewals and betterments. For assets retired or otherwise disposed, both cost and accumulated depreciation are eliminated from the asset and accumulated depreciation accounts, and gains or losses related to the disposal are recorded in the statement of operations for the period. Recoverable Taxes from Brazilian Government Entities Recoverable taxes from Brazilian government entities represent value-added taxes paid on purchases in Brazil, which are reclaimable from the Brazilian tax authorities, net of reserves for amounts estimated not to be recoverable. Noncontrolling Interest and Contingently Redeemable Noncontrolling interest Noncontrolling interests represent the portion of net income (loss), net assets and comprehensive income (loss) that is not allocable to the Company, in situations where the Company consolidates its equity investment in a joint venture or as the primary beneficiary of a variable-interest entity (VIE) for which there are other owners. The amount of noncontrolling interest is comprised of the amount of such interests at the date of the Company's original acquisition of an equity interest or involvement in a joint venture, plus the other shareholders' share of changes in equity since the date the Company made an investment in the joint venture. If a noncontrolling interest is contingently redeemable under circumstances that are not solely within the control of the Company, the contingently redeemable noncontrolling interest is presented in the balance sheet and statement of stockholders’ equity (deficit) and mezzanine equity outside of permanent equity in accordance with SEC’s Accounting Series Release 268, Presentation in Financial Statements of Redeemable Preferred Stocks (ASR 268). Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. The Company places its cash equivalents and investments (if any) with high credit quality financial institutions and, by policy, limits the amount of credit exposure with any one financial institution. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash and cash equivalents and short-term investments. The Company performs ongoing credit evaluation of its customers, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary. Customers representing 10% or greater of accounts receivable were as follows: As of December 31, 2021 2020 Customer A (related party) 13% 27% Customer B 16% 2% Customer C 8% 17% Customer D ** 13% ______________ ** Less than 10% Customers representing 10% or greater of revenue were as follows: Years Ended December 31, Year First Customer 2021 2020 2019 Customer A (related party) 2017 51% 30% 35% Customer C 2014 ** 10% ** Customer E 2019 ** ** 12% ______________ ** Less than 10% Revenue Recognition The Company recognizes revenue from the sale of renewable products, licenses and royalties from intellectual property, and grants and collaborative research and development services. Revenue is measured based on the consideration specified in a contract with a customer, and the transaction price is allocated utilizing stand-alone selling price. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring control over a product or service to a customer. The Company generally does not incur costs to obtain new contracts. The costs to fulfill a contract are expensed as incurred. The Company accounts for a contract when it has approval and commitment to perform from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of the consideration is probable. Changes to contracts are assessed for whether they represent a modification or should be accounted for as a new contract. The Company considers the following indicators, among others, when determining if it is acting as a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified goods or service, (ii) the Company has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) the Company has discretion in establishing the price for the specified good or service. If a transaction does not meet the Company's indicators of being a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis. The Company’s significant contracts and contractual terms with its customers are presented in Note 10, "Revenue Recognition". The Company recognizes revenue when control of the good or service has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) the customer has legal title to the product, (ii) the Company has transferred physical possession of the product or service to the customer, (iii) the Company has a right to receive payment for the product or service, (iv) the customer absorbs the significant risks and rewards of ownership of the product and (v) the customer has accepted the product. For most of the Company's renewable products customers, supply agreements between the Company and each customer indicate when transfer of title occurs. In some cases, the Company may make a payment to a customer. When that occurs, the Company evaluates whether the payment is for a distinct good or service from the customer. If the fair value of the goods or services is greater than or equal to the amount paid to the customer, then the entire payment is treated as a purchase. If, on the other hand, the fair value of goods or services is less than the amount paid, then the difference is treated as a reduction in transaction price of the Company's sales to the customer or a reduction of cumulative to-date revenue recognized from the customer in the period the payment is made or goods or services are received from the customer. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company's contracts may contain multiple performance obligations if a promise to transfer the individual goods or services is separately identifiable from other promises in the contracts and, therefore, is considered distinct. For contracts with multiple performance obligations, the Company determines the standalone selling price of each performance obligation and allocates the total transaction price using the relative selling price basis. The following is a description of the principal goods and services from which the Company generates revenue. Renewable Product Sales Revenues from renewable product sales are recognized as a distinct performance obligation on a gross basis as the Company is acting as a principal in these transactions, with the selling price to the customer recorded net of discounts and allowances. Revenues are recognized at a point in time when control has passed to the customer, which typically occurs when the renewable products leaves the Company’s facilities with the first transportation carrier. The Company, on occasion, may recognize revenue under a bill and hold arrangement, whereby the customer requests and agrees to purchase product but requests delivery at a later date. Under these arrangements, control transfers to the customer when the product is ready for delivery, which occurs when the product is identified separately as belonging to the customer, the product is ready for shipment to the customer in its current form, and the Company does not have the ability to direct the product to a different customer. It is at this point the Company has the right to receive payment, the customer obtains legal title, and the customer has the significant risks and rewards of ownership. The Company’s renewable product sales do not include rights of return, except for direct-to-consumer products, for which the Company estimates sales returns subsequent to sale and reduces revenue accordingly. For renewable products other than direct-to-consumer, returns are accepted only if the product does not meet product specifications and such nonconformity is communicated to the Company within a set number of days of delivery. The Company offers a two-year assurance-type warranty to replace or reprocess its ingredient products that do not meet Company-established criteria as set forth in the Company’s trade terms. An estimate of the cost to replace the or reprocess its ingredient products sold is made based on a historical rate of experience and recognized as a liability and related expense when the renewable product sale is consummated. Licenses and Royalties Licensing of Intellectual Property: When the Company’s intellectual property licenses are determined to be distinct from the other performance obligations identified in the arrangement, revenue is recognized from non-refundable, up-front fees allocated to the license at a point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For intellectual property licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front-fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognized. Royalties from Licensing of Intellectual Property: The Company earns royalties from the licensing of its intellectual property whereby the licensee uses the intellectual property to produce and sell its products to its customers and the Company shares in the profits. When the Company’s intellectual property license is the only performance obligation, or it is the predominant performance obligation in arrangements with multiple performance obligations, the Company applies the sales-based royalty exception which requires the Company to estimate the revenue that is recognized at a point in time when the licensee’s product sales occur. Estimates of sales-based royalty revenues are made using the most likely outcome method, which is the single amount in a range of possible amounts, using the best evidence available at the time, derived from the licensee’s historical sales volumes and sales prices of its products and recent commodity market pricing data and trends. Estimates are adjusted to actual or as new information becomes available. When the Company’s intellectual property license is not the predominant performance obligation in arrangements with multiple performance obligations, the royalty represents variable consideration and is allocated to the transaction price of the predominant performance obligation which generally is the supply of renewable products to the Company's customers. Revenue is estimated and recognized at a point in time when the renewable products are delivered to the customer. Estimates of the amount of variable consideration to include in the transaction price are made using the expected value method, which is the sum of probability-weighted amounts in a range of possible amounts determined based on the cost to produce the renewable product plus a reasonable margin for the profit share. The Company only includes an amount of variable consideration in the transaction price to the extent it is probable that a significant reversal in the cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Also, the transaction price is reduced for estimates of customer incentive payments payable by the Company for certain customer contracts. Collaborations, Grants and Other Collaborative Research and Development Services: The Company earns revenues from collaboration agreements with customers to perform research and development services to develop new molecules using the Company’s technology and to scale production of the molecules for commercialization and use in the collaborator’s products. The collaboration agreements generally include providing the Company's collaboration partners with research and development services and with licenses to the Company’s intellectual property to use the technology underlying the development of the molecules and to sell its products that incorporate the technology. The terms of the Company's collaboration agreements typically include one or more of the following: (i) advance payments for the research and development services that will be performed, (ii) nonrefundable upfront license payments, (iii) milestone payments to be received upon the achievement of the milestone events defined in the agreements, (iv) milestone payments at fixed intervals based on the passage of time, (v) payments for inventory manufactured under supply agreements upon the commercialization of the molecules, and (vi) royalty payments upon the commercialization of the molecules in which the Company shares in the customer’s profits. Collaboration agreements are evaluated at inception to determine whether the intellectual property licenses represent distinct performance obligations separate from the research and development services. If the licenses are determined to be distinct, the non-refundable upfront license fee is recognized as revenue at a point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license while the research and development service fees are recognized over time as the performance obligations are satisfied. The research and development service fees represent variable consideration. Estimates of the amount of variable consideration to include in the transaction price are made using the expected value method, which is the sum of probability-weighted amounts in a range of possible amounts. The Company only includes an amount of variable consideration in the transaction price to the extent it is probable that a significant reversal in the cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Revenue is recognized over time using either an input-based measure of labor hours expended or a time-based measure of progress towards the satisfacti |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | Balance Sheet Details Allowance for Doubtful Accounts Allowance for doubtful accounts activity and balances were as follows: (In thousands) Balance at Beginning of Year Provisions Write-offs, Net Balance at End of Year Allowance for doubtful accounts: Year Ended December 31, 2021 $ 137 $ 808 $ — $ 945 Year Ended December 31, 2020 $ 45 $ 92 $ — $ 137 Year Ended December 31, 2019 $ 642 $ 110 $ (707) $ 45 Inventories December 31, 2021 2020 Raw materials $ 25,733 $ 11,800 Work in process 6,941 10,760 Finished goods 42,396 20,302 Total inventories $ 75,070 $ 42,862 Deferred cost of products sold — related party December 31, 2021 2020 Deferred cost of products sold - related party $ — $ 9,801 Deferred cost of products sold, noncurrent - related party — 9,939 Total $ — $ 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 provided dedicated manufacturing capacity for sweetener production at DSM's Brotas, Brazil facility through December 2022. The deferred cost of products sold asset has been amortized to inventory and then 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 years ended December 31, 2021, 2020 and 2019, the Company expensed $4.2 million, $2.3 million and $0.9 million, respectively, of the deferred cost of products sold asset. Inception-to-date amortization expense to cost of products sold through December 31, 2021 totaled $8.3 million. During the year ended December 31, 2021, the Company recorded a $12.2 million impairment charge to write down the remaining balance of Deferred cost of products sold - related party associated with the DSM agreement. Based on the construction progress and anticipated commissioning date of the new fermentation facility, the timing of forecasted demand for RebM, and management’s decision to switch production of RebM the new facility in the second half 2022, the Company concluded the deferred cost of products sold asset was not recoverable as of December 31, 2021. The impairment charge is included in the line captioned “Impairment” in the consolidated statements of operations. Prepaid expenses and other current assets December 31, 2021 2020 Prepayments, advances and deposits $ 25,140 $ 6,637 Non-inventory production supplies 3,956 3,989 Recoverable taxes from Brazilian government entities 1,188 1,063 Other 3,229 1,414 Total prepaid expenses and other current assets $ 33,513 $ 13,103 Property, plant and equipment, net December 31, 2021 2020 Machinery and equipment $ 51,855 $ 50,415 Leasehold improvements 45,780 45,197 Computers and software 9,174 6,741 Furniture and office equipment, vehicles and land 3,688 3,507 Construction in progress 48,032 7,250 Total property, plant and equipment, gross 158,529 113,110 Less: accumulated depreciation and amortization (85,694) (80,235) Total property, plant and equipment, net $ 72,835 $ 32,875 During the years ended December 31, 2021, 2020 and 2019, depreciation and amortization expense, which includes amortization of financing lease assets, was as follows: Years Ended December 31, 2021 2020 2019 Depreciation and amortization $ 8,745 $ 8,508 $ 5,358 Losses on disposal of property, plant and equipment were $0, $0.1 million and $0.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. Such losses or gains were included in the lines captioned "Research and development expense" and "Sales, general and administrative expense" in the consolidated statements of operations. Goodwill The changes in the carrying amount of goodwill were as follows: Year ended December 31, 2021 2020 Beginning balance $ — $ — Acquisitions 133,025 — Effect of currency translation adjustment (1,766) — Ending balance $ 131,259 $ — Additions to goodwill during the year ended December 31, 2021 were related to acquisitions completed during the year. See Note 12, "Acquisitions". Intangible Assets During the year ended December 31, 2021, the Company recorded $40.2 million of intangible assets which related to trademarks and trade names, customer relationships, developed technology and patents as a result of the acquisitions completed during the year. See Note 12, "Acquisitions". The following table summarizes the components of intangible assets (in thousands, except estimated useful life): December 31, 2021 December 31, 2020 Estimated Useful Life (in Years) Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Trademarks and trade names 10 $ 11,484 $ 496 $ 10,988 $ — $ — $ — Customer relationships 5 - 16 8,197 267 7,930 — — — Developed technology 12 19,962 200 19,762 — — — Patents 17 600 15 585 — — — $ 40,243 $ 978 $ 39,265 $ — $ — $ — Amortization expense for intangible assets was approximately $1.0 million and $0 for the years ended December 31, 2021 and 2020 and is included in general and administrative expenses. Total future amortization estimated as of December 31, 2021 is as follows (in thousands): 2022 $ 2,291 2023 3,559 2024 4,602 2025 4,804 2026 4,670 Thereafter 19,339 Total future amortization $ 39,265 Leases Operating Leases The Company had $32.4 million and $10.1 million of right-of-use assets as of December 31, 2021 and 2020, respectively. Operating lease liabilities were $27.5 million and $15.0 million as of December 31, 2021 and 2020, respectively. For the years ended December 31, 2021, 2020 and 2019, the Company recorded $8.1 million, $7.7 million and $12.6 million, respectively of expense in connection with operating leases, of which $1.1 million, $1.2 million, and $7.0 million, respectively, were recorded to cost of products sold. In October 2021, the Company entered into a 10-year manufacturing partnership agreement with Renfield Manufacturing, LLC (the “Renfield Manufacturing Agreement “) to provide manufacturing services and third-party logistics (“3PL”) processes, including inventory management, warehousing, and fulfillment for certain of the Company’s consumer product lines. Under the agreement, the Company will pay Renfield a series of fixed payments totaling $37.4 million over the 10-year period and variable payments for products manufactured and/or fulfilled by Renfield on a cost plus a markup basis. The Company also provided a $0.5 million letter of credit and guarantee to the lessor of the Renfield manufacturing facility, which extends through August 2032. If Renfield fails to perform under the facility lease, the Company can terminate the manufacturing agreement. The Company evaluated the key terms and provisions of the Renfield Manufacturing Agreement and concluded the fixed payments represented an embedded operating lease under ASC 842. As a result, the Company recorded a $20.1 million right of use asset that will be expensed to cost of goods sold over the 10-year manufacturing agreement, and a corresponding $12.0 million lease liability which represents the present value of the fixed payments made or to be made under the Renfield Manufacturing agreement. Information related to the Company's right-of-use assets and related lease liabilities were as follows: 2021 2020 Cash paid for amounts included in the measurements of operating lease liabilities $7,791 $7,717 Right-of-use assets obtained in exchange for new operating lease obligations $17,184 $— Weighted-average remaining lease term in years 7.7 2.5 Weighted-average discount rate 19.3% 18.0% Financing Leases The Company has entered into financing leases primarily for laboratory and computer equipment. Assets purchased under financing leases are included in "Right-of-use assets under financing leases, net" on the consolidated balance sheets. For financing leases, the associated assets are depreciated or amortized over the shorter of the relevant useful life of each asset or the lease term. Accumulated amortization of assets under financing leases totaled $6.8 million and $4.6 million as of December 31, 2021 and 2020, respectively. Maturities of Financing and Operating Leases Maturities of lease liabilities as of December 31, 2021 were as follows: Years Ending December 31, Financing Leases Operating Leases Total Lease Obligations 2022 $ 150 $ 12,309 $ 12,459 2023 21 7,641 7,662 2024 21 4,287 4,308 2025 21 4,181 4,202 2026 17 4,191 4,208 Thereafter — 20,020 20,020 Total future minimum payments 230 52,629 52,859 Less: amount representing interest (29) (25,111) (25,140) Present value of minimum lease payments 201 27,518 27,719 Less: current portion (140) (7,689) (7,829) Long-term portion $ 61 $ 19,829 $ 19,890 Other assets December 31, 2021 2020 Equity-method investments in affiliates $ 9,443 $ 2,380 Deposits 129 128 Other 994 1,196 Total other assets $ 10,566 $ 3,704 In December 2021, the Company entered into two joint venture agreements with ImmunityBio and Minerva, which initially increased the Equity method investment in affiliates by $14.0 million. See Note 7, “Consolidated Variable-interest Entities and Unconsolidated Investments”. Accrued and other current liabilities December 31, 2021 2020 Beauty Labs deferred consideration payable (1) $ 30,000 $ — Accrued interest 9,572 9,327 Payroll and related expenses 9,151 8,230 Liability in connection with acquisition of equity-method investment 8,735 — Asset retirement obligation (2) 3,336 3,041 Professional services 2,447 994 Contract termination fees 1,345 5,344 License fee payable 1,050 — Tax-related liabilities 988 656 Ginkgo partnership payments obligation — 878 Other 4,833 2,237 Total accrued and other current liabilities $ 71,457 $ 30,707 ______________ (1) The Beauty Labs deferred consideration will be settled with Amyris common stock in February 2022. See Note 12, "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. In October 2019, the Company agreed to purchase the ownership interest previously held by Cosan in Novvi LLC, a joint venture among the Company, Cosan and certain other members, for $10.8 million. The Company is obligated to make payment in full by October 31, 2022. The Company measured and recorded the fair value of the investment based on the present value of the unsecured $10.8 million payment obligation, which was deemed to be more readily determinable than the fair value of the Novvi partnership interest. The Company measured the fair value of this three-year unsecured financial liability using the Company’s weighted average cost of capital of 29% which resulted in a present value of $5.0 million. The Company recorded the $5.0 million fair value of the investment and present value of financial obligation in other assets and other noncurrent liabilities and will accrete the $5.8 million difference between the $5.0 million present value of the liability and the $10.8 million payment obligation to interest expense under the effective interest method over the three-year payment term. For additional information regarding the Company's accounting this equity-method investment and the related asset value, see Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" and Note 7, “Consolidated Variable-interest Entities and Unconsolidated Investments”. Other noncurrent liabilities December 31, 2021 2020 Liability for unrecognized tax benefit $ 4,296 $ 7,496 Contract liabilities, net of current portion 111 111 Ginkgo partnership payments, net of current portion — 7,277 Liability in connection with acquisition of equity-method investment — 6,771 Other 103 1,099 Total other noncurrent liabilities $ 4,510 $ 22,754 In November 2021, the Company paid $10.6 million to settle the remaining Ginkgo Partnership payments and recorded a $1.7 million loss upon extinguishment of debt related to the unaccreted imputed interest discount. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Liabilities Measured and Recorded at Fair Value on a Recurring Basis As of December 31, 2021 and 2020, the Company’s financial liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows: December 31, 2021 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Foris Convertible Note (LSA Amendment) $ — $ — $ 107,427 $ 107,427 $ — $ — $ 123,164 $ 123,164 Senior Convertible Notes — — — — — — 53,387 53,387 Freestanding derivative instruments issued in connection with debt and equity instruments — — 7,062 7,062 — — 8,451 8,451 Embedded derivatives bifurcated from debt instruments — — — — — — 247 247 Total liabilities measured and recorded at fair value $ — $ — $ 114,489 $ 114,489 $ — $ — $ 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 December 31, 2021 and 2020. Also, there were no transfers between the levels during 2021 or 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 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 instruments that are accounted for at fair value are presented as gains or losses in the consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of debt". Fair Value of Debt — Foris Convertible Note (LSA Amendment) On June 1, 2020, the Company and Foris Ventures, LLC (Foris), an entity affiliated with director John Doerr and which beneficially owns greater than 5% of the Company’s outstanding common stock, entered into an Amendment No. 1 to the Amended and Restated Foris LSA (LSA Amendment), pursuant to which, among other provisions, Foris has the option, in its sole discretion, to convert all or a portion of the secured indebtedness under the LSA Amendment, including accrued interest, into shares of Common Stock at a $3.00 conversion price (Conversion Option), which Conversion Option was approved by the Company’s stockholders on August, 14, 2020. See Note 4, “Debt” for further information regarding the LSA Amendment and related extinguishment accounting treatment. The Company elected to account for the new debt issuance under the fair value option and recorded a $22.0 million loss upon extinguishment of the Foris LSA, representing the difference between the carrying value of the Foris LSA prior to the modification and the $72.1 million reacquisition price of the Foris LSA (which is the fair value of the LSA Amendment with the conversion option). The LSA Amendment also contains certain change in control embedded derivatives and a contingent beneficial conversion feature and management believes the fair value option best reflects the underlying economics of new convertible note. Under the fair value election, changes in fair value will be reported in the consolidated statements of operations as "Gain (loss) from change in fair value of debt" in each reporting period subsequent to the issuance of the Foris Convertible Note (LSA Amendment). At December 31, 2021, the contractual outstanding principal of the Foris Convertible Note was $50.0 million and fair value was $107.4 million. The Company measured the fair value of the Foris Convertible Note using a binomial lattice model (which is discussed in further detail below) using the following inputs: (i) $5.41 stock price, (ii) 14% secured discount yield, (iii) 0.19% 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 years ended December 31, 2021 and 2020, the Company recorded a gain of $15.7 million and a loss of $51.1 million, respectively, related to change in fair value of the Foris Convertible Note. Fair Value of Debt — Senior Convertible Notes During 2021, the Company repaid the Senior Convertible Notes in full through a combination of cash payments and conversion into common stock. For historical information about the Senior Convertible Notes, see the Company's Annual Report on Form 10-K for the Year Ended December 31, 2020, Part II, Item 8, Note 4, "Debt". For the years ended December 31, 2021, 2020 and 2019, the Company recorded a $54.4 million loss, a $38.7 million loss and a $3.8 million gain 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 November 14, 2019 $ 54,425 Less: gain from change in fair value (3,801) Equals: fair value at December 31, 2019 50,624 Less: principal repaid in cash (17,950) Less: principal converted into common stock (18,030) Add: loss from change in fair value 38,743 Fair value at December 31, 2020 53,387 Add: 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 December 31, 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 and Equity Instruments The following table provides a reconciliation of the beginning and ending balances for the Company's derivative liabilities recognized in connection with the issuance of debt 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 (1,452) Derecognition on settlement or extinguishment (184) Balance at December 31, 2021 $ 7,062 Freestanding Derivative Instruments During 2020, the Company entered into forbearance agreements with certain affiliates of the Schottenfeld Group LLC (Schottenfeld) related to certain defaults under the Schottenfeld Notes. In connection with entering into the forbearance agreements, the Company committed to issuing new warrants (the New Warrants) to the Lenders under certain contingent events for 1.9 million shares of common stock at a $2.87 purchase price and a two-year term. The contingent obligation to issue the New Warrants did not meet the derivative scope exception or equity classification criteria and was accounted for as a derivative liability. At December 31, 2021, the fair value of the contingently issuable New Warrants derivative liability was $7.1 million, and for the year ended December 31, 2021, the Company recorded a $1.4 million gain on change in fair value of derivative instruments in connection with the New Warrants. Bifurcated Embedded Features in Debt Instruments During 2019, the Company issued four debt instruments with embedded mandatory redemption features which were bifurcated from the debt host instruments and recorded at fair value as a derivative liability and debt discount. In 2020, the Company modified certain key terms in three of the four underlying debt instruments, resulting in a debt extinguishment of the three modified debt instruments and the recording of a new derivative liability at the modification date. During the year ended December 31, 2021, the four debt instruments were extinguished through payment in cash and conversion into common stock, which resulted in extinguishment of the derivative liability. For the year ended December 31, 2021, the Company recorded a $0.1 million gain on change in fair value derivative instruments and extinguished the remaining $0.2 million derivative liability when the associated debt instruments were extinguished. Valuation Methodology and Approach to Measuring the Derivative Liabilities The liabilities associated with the Company’s freestanding and embedded derivatives outstanding at December 31, 2021 and 2020 represent the fair value of freestanding equity instruments and mandatory redemption features embedded in certain debt instruments. See Note 4, "Debt", and Note 6, "Stockholders' Equity (Deficit)" for further information regarding these host instruments. There is no current observable market for these types of derivatives and, as such, the Company determined the fair value of the freestanding instrument or embedded derivatives using the Black-Scholes-Merton option pricing model, or a probability-weighted discounted cash flow analysis, measuring the fair value of the debt instrument both with and without the embedded feature, both of which are discussed in more detail below. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of its liability classified warrants as of December 31, 2021 and 2020. Input assumptions for these freestanding instruments measured during the 12 months ended December 31, 2021 and 2020 were as follows: Year ended December 31, 2021 2020 Fair value of common stock on valuation date $5.41 – $19.10 $2.56 – $6.18 Exercise price of warrants $2.87 – $2.87 $2.87 – $3.25 Expected volatility 107% – 114% 94% – 117% Risk-free interest rate 0.16% – 0.73% 0.13% – 1.58% Expected term in years 2.00 – 2.00 1.00 – 2.00 Dividend yield 0% 0% The Company uses a probability weighted discounted cash flow model to measure the fair value of the mandatory redemption features embedded in the four debt instruments issued in the second half of 2019. The model is designed to measure and determine if the debt instruments would be called or held at each decision point. Within the model, the following assumption is made: the underlying debt instrument will be called early if the change in control redemption value is greater than the holding value. If the underlying debt instrument is called, the holder will maximize their value by finding the optimal decision between (i) redeeming at the redemption price and (ii) holding the instrument until maturity. Using this assumption, the Company valued the embedded derivatives on a "with-and-without method", where the fair value of each underlying debt instrument including the embedded derivative is defined as the "with", and the fair value of each underlying debt instrument excluding the embedded derivatives is defined as the "without". This method estimates the fair value of the embedded derivatives by comparing the fair value differential between the with and without mandatory redemption feature. The model incorporates the mandatory redemption price, time to maturity, risk-free interest rate, estimated credit spread and estimated probability of a change in control default event. The market-based assumptions and estimates used in valuing the embedded derivative liabilities during the applicable year include values in the following ranges/amounts (note that there were no embedded derivative liabilities at December 31, 2021): Year ended December 31, 2021 2020 Risk-free interest rate None 0.1% - 1.6% Risk-adjusted discount yield None 18.0% - 27.0% Stock price volatility None 96% Probability of change in control 5.0% Stock price None $2.56 - $6.18 Credit spread None 17.9% - 36.8% Estimated conversion dates None 2022 - 2023 Changes in valuation assumptions can have a significant impact on the valuation of the embedded and freestanding derivative liabilities and debt that the Company elects to account for at fair value. For example, all other things being held constant, generally an increase in the Company’s stock price, change of control probability, risk-adjusted yield 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) Beginning balance January 1, 2021 $ — Costa Brazil 8,100 MG Empower 4,071 Olika 13,463 Beauty Labs 39,128 Change in fair value of contingent consideration — Ending balance December 31, 2021 $ 64,762 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 12, “Acquisitions”). Assets and Liabilities Recorded at Carrying Value The carrying amounts of certain financial instruments, such as cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities and low market interest rates, if applicable. Loans payable and credit facilities are recorded at carrying value, which is representative of fair value at the date of acquisition. The Company estimates the fair value of these instruments using observable market-based inputs (Level 2). The carrying amount of the Company's debt (the total amount presented on the balance sheet) at December 31, 2021 and at December 31, 2020, excluding the debt instruments recorded at fair value, was |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2021 2020 (In thousands) Principal Unaccreted Debt (Discount) Premium Fair Value Adjustment Net Principal Unaccreted Debt (Discount) Premium Fair Value Adjustment Net Convertible notes payable 2026 convertible senior notes $ 690,000 $ (380,939) $ — $ 309,061 $ — $ — $ — $ — Senior convertible notes — — — — 30,020 — 23,367 53,387 690,000 (380,939) — 309,061 30,020 — 23,367 53,387 Related party convertible notes payable Foris convertible note 50,041 — 57,386 107,427 50,041 — 73,123 123,164 Loans payable and credit facilities Schottenfeld notes — — — — 12,500 (240) — 12,260 Ginkgo note — — — — 12,000 — — 12,000 Nikko notes — — — — 2,802 (759) — 2,043 Other loans payable 896 — — 896 1,227 — — 1,227 896 — — 896 28,529 (999) — 27,530 Related party loans payable DSM notes — — — — 33,000 (2,443) — 30,557 Naxyris note — — — — 23,914 (493) — 23,421 Foris $5M note — — — — 5,000 — — 5,000 — — — — 61,914 (2,936) — 58,978 Total debt $ 740,937 $ (380,939) $ 57,386 417,384 $ 170,504 $ (3,935) $ 96,490 263,059 Less: current portion (108,323) (77,437) Long-term debt, net of current portion $ 309,061 $ 185,622 Future minimum payments under the debt agreements as of December 31, 2021 are as follows: Years ending December 31 Convertible Notes Loans Payable and Credit Facilities Related Party Convertible Notes Total 2022 $ 10,321 $ 1,104 $ 59,578 $ 71,003 2023 10,350 — — 10,350 2024 10,350 — — 10,350 2025 10,350 — — 10,350 2026 700,379 — — 700,379 Thereafter — — — — Total future minimum payments 741,750 1,104 59,578 802,432 Less: amount representing interest (1) (51,750) (208) (9,537) (61,495) Less: future conversion of accrued interest to principal — — — — Present value of minimum debt payments 690,000 896 50,041 740,937 Less: current portion of debt principal — (896) (50,041) (50,937) Noncurrent portion of debt principal $ 690,000 $ — $ — $ 690,000 ______________ (1) Excluding debt discount of $380.9 million that will be accreted to interest expense over the term of the debt. Debt Instruments Extinguished During the Year Ended December 31, 2021: During the year ended December 31, 2021, the Company extinguished the following debt instruments and the Ginkgo partnership liability: Debt Instrument How Extinguished Principal Extinguished Gain (Loss) Upon Extinguishment Convertible notes payable Senior convertible notes Conversion into common stock $ 30,020 $ 2,619 Loans payable and credit facilities Schottenfeld notes Conversion into common stock 12,500 (28,885) Ginkgo note Paid in cash 12,000 (9) Nikko notes Paid in cash 2,803 (680) Other loans payable Paid in cash 262 — Related party loans payable DSM notes Paid in cash 33,000 (2,110) Naxyris note Paid in cash 23,914 (1,715) Foris $5M note Paid in cash 5,000 (5) Debt subtotal 119,499 (30,785) Ginkgo partnership liability Paid in cash 10,627 (1,679) Grand total $ 130,126 $ (32,464) 2026 Convertible Senior Notes On November 15, 2021, the Company issued $690 million principal of convertible senior notes (2026 Convertible Senior Notes) under an indenture agreement (the “Indenture”), between the Company and U.S. Bank National Association. The 2026 Convertible Senior Notes are senior, unsecured obligations of the Company. The notes bear interest at a rate of 1.50% per year, payable in cash semiannually in arrears on November 15 and May 15 of each year, beginning on May 15, 2022. The notes mature on November 15, 2026 unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. The Indenture includes customary terms and covenants including certain events of default after which the notes may be due and payable immediately. The Company may not redeem the notes prior to November 20, 2024; however, on or after November 20, 2024, the Company may redeem for cash all or part of the notes, at its option, if certain conditions are met. The notes are convertible into cash, shares of common stock, or a combination thereof, at the Company’s election, at an initial conversion rate of 93.0579 shares of common stock per $1,000 principal amount of the notes, which is equivalent to an initial conversion price of approximately $10.75 per share of common stock, with a maximum conversion rate of 125.6281. The initial conversion rate and maximum conversion rate are subject to adjustment in accordance with the Indenture. Such conversion are subject to the satisfaction of certain conditions set forth below. Holders of the notes who convert their notes in connection with a make-whole fundamental change (as defined in the Indenture) or in connection with any optional redemption are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a fundamental change (as defined in the Indenture), holders of the notes may require the Company to repurchase all or a portion of their notes at a price equal to 100% of the principal amount of notes, plus accrued and unpaid interest. Holders of the notes may convert all or a portion of their notes at their option prior to June 15, 2026, in multiples of $1,000 principal amount, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the last reported sale price of common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the notes on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the notes for each day of that five day consecutive trading day period was less than 98% of the product of the last reported sale price of common stock and the conversion rate of the notes on such trading day; • if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to notes called (or deemed called, pursuant to the Indenture) for redemption; or • upon the occurrence of specified corporate events. On or after June 15, 2026, a holder of the notes may convert all or any portion of its notes at any time prior to the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Net proceeds from the offering of the notes were $670.5 million after deducting the initial purchasers’ discount and estimated offering expenses payable by the Company. The Company used approximately (i) $81.1 million of the net proceeds to pay the cost of a call option for the Company’s common stock described in Note 6, "Stockholders' Equity (Deficit)", and (ii) $64.6 million of the net proceeds to repay certain of its existing senior debt instruments, including principal and accrued interest. The Company intends to use the remaining net proceeds for general corporate purposes, which may include, among other things, repaying indebtedness and expanding its current business through acquisitions of, or investments in, other businesses, products or technologies. To account for the 2026 Convertible Senior Notes, the Company separated the 2026 Convertible Senior Notes into liability and equity components. The issuance-date fair value of the liability component was measured as the discounted present value of principal and interest payments, using the Company's current estimated borrowing interest rate for unsecured non-convertible debt. The fair value of the equity component, which represents the conversion option, was measured by deducting the fair value of the liability component from the $690 million gross proceeds. The difference between the gross proceeds and the fair value of the conversion option was recorded as a debt discount, which is accreted to interest expense using the effective interest method over the term of the notes. Since the 2026 Convertible Senior Notes were not convertible as of December 31, 2021, the net carrying amount of the 2026 Convertible Senior Notes was classified as a long-term liability and the equity component was included in additional paid-in capital in the consolidated balance sheet as of December 31, 2021. The following table sets forth the components of the 2026 Convertible Senior Notes as of December 31, 2021: (in thousands) Liability component: Principal $ 690,000 Less: value of cash conversion feature, net of accretion (361,981) Less: debt issuance costs, net of accretion (18,958) Net carrying amount $ 309,061 Equity component recorded at issuance: Value of cash conversion feature $ 367,974 The following table sets forth interest expense recognized related to the 2026 Convertible Senior Notes for the year ended December 31, 2021: (in thousands) Accretion of debt discount $ 6,306 Interest expense accrued 1,293 Total interest expense recognized $ 7,599 Effective interest rate of the liability component 16.6 % Senior Convertible Notes Exchange of Senior Convertible Notes On January 14, 2020, the Company completed the exchange of the Company’s $66 million Senior Convertible Notes (or the Prior Notes), pursuant to separate exchange agreements (the Exchange Agreements) with certain private investors (the Holders), for (i) new senior convertible notes in an aggregate principal amount of $51 million (the New Notes or Senior Convertible Notes), (ii) an aggregate of 2,742,160 shares of common stock (the Exchange Shares), (iii) rights (the Rights) to acquire up to an aggregate of 2,484,321 shares of common stock (the Rights Shares), (iv) warrants (the Warrants) to purchase up to an aggregate of 3,000,000 shares of common stock (the Warrant Shares) at an exercise price of $3.25 per share, with an exercise term of two years from issuance, (v) accrued and unpaid interest on the Senior Convertible Notes (payable on or prior to January 31, 2020) and (vi) cash fees in an aggregate amount of $1.0 million (payable on or prior to January 31, 2020). The Company elected to account for the New Notes at fair value, as of the January 14, 2020 issuance date. Management believes that the fair value option better reflects the underlying economics of the Senior Convertible Notes, which contain multiple embedded derivatives. Under the fair value election, changes in fair value will be reported in the consolidated statements of operations as "Gain (loss) from change in fair value of debt" in each reporting period subsequent to the issuance of the New Notes. Amendment to Senior Convertible Notes On May 1, 2020, the Company and the holders of the Senior Convertible Notes entered into separate amendments to the New Notes (Note Amendment), pursuant to which the Company and the Holders agreed: (i) that interest payments would be due quarterly (as opposed to monthly), starting on August 1, 2020; (ii) to reduce the conversion price of the New Notes from $5.00 to $3.50; (iii) to reduce the redemption price with respect to optional redemptions by the Company prior to October 1, 2020 to 100%, prior to December 31, 2020 to 105% and to 110% thereafter (as opposed to 115%), of the amount being redeemed; and (iv) that an aggregate of 2,836,364 shares of Common Stock held by the Holders would not be considered as Pre-Delivery Shares (issued in connection with the November 15, 2019 Senior Convertible Notes Due 2022 and as defined in the New Notes), and that an aggregate of 1,363,636 Pre-Delivery Shares held by certain Holders would be promptly returned to the Company. Further, in connection with the Note Amendment, the Company and the Holders entered into certain warrant amendment agreements pursuant to which (i) the exercise price of the warrants issued on January 14, 2020 in connection with the Exchange of the Senior Convertible Notes was reduced to $2.87 per share, from $3.25, with respect to an aggregate of 2,000,000 warrant shares; (ii) the exercise price of a warrant to purchase 960,225 shares of the Company’s Common Stock issued to one of the Holders on May 10, 2019 was reduced to $2.87 per share, from $5.02, and the exercise term of such warrant was extended to January 31, 2022, from May 10, 2021; and (iii) the exercise term of a right to purchase 431,378 shares of the Company’s Common Stock issued to one of the Holders on January 31, 2020 was extended to January 31, 2022, from January 31, 2021. See Note 6, “Stockholders’ Equity (Deficit)” for more information regarding the accounting treatment of these warrant modifications. The Company elected to account for the amended Senior Convertible Notes at fair value, as of the amendment date. Management believes that the fair value option better reflects the underlying economics of the Senior Convertible Notes, which contain multiple embedded derivatives. Under the fair value election, changes in fair value will be reported in the consolidated statements of operations as "Gain (loss) from change in fair value of debt" in each reporting period subsequent to the issuance of the Senior Convertible Notes. For the year ended December 31, 2020, the Company recorded a loss of $38.7 million, which is shown as Fair Value Adjustment in the table at the beginning of this Note 4. See Note 3, "Fair Value Measurement" for information about the assumptions that the Company used to measure the fair value of the Senior Convertible Notes. On February 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 $1.7 million gain upon extinguishment of debt related to accrued interest that was no longer due upon conversion. On May 18 and May 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. Foris Notes Amendment No. 1 to Foris LSA (Foris Convertible Note) — Related Party The Company has a convertible note payable to Foris Ventures, LLC (Foris) with a principal balance of $50.0 million at December 31, 2021. Foris is an entity affiliated with director John Doerr of Kleiner Perkins, a current stockholder, and an owner of greater than five percent of the Company’s outstanding common stock. On June 1, 2020, the Company and Foris entered into Amendment No. 1 to the Foris LSA (LSA Amendment), pursuant to which: (i) the interest rate applicable to the then outstanding secured indebtedness (Secured Indebtedness) was amended from and after June 1, 2020 to a per annum rate of interest equal to 6.00% (previously 12.5%), (ii) the Company shall not be required to make any interest payments outstanding as of May 31, 2020 or accruing thereafter prior to July 1, 2022 (previously due monthly), (iii) the quarterly principal amortization payments were eliminated and all outstanding principal under the LSA Amendment became due on July 1, 2022, and (iv) Foris shall have the option, in its sole discretion, to convert all or portion of the Secured Indebtedness, including accrued interest, into shares of common stock at a $3.00 conversion price (Conversion Option). The Company analyzed the before and after cash flows resulting from the LSA Amendment to determine whether these changes result in a modification or extinguishment of the Foris LSA. Based on the before and after cash flows, the change was significant. Consequently, the LSA Amendment was accounted for as a debt extinguishment and a new debt issuance. The Company elected to account for the new debt issuance under the fair value option and recorded a $22.0 million loss upon extinguishment of the Foris LSA, representing the difference between the carrying value of the Foris LSA prior to the modification and the $72.1 million reacquisition price of the Foris LSA (which is the fair value of the LSA Amendment with the conversion option). Management believes the fair value option best reflects the underlying economics of the LSA Amendment, which contains embedded derivatives, a conversion option requiring bifurcation and a beneficial conversion feature. Under the fair value election, changes in fair value will be reported in the consolidated statements of operations as "Gain (loss) from change in fair value of debt" in each reporting period subsequent to the issuance of the LSA Amendment (Foris Convertible Note). Foris $5 Million Note – Related Party On April 29, 2020, the Company borrowed $5.0 million from Foris, an entity affiliated with director John Doerr and which beneficially owns greater than 5% of the Company’s outstanding common stock. The note is unsecured and accrues interest at 12% per annum. In November 2021, the Company repaid the note and associated accrued interest in full. Naxyris LSA, as Amended – Related Party On August 14, 2019, the Company, the Subsidiary Guarantors and Naxyris entered into a Loan and Security Agreement (the Naxyris Loan Agreement) to borrow $10.4 million and on October 28, 2019, amended and restated the Naxyris Loan Agreement (the A&R Naxyris LSA), pursuant to which the maximum loan commitment of Naxyris under the Naxyris Loan Agreement was increased by $10.4 million. On October 29, 2019, the Company borrowed an additional $10.4 million (the October 2019 Naxyris Loan) from Naxyris under the A&R Naxyris LSA, which is subject to the terms and provisions of the A&R Naxyris LSA, including the lien on substantially all of the assets of the Company and the Subsidiary Guarantors. Also, under the terms of A&R Naxyris LSA, the Company owes a 5% end of term fee on the October 2019 Naxyris Loan amount and a $2.0 million term loan fee, both of which are due at July 1, 2022 maturity or upon full repayment of the amounts borrowed under the A&R Naxyris LSA. After giving effect to the October 2019 Naxyris Loan amount, there is $24.4 million aggregate principal amount of loans outstanding under the A&R Naxyris LSA. In November 2021, the Company repaid the August 2019 and October 2019 Naxyris Loans in full and recognized a $1.7 million loss upon extinguishment of debt, primarily comprised of a prepayment penalty. DSM Credit Agreements—Related Party DSM $25 Million Note In December 2017, the Company and 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, representing the entire amount available thereunder, and issued a promissory note to DSM in an equal principal amount (the DSM Note). The Company used the proceeds of the amounts borrowed under the DSM Credit Agreement to repay all outstanding principal under a promissory note in the principal amount of $25.0 million issued to Guanfu Holding Co., Ltd. in December 2016. Given multiple elements in the arrangements with DSM, the Company fair valued the DSM Note to determine the arrangement consideration that should be allocated to the DSM Note. The fair value of the DSM Note was discounted using a Company specific weighted average cost of capital rate that resulted in a debt discount of $8.0 million. The debt discount is being amortized over the loan term using the effective interest method. The DSM Note (i) is an unsecured obligation of the Company, (ii) matures on December 31, 2021 and (iii) accrues interest from and including December 28, 2017 at 10% per annum, payable quarterly. The DSM Note may be prepaid in full or in part at any time without penalty or premium. The DSM Credit Agreement and the DSM Note contain customary terms, covenants and restrictions, including certain events of default after which the DSM Note may become due and payable immediately. In March 2021, the Company entered into amendments (the March 2021 Amendments) to the $25 million Note and the $8 million Note (discussed below) 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. In November 2021, the Company repaid the remaining $10 million principal balance under the $25 million Note and recognized a $2.0 million loss upon extinguishment of debt, primarily comprised of unacccreted debt discount. DSM $8 Million Note 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, to be issued in separate installments of $3.0 million, $3.0 million and $2.0 million, respectively, with each installment being subject to certain closing conditions, including the payment of certain existing obligations of the Company to DSM. 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 from and including the applicable date of issuance, which interest is payable quarterly in arrears on each January 1, April 1, July 1 and October 1, beginning January 1, 2020, and (iii) are secured by a first-priority lien on certain Company intellectual property licensed to DSM. The Company may at its option repay the amounts outstanding under the 2019 DSM Credit Agreement before the maturity date, in whole or in part, at a price equal to 100% of the amount being repaid plus accrued and unpaid interest on such amount to the date of repayment. In connection with issuance of the 2019 DSM Credit Agreement, the Company incurred $0.3 million of legal fees which were recorded as a debt discount to be amortized as interest expense under the effective interest method over the term of the 2019 DSM Credit Agreement. In March 2021, the Company repaid the DSM $8 million note, as described above in "DSM $25 Million Note". Schottenfeld Notes The Company, Schottenfeld Group LLC (Schottenfeld) and certain of its affiliates (collectively, the Lenders) are parties (i) to certain Credit Agreements, each dated September 10, 2019 (collectively, the September Credit Agreements) and (ii) to a Credit and Security Agreement, dated November 14, 2019 (the CSA, and collectively with the September Credit Agreements, the Credit Agreements), pursuant to which the Company issued to the Lenders certain notes (the September Notes and the November Notes, respectively, and collectively, the Schottenfeld Notes) and warrants (the September Warrants and the November Warrants, respectively, and collectively, the Schottenfeld Warrants) to purchase shares (the Warrant Shares) of the Company’s common stock. See Note 6, “Stockholders’ Equity (Deficit)” for further information. Indebtedness under the September Notes totaled $12.5 million, accrued interest at 12% per annum and matures on January 1, 2023. Indebtedness under the November Notes totaled $7.9 million, accrued interest at 12% per annum and originally matured on January 15, 2020. On June 5, 2020, the Company repaid the past due November 2019 Notes totaling $7.9 million. In connection with the delayed payment of the November Notes, the Company entered into a forbearance agreement with the Lenders (Forbearance Agreement). Under the Forbearance Agreement, the Company agreed, among other things, to (i) issue new warrants upon the occurrence of certain contingent events and (ii) amend the Schottenfeld Warrants to (A) reduce the exercise price of each Schottenfeld Warrant to $2.87 per share, and (B) with respect to the November Warrants, extend the deadline to register the Warrant Shares for resale by the Holders. On March 1, 2021, the Company entered into an exchange and settlement agreement (Exchange Agreement) with Schottenfeld and certain other holders of the 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. Ginkgo Note, Partnership Agreement and Note Amendment In November 2017, the Company and Ginkgo Bioworks, Inc. (Ginkgo) entered into a partnership agreement (Ginkgo Partnership Agreement) to replace and supersede the 2016 Ginkgo Collaboration Agreement. Under the Ginkgo Partnership Agreement, the Company and Ginkgo agreed: • to issue the $12 million November 2017 Ginkgo Note (as defined below), which effectively guarantees Ginkgo $12 million minimum future royalties under the profit margin sharing provisions noted below; • to pay Ginkgo quarterly fees of $0.8 million (Partnership Payments) for a total of $12.7 million, beginning on December 31, 2018 and ending on September 30, 2022; and • to share profit margins from sales of a certain product to be developed under the Ginkgo Partnership Agreement on a 50/50 basis, subject to certain conditions, provided that net profits will be payable to Ginkgo for any quarterly period to the extent that such net profits exceed the sum of (a) quarterly interest payments due under the November 2017 Ginkgo Note and (b) Partnership Payments due in such quarter. The Company recorded the $6.1 million present value of the $12.7 million partnership payments in other liabilities (see Note 2, "Balance Sheet Details"), with the remaining $6.6 million recorded as a debt discount to be recognized as interest expense under the effective interest method over the five-year payment term. In November 2017, the Company issued an unsecured promissory note in the principal amount of $12.0 million to Ginkgo (the November 2017 Ginkgo Note) in connection with the termination of the 2016 Ginkgo Collaboration Agreement and the execution of the new Ginkgo Partnership Agreement. The November 2017 Ginkgo Note, as amended, accrued interest at 12.0% per annum (originally 10.5% prior to amendment), payable monthly, and had a maturity date of October 19, 2022. The Company recorded the $7.0 million present value of the November 2017 Ginkgo Note as a note payable liability, and the remaining $5.0 million was recorded as a debt discount which is being accreted to interest expense over the loan term using the effective interest method. On August 10, 2020, the Company and Ginkgo entered into a Second Amendment to Promissory Note and Partnership Agreement (Second Amendment) to, among other things, (i) with respect to the Promissory Note, amend the interest payment frequency from monthly to quarterly beginning September 30, 2020 and reduce the interest rate from 12% to 9% beginning January 1, 2021, conditioned to the timely payment of interest on September 30, 2020 and December 31, 2020; and (ii) with respect to the Partnership Agreement, reduce the partnership payments frequency from monthly to quarterly, in an aggregate amount of $2.1 million, and to defer an aggregate of $9.8 million in partnership payments to the end of the agreement in October 2022 (the End of Term Payment). In November 2021, the Company repaid in full both the $12.0 million Ginkgo Promissory Note and the $10.6 million of remaining Ginkgo Partnership payments. Extinguishment of the Ginkgo Partnership liability resulted in a $1.7 million loss upon extinguishment of debt, primarily comprised of a unaccreted imputed interest. Nikko Notes Nikko Facility Note In December 2016, in connection with the Company's formation of its cosmetics joint venture (the Aprinnova JV) with Nikko Chemicals Co., Ltd. (Nikko), Nikko made a loan to the Company in the principal amount of $3.9 million and the Company issued a promissory note (the Nikko Note) to Nikko in an equal principal amount. The proceeds of the Nikko Note were used to satisfy the Company's remaining liabilities related to the Company's purchase of a manufacturing facility in Leland, North Carolina and related assets in December 2016, including liabilities under a promissory note in the principal amount of $3.5 million issued in connection therewith. The Nikko Note (i) accrues interest at 5% per year, (ii) has a term of 13 years, (iii) is payable in equal monthly installments of principal and interest beginning on January 1, 2017 and (iv) is secured by a first-priority lien on 10% of the Aprinnova JV interests owned by the Company. In addition, the Company is required to repay the Nikko Note with any profits distributed to the Company by the Aprinnova JV, beginning with the distributions for the year ended December 31, 2020, until the Nikko Note is fully repaid. In July 2021, the Company repaid the remaining $2.5 million principal due under the Nikko Facility Note. At the repayment date, there was $0.7 million of unaccreted debt discount on the note, which resulted in a $0.7 million loss on extinguishment of debt for the year ended December 31, 2021. Aprinnova JV CapEx Note On February 1, 2019, the Aprinnova JV and Nikko agreed to fund Nikko’s $0.2 million share of the joint venture’s 2018 capital expenditures through an unsecured seven-year promissory note (the Nikko CapEx Note). The 2018 CapEx note (i) requires quarterly principal payments of $7,200 beginning April 1, 2019, (ii) accrues 5% simple interest per annum, and (iii) matures on January 1, 2026. In November 2021, the Company repaid the Nikko Capex Note in full. Letters of Credit In October and December 2021, the Company entered into letter of credit agreements totaling $3.4 million under which it provided letters of credit to landlords as security deposits under commercial leases for offices in London, England and New York City and a third party warehouse facility in Reno, Nevada. The letters of credit are cash collateralized by certificates of deposit. At December 31, 2021, the Company had $3.7 million of restricted cash, noncurrent in connection with these arrangements. In June 2012, the Company entered into a letter of credit agreement for $1.0 million under which it provided a letter of credit to the landlord for its headquarters in Emeryville, California in order to cover the security deposit on the lease. This letter of credit is cash collateralized by a certificate of deposit. At December 31, 2021 and 2020, the Company had $1.0 million of restricted cash, noncurrent in connection with this arrangement. |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity Gates Foundation Mezzanine equity at December 31, 2021 and 2020 is comprised of proceeds from common shares sold on May 10, 2016 to the Bill & Melinda Gates Foundation (the Gates Foundation). On April 8, 2016, the Company entered into a Securities Purchase Agreement (SPA) with the Gates Foundation, pursuant to which the Company agreed to sell and issue 292,398 shares of its common stock to the Gates Foundation in a private placement at a purchase price per share of $17.10, the average of the daily closing price per share of the Company’s common stock on the Nasdaq Stock Market for the twenty consecutive trading days ending on April 7, 2016, for aggregate proceeds to the Company of approximately $5.0 million (the Gates Foundation Investment). The SPA includes customary representations, warranties and covenants of the parties. In connection with the entry into the SPA, on April 8, 2016, the Company and the Gates Foundation entered into a Charitable Purposes Letter Agreement, pursuant to which the Company agreed to expend an aggregate amount not less than the amount of the Gates Foundation Investment to develop a yeast strain that produces artemisinic acid and/or amorphadiene at a low cost and to supply such artemisinic acid and amorphadiene to companies qualified to convert artemisinic acid and amorphadiene to artemisinin for inclusion in artemisinin combination therapies used to treat malaria commencing in 2017. The Company is nearing completion of the project. However, if the Company fails to complete the project as set forth above or defaults under certain other commitments in the Charitable Purposes Letter Agreement, the Gates Foundation will have the right to request that the Company redeem, or facilitate the purchase by a third party of, the Gates Foundation Investment shares then held by the Gates Foundation at a price per share equal to the greater of (i) the closing price of the Company’s common stock on the trading day prior to the redemption or purchase, as applicable, or (ii) an amount equal to $17.10 plus a compounded annual return of 10%. Consequently, the Company has reflected the $5.0 million proceeds from the original SPA in Mezzanine Equity until the project is completed and the contingent repurchase obligation is resolved. As of December 31, 2021, the Company's remaining research and development expenditure obligation under this arrangement was $0.2 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 contingent 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. See Note 7. 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 currently estimated to be $115 million. As of December 31, 2021, the Company has funded $52.8 million towards the project and has $38.4 million of contractual purchase commitments for construction related costs. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity (Deficit) | Stockholders’ Equity (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. Increase in Authorized Common Stock On May 28, 2021, through a proxy vote at the Company’s Annual Stockholder meeting, the Company’s stockholders approved an increase in the Company’s authorized common stock shares from 350 million to 450 million. Shares Issuable under Convertible Notes In connection with various debt transactions (see Note 4, "Debt"), the Company issued certain convertible notes that are convertible into shares of common stock as follows as of December 31, 2021, at the election of each debtholder: When Convertible Number of Shares Instrument Is Convertible into as of December 31, 2021 2026 convertible senior notes At any time from January 1, 2022 until November 15, 2026 86,683,389 Foris convertible note At any time until July 1, 2022 16,680,334 103,363,723 Call Option Related to 2026 Convertible Senior Notes The Company entered into a capped call option transaction (the 2026 Call Option), using $81.1 million of the 2026 Convertible Senior Note proceeds to reacquire shares of its common stock upon conversion of the 2026 Convertible Senior Notes. The 2026 Call Option covers a portion of shares of common stock initially underlying the Notes up to a maximum of 20.9 million shares, subject to customary adjustments. The capped call option effectively increases the conversion price of the 2026 Convertible Senior Notes from $10.75 to $15.92, subject to certain adjustments under the terms of the 2026 Call Option, which represents a premium of 100% over the last reported sale price of the Company’s common stock of $7.96 per share on November 9, 2021. The purpose of the capped call transaction is to reduce potential economic dilution to the Company’s common stockholders upon any conversion of the 2026 Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the 2026 Convertible Senior Notes, as the case may be, up to the 20.9 million share cap. The 2026 Call Option will expire upon maturity of the 2026 Convertible Senior Notes and is only exercisable upon conversion of 2026 Convertible Senior Notes. The 2026 Call Option is a separate transaction and not part of the terms of the 2026 Convertible Senior Notes. Holders of the 2026 Convertible Senior Notes will not have any rights with respect to the 2026 Call Option. The common shares to be received under the 2026 Call Option are currently excluded from the calculation of diluted earnings per share as they are anti-dilutive. The 2026 Call Option was evaluated under ASC 815, Derivatives and Hedging and was determined to be a freestanding equity instrument that met the derivative scope exception (indexation and equity classification criteria necessary to be recorded within equity) to be excluded from the derivative accounting guidance. Since the 2026 Call Option meets the derivative scope exception in ASC 815, the transaction is recorded in stockholders’ equity and will not be remeasured each reporting period. The Company paid an aggregate cash amount of $81.1 million for the 2026 Call Option, which is recorded as a reduction to additional paid-in capital. Warrants The Company issues warrants in certain debt and equity transactions in order to facilitate raising equity capital or reduce borrowing costs. In connection with various debt and equity transactions (see Note 4, "Debt" and below), the Company has issued warrants exercisable for shares of common stock. The following table summarizes warrant activity for the year ended December 31, 2021: Transaction Year Issued Expiration Date Number Outstanding as of December 31, 2020 Additional Warrants Issued Exercises Expired Weighted-average Exercise Price per Share of Warrants Exercised Number Outstanding as of December 31, 2021 Exercise Price per Share as of December 31, 2021 High Trail / Silverback warrants 2020 July 10, 2022 3,000,000 — (2,000,000) — $ 2.87 1,000,000 $ 3.25 2020 PIPE right shares 2020 3,484,321 — (3,484,321) — $ 2.87 — $ — January 2020 warrant exercise right shares 2020 January 31, 2022 4,939,159 — (4,507,781) — $ 2.87 431,378 $ 2.87 April 2019 PIPE warrants 2019 3,371,989 — (3,371,989) — $ 4.93 — $ — September and November 2019 Investor Credit Agreement warrants 2019 5,183,551 — (5,183,551) — $ 2.87 — $ — Naxyris LSA warrants 2019 2,000,000 — (2,000,000) — $ 2.87 — $ — October 2019 Naxyris warrant 2019 2,000,000 — (2,000,000) — $ 3.87 — $ — May-June 2019 6% Note Exchange warrants 2019 2,181,818 — (2,181,818) — $ 3.06 — $ — May 2019 6.50% Note Exchange warrants 2019 January 31, 2022 960,225 — — — nm 960,225 $ 2.87 July 2019 Wolverine warrant 2019 1,080,000 — (1,080,000) — $ 2.87 — $ — May 2017 cash warrants 2017 July 10, 2022 6,078,156 — (4,585,504) — $ 2.87 1,492,652 $ 2.87 August 2017 cash warrants 2017 3,968,116 — (3,968,116) — $ 2.87 — $ — May 2017 dilution warrants 2017 July 10, 2022 3,085,893 — (3,028,983) — $ — 56,910 $ — August 2017 dilution warrants 2017 3,028,983 — (3,028,983) — $ — — $ — February 2016 related party private placement 2016 19,048 — — (19,048) nm — $ — July 2015 related party debt exchange 2015 July 29, 2025 58,690 — — — nm 58,690 $ 0.15 Other 2011 1,406 — — (1,406) nm — $ — 44,441,355 — (40,421,046) (20,454) $ 2.67 3,999,855 __________________ 1 "nm" indicates not meaningful, as there were no exercises. For information regarding warrants issued or exercised subsequent to December 31, 2021, see Note 16, “Subsequent Events”. Warrant Exercises During the year ended December 31, 2021, upon the cash and cashless exercises of warrants to issue 40,421,046 shares of common stock, the Company issued 36,702,612 shares of its common stock at a weighted-average exercise price of $2.67 per share, and received cash proceeds of $56.5 million related to these exercises. Right of First Investment to Certain Investors In connection with investments in the Company has granted certain investors, including Vivo and DSM, a right of first investment if the Company proposes to sell securities in certain financing transactions. With these rights, such investors may subscribe for a portion of any such new financing and require the Company to comply with certain notice periods, which could discourage other investors from participating in, or cause delays in its ability to close, such a financing. |
Consolidated Variable-interest
Consolidated Variable-interest Entities and Unconsolidated Investments | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Consolidated Variable-interest Entities and Unconsolidated Investments | Consolidated Variable-interest Entities and Unconsolidated Investments Consolidated Variable-interest Entities Aprinnova, LLC (Aprinnova JV) In December 2016, the Company, Nikko Chemicals Co., Ltd. an existing commercial partner of the Company, and Nippon Surfactant Industries Co., Ltd., an affiliate of Nikko (collectively, Nikko) entered into a joint venture (the Aprinnova JV Agreement) pursuant to which the Company contributed certain assets, including certain intellectual property and other commercial assets relating to its business-to-business cosmetic ingredients business (the Aprinnova JV Business), as well as its Leland production facility. The Company also agreed to provide the Aprinnova JV with exclusive (to the extent not already granted to a third party), royalty-free licenses to certain of the Company's intellectual property necessary to make and sell products associated with the Aprinnova JV Business (the Aprinnova JV Products). Nikko purchased their 50% interest in the Aprinnova JV in exchange for the following payments to the Company: (i) an initial payment of $10.0 million and (ii) the profits, if any, distributed to Nikko in cash as members of the Aprinnova JV during the three-year period from 2017 to 2019, up to a maximum of $10.0 million. Under the Aprinnova JV Agreement, in the event of a merger, acquisition, sale or other similar reorganization, or a bankruptcy, dissolution, insolvency or other similar event, of the Company, on the one hand, or Nikko, on the other hand, the other member will have a right of first purchase with respect to such member’s interest in the Aprinnova JV, at the fair market value of such interest, in the case of a merger, acquisition, sale or other similar reorganization, and at the lower of the fair market value or book value of such interest, in the case of a bankruptcy, dissolution, insolvency or other similar event. The Aprinnova JV operates in accordance with the Aprinnova Operating Agreement under which the Aprinnova JV is managed by a Board of Directors consisting of four directors: two appointed by the Company and two appointed by Nikko. In addition, Nikko has the right to designate the Chief Executive Officer of the Aprinnova JV from among the directors and the Company has the right to designate the Chief Financial Officer. The Company determined that it has the power to direct the activities of the Aprinnova JV that most significantly impact its economic performance because of its (i) significant control and ongoing involvement in operational decision making, (ii) guarantee of production costs for certain Aprinnova JV products, as discussed below, and (iii) control over key supply agreements, operational and administrative personnel and other production inputs. The Company has concluded that the Aprinnova JV is a variable-interest entity (VIE) under the provisions of ASC 810, Consolidation, and that the Company has a controlling financial interest and is the VIE's primary beneficiary. As a result, the Company accounts for its investment in the Aprinnova JV on a consolidation basis in accordance with ASC 810. Under the Aprinnova Operating Agreement, profits from the operations of the Aprinnova JV, if any, are distributed as follows: (i) first, to the Company and Nikko (the Members) in proportion to their respective unreturned capital contribution balances, until each Member’s unreturned capital contribution balance equals zero and (ii) second, to the Members in proportion to their respective interests. Any future capital contributions will be made by the Company and Nikko on an equal (50%/50%) basis each time, unless otherwise mutually agreed. In addition, the Company agreed to guarantee a maximum production cost for squalane and hemisqualane to be produced by the Aprinnova JV and to bear any cost of production above such guaranteed costs. The following presents the carrying amounts of the Aprinnova JV’s assets and liabilities included in the accompanying consolidated balance sheets. Assets presented below are restricted for settlement of the Aprinnova JV's obligations and all liabilities presented below can only be settled using the Aprinnova JV resources. December 31, 2021 2020 Assets $ 27,521 $ 24,114 Liabilities $ 5,575 $ 1,490 The Aprinnova JV's assets and liabilities are primarily comprised of cash, accounts receivable, inventory, property, plant and equipment, and accounts payable, which are classified in the same categories in the Company's consolidated balance sheets. The change in noncontrolling interest for the Aprinnova JV for the years ended December 31, 2021 and 2020 is as follows: Year Ended December 31, 2021 2020 Balance at beginning of year $ 5,319 $ 609 Income attributable to noncontrolling interest 5,649 4,710 Distribution to noncontrolling interest (4,703) — Balance at end of year $ 6,265 $ 5,319 RealSweet LLC 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, which entity owns a new manufacturing facility under construction in Brazil. 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 therefore 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 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. See Note 5, “Mezzanine Equity” for information on the presentation of this noncontrolling interest in the balance sheet and statement of stockholders’ equity net assets of the Company. Under the terms of the MIPA, Amyris, Inc. is funding the construction costs of the project, which are currently estimated to be $115 million. As of December 31, 2021, the Company has funded $53 million towards the project and has $38 million of contractual purchase commitments for construction related costs. The following presents the carrying amounts of the RealSweet JV’s assets and liabilities included in the accompanying consolidated balance sheets. Assets presented below are restricted for settlement of the RealSweet JV's obligations and all liabilities presented below can only be settled using the RealSweet JV resources. December 31, (In thousands) 2021 Assets $ 58,340 Liabilities $ 8,411 The RealSweet JV's assets and liabilities are primarily comprised of cash, property, plant and equipment, and accounts payable, which are classified in the same categories in the Company's consolidated balance sheets. The change in contingently redeemable noncontrolling interest for the RealSweet JV for the year ended December 31, 2021 is as follows: Year Ended December 31, (In thousands) 2021 Balance at beginning of year $ — Contribution by contingently redeemable noncontrolling interest 28,520 Balance at end of year $ 28,520 Clean Beauty Collaborative, Inc. In October 2020, the Company through its 100% owned subsidiary, Amyris Clean Beauty, Inc. entered into an agreement with Rosie Huntington-Whiteley, (RHW), model turned businesswoman and founder of beauty knowledge and commerce destination, RoseInc.com, for the commercialization of clean sustainable cosmetics under the Amyris umbrella using the creative design capabilities of RHW. Clean Beauty Collaborative, Inc. (CBC) was formed as a Delaware Corporation. Amyris Clean Beauty, Inc. has the right to designate three Board of Directors and owns 60% of the issued and outstanding common shares and RHW has the right to designate two Board of Directors and owns 40% of the issued and outstanding common shares. The Company concluded the newly formed legal entity was a VIE due to insufficient equity at-risk and that the Company was the primary beneficiary through its controlling financial interest. Therefore, the Company consolidates the business activities of the new venture. At the formation date, RHW assigned all rights and title to the Roseinc.com internet domain name and the Rose Inc. trademark to CBC; however, no financial assets were contributed by either party. Amyris Clean Beauty, Inc. committed to the initial funding and commercial launch of the new product line to the general public, which occurred in August 2021. The following presents the carrying amounts of CBC assets and liabilities included in the accompanying consolidated balance sheets. Assets presented below are restricted for settlement of CBC obligations and all liabilities presented below can only be settled using the CBC resources. December 31, (In thousands) 2021 2020 Assets $10,817 $0 Liabilities $5,132 $0 CBC assets and liabilities are primarily comprised of cash, accounts receivable, prepaid expenses, inventory and accounts payable, which are classified in the same categories in the Company's consolidated balance sheets. The change in noncontrolling interest for CBC for the years ended December 31, 2021 and 2020 is as follows: Year Ended December 31, 2021 2020 Balance at beginning of year $(538) $0 Loss attributable to noncontrolling interest (6,463) (538) Balance at end of year $(7,001) $(538) Equity-method Investments Novvi LLC Novvi LLC (Novvi) is a U.S.-based joint venture among the Company, American Refining Group, Inc., Chevron U.S.A. Inc. and H&R Group US, Inc. Novvi's purpose is to develop, produce and commercialize base oils, additives and lubricants derived from Biofene for use in the automotive, commercial and industrial lubricants markets. As of December 31, 2021, each of the investors held equity ownership in Novvi as follows: Amyris, Inc. 17.6 % American Refining Group, Inc. 6.8 % Chevron U.S.A., Inc. 64.3 % H&R Group US, Inc. 11.3 % 100.0 % The Company accounts for its investment in Novvi under the equity method of accounting, having determined that (i) Novvi is a VIE, (ii) the Company is not Novvi's primary beneficiary, and (iii) the Company has the ability to exert significant influence over Novvi. Under the equity method, the Company's share of profits and losses and impairment charges on investments in affiliates are included in “Loss from investments in affiliates” in the consolidated statements of operations. In accordance with equity-method accounting, the Company records its share of Novvi's earnings or losses for each accounting period and adjusts the investment balance accordingly. However, the Company is not obligated to fund Novvi's potential future losses, so the Company will not record equity-method losses that would result in the investment in Novvi falling below zero. As of December 31, 2021 and 2020, the carrying amount of the Company's equity investment in Novvi was $2.7 million and $2.4 million, respectively. AMF Low Carbon LLC In December 2021, MF 92 Ventures LLC (Minerva), a Minerva Foods subsidiary, and Amyris entered into a Limited Liability Company Agreement governing the operation and management of AMF Low Carbon LLC (AMF Low Carbon), a Delaware limited liability company. The purpose of AMF Low Carbon is to create, develop, market and sell its products in the recombinant proteins segment, including individual animal proteins, vegetable proteins and other similar inputs and products. The products will be produced through a fermentation or brewing process of sugars derived from sugarcane plants. Concurrently, AMF Low Carbon and Amyris entered into an Intellectual Property License Agreement (License Agreement) and a Supply Agreement (Supply Agreement). The Company contributed a perpetual, exclusive, worldwide, royalty-free, non-sublicensable license to certain intellectual property to develop Heparin and products that extend the shelf life of beef in exchange for its 40% interest in AMF Low Carbon. Pursuant to the Supply Agreement, if and when product development is successful, Amyris will manufacture and sell the products to AMF Low Carbon in return for consideration on a cost-plus fixed margin basis. Minerva is obligated to fund $7.5 million in exchange for its 60% interest in AMF Low Carbon. AMF Low Carbon is managed by a Board of Directors consisting of five directors: two appointed by the Company and three appointed by Minerva. The Company accounts for its investment in AMF Low Carbon under ASC 323, Equity Method and Joint Ventures using the equity method, having determined that (i) AMF Low Carbon is a VIE due to insufficient equity at risk, (ii) the Company is not the primary beneficiary of AMF Low Carbon due to lack of power to direct the activities that most significantly affect the AMF Low Carbon’s economic performance, and (iii) the Company has the ability to exert significant influence over AMF Low Carbon through its equity ownership. The initial carrying value of the equity method investment in AMF Low Carbon is the $5.0 million fair value of the equity interest received in exchange for the License Agreement which is being accounted for as non-cash consideration under ASC 606, Revenue from Contracts with Customers. The contribution of the intellectual property license to AMF Low Carbon is an arm’s-length transaction within the scope of ASC 606 as the granting of the intellectual property license is an output of the Company’s ordinary revenue activities. See Note 10, “Revenue Recognition” for information regarding the revenue recognition analysis and conclusion of the license and supply agreements. Under the equity method, the Company records its share of AMF Low Carbon's profits or losses for each accounting period in “Loss from investments in affiliates” in the consolidated statements of operations and adjusts the investments in affiliates balance accordingly. Intra-entity profits and losses are eliminated until realized by AMF Low Carbon, in accordance with ASC 323-10-35-7. The Company recorded a loss from investments in affiliates of $2.0 million from inception through December 31, 2021. The loss allocated to the Company primarily relates to AMF Low Carbon’s accounting for the non-cash consideration related to the License Agreement as in-process research and development, which resulted in the full value of Company’s intellectual property contribution being expensed in the period ended December 31, 2021. However, the Company is not obligated to fund AMF Low Carbon's potential future losses and therefore the Company will not record equity-method losses that would result in the investment in AMF Low Carbon falling below zero. As of December 31, 2021, the carrying amount of the Company's equity investment in AMF Low Carbon was $3.0 million. AccessBio LLC In December 2021, ImmunityBio, Inc. and Amyris entered into a Limited Liability Company Agreement governing the operation and management of AccessBio LLC (AccessBio), a Delaware limited liability company. The purpose of AccessBio is the clinical development, manufacture and commercialization of therapeutic, prophylactic, or diagnostic agent, that contains or uses the RNA Vaccine Platform or any element of the RNA Vaccine for the prevention and/or treatment of SARS-CoV-2 (COVID-19) infection. The Company contributed an intellectual property sublicense (Sublicense) in certain intellectual property rights granted to Amyris under a world-wide, royalty-bearing, exclusive, sublicensable license in the Infectious Disease Research Institute (IDRI) technology and a rvRNA SARS-CoV-2 vaccine developed in connection with a collaboration and license agreement between the Company and IDRI. The Sublicense contributed to AccessBio is a world-wide, royalty-bearing, exclusive license for the development and commercialization of the rvRNA SARS-CoV-2 vaccine. The Company received 50% equity interest in AccessBio with a fair value of $9.0 million in exchange for the Sublicense. ImmunityBio, Inc. and Amyris have an obligation to make cash contributions to AccessBio in the amount of $1.0 million each within 30 days after closing. AccessBio is managed by a Board of Directors consisting of four directors: two appointed by the Company and two appointed by ImmunityBio, Inc. The Company accounts for its investment in AccessBio under ASC 323, Equity Method and Joint Ventures using the equity method, having determined that (i) AccessBio is a VIE due to insufficient equity at risk, (ii) the Company is not AccessBio's primary beneficiary due to shared power over the key decisions that most significantly impact the AccessBio’s economic performance and equal sharing in the economics of the VIE, and (iii) the Company has the ability to exert significant influence over AccessBio through its equity ownership. The initial carrying value of the equity method investment in AccessBio is the $9.0 million fair value of the equity interest received in exchange for the Sublicense which is being accounted for as non-cash consideration under ASC 606, Revenue from Contracts with Customers. The contribution of the intellectual property license to AccessBio is an arm’s-length transaction within the scope of ASC 606 as the granting of the intellectual property license is an output of the Company’s ordinary revenue activities. See Note 10, “Revenue Recognition” for information regarding the revenue recognition analysis and conclusion of this license arrangement. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders The Company computes net loss per share in accordance with ASC 260, “Earnings per Share.” Basic net loss per share of common stock is computed by dividing the Company’s net loss attributable to Amyris, Inc. common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is computed by giving effect to all potentially dilutive securities, including stock options, restricted stock units, convertible preferred stock, convertible promissory notes, common stock warrants and contingently issuable common stock, using the treasury stock method or the as-converted method, as applicable. For the year ended December 31, 2020, basic net loss per share was the same as diluted net loss per share, because the inclusion of all potentially dilutive securities outstanding was anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss were the same for that year. The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common stock and participating securities based on their respective rights if the participating security contractually participates in losses. The Company’s convertible preferred stock are participating securities as they contractually entitle the holders of such shares to participate in dividends and contractually require the holders of such shares to participate in the Company’s losses. The following table presents the calculation of basic and diluted net loss per share of common stock attributable to Amyris, Inc. common stockholders: Years Ended December 31, 2021 2020 2019 Numerator: Net loss attributable to Amyris, Inc. $ (270,969) $ (331,039) $ (242,767) Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock — (67,151) — Less: deemed dividend to preferred stockholder on issuance and modification of common stock warrants — — (34,964) Add: loss allocated to participating securities 507 15,879 7,380 Net loss attributable to Amyris, Inc. common stockholders, basic (270,462) (382,311) (270,351) Adjustment to loss allocated to participating securities (507) — 137 Gain from change in fair value of derivative instruments (14,279) — (4,963) Net loss attributable to Amyris, Inc. common stockholders, diluted $ (285,248) $ (382,311) $ (275,177) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic 292,343,431 203,598,673 101,370,632 Basic loss per share $ (0.93) $ (1.88) $ (2.67) Weighted-average shares of common stock outstanding 292,343,431 203,598,673 101,370,632 Effect of dilutive common stock warrants 324,200 — (74,057) Weighted-average common stock equivalents used in computing net loss per share of common stock, diluted 292,667,631 203,598,673 101,296,575 Diluted loss per share $ (0.97) $ (1.88) $ (2.72) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive: Years Ended December 31, 2021 2020 2019 Period-end common stock warrants and warrant exercise rights 5,741,297 38,248,741 59,204,650 Convertible promissory notes (1) 86,683,389 22,061,759 13,381,238 Period-end stock options to purchase common stock 3,087,225 6,502,096 5,620,419 Period-end restricted stock units 13,731,320 7,043,909 5,782,651 Contingently issuable common shares 5,383,580 — — Period-end preferred shares on an as-converted basis — 1,943,661 1,943,661 Total potentially dilutive securities excluded from computation of diluted net loss per share 114,626,811 75,800,166 85,932,619 ______________ (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 | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and 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, the Company's international subsidiaries and the Company’s ownership interests in joint ventures. Certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the Foris Convertible Note. 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 the Company 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; after briefing and argument, class certification was granted in part on December 8, 2021. On December 22, 2021, the Company filed a petition seeking interlocutory review of that order in the U.S. Court of Appeals for the Ninth Circuit, which was fully briefed on January 14, 2022. On February 4, 2022, the parties reached a tentative settlement of the securities class action, which requires the court’s review and approval. If the settlement is approved by the court, the settlement amount will be paid from the insurance funds of the Company. 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 U.S. 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. In response, on July 2, 2021, plaintiff Bonner sent a demand letter to the Company pursuant to Section 220 of the Delaware General Corporation Law demanding to inspect certain of the Company’s books and records; as required, the Company responded within five days and produced the relevant materials on January 3, 2022. After obtaining an extension, Bonner amended his complaint on February 22, 2022. The Company believes the amended complaint 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 from these matters. On September 10, 2020, LAVVAN, Inc. (Lavvan) filed a suit against the Company in the U.S. 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 the Company, 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 and filed its appeal to the U.S. Court of Appeals for the Second Circuit on November 4, 2021. While the appellate briefing process was completed on January 19, 2022, the Court has not yet scheduled oral argument. 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 are not predictable with reasonable assurance and therefore an estimate of all the reasonably possible losses cannot be determined at this time. Therefore, if one or more of these legal disputes or claims res ulted in settlements or legal proceedings that were resolved against the Company for amounts in excess of management’s expectations, the Company’s consolidated financial statements for the relevant reporting period could be materially adversely affected. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue The following tables present revenue by primary geographical market, based on the location of the customer, as well as by major product and service: 2021 2020 2019 Years Ended December 31, Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Europe $ 14,323 $ 149,800 $ 10,770 $ 174,893 $ 17,156 $ 50,991 $ 8,765 $ 76,912 $ 10,092 $ 54,043 $ 6,674 $ 70,809 North America 115,493 24,012 1,684 141,189 68,675 — 526 69,201 34,295 — 24,376 58,671 Asia 16,362 — 5,848 22,210 13,720 — 8,517 22,237 11,503 — 7,477 18,980 South America 1,907 — — 1,907 4,105 — — 4,105 3,612 — 115 3,727 Other 1,618 — — 1,618 682 — — 682 370 — — 370 $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 $ 59,872 $ 54,043 $ 38,642 $ 152,557 The following tables present revenue by management revenue classification and by major product and service: Years Ended December 31, 2021 2020 2019 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Consumer $ 91,055 $ — $ — $ 91,055 $ 51,627 $ — $ — $ 51,627 $ 17,374 $ — $ — $ 17,374 Ingredients 58,648 — — 58,648 52,711 — — 52,711 42,498 — — 42,498 R&D and other services — 173,812 18,302 192,114 — 50,991 17,808 68,799 — 54,043 38,642 92,685 $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 $ 59,872 $ 54,043 $ 38,642 $ 152,557 Significant Revenue Agreements DSM Revenue Agreements 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, As a result, the Company paid DSM $1.9 million, netted the $1.2 million allocated relative fair value of contract liability against the $1.2 million allocated relative fair value of contract asset, and expensed the incremental $1.9 million payment to research and development expense during the year ended December 31, 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 ingredients. 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 year ended December 31, 2021, the Company recognized $6.0 million of collaboration revenue in connection with the amended agreement. DSM Developer 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, Revenue Contracts with Customers. 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 year ended December 31, 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 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 year ended December 31, 2021. Yifan Collaborations From September 2018 to December 2019, the Company entered into a series of license and collaboration agreements, culminating in a master services agreement for research and development services, with a subsidiary of Yifan Pharmaceutical Co., Ltd. (Yifan), a leading Chinese pharmaceutical company. Upon execution of the master services agreement in December 2019 (the Collaboration Agreement), the Company evaluated and concluded that the series of agreements should be combined and accounted for as a single revenue contract under ASC 606, Revenue Contracts with Customers. The Yifan Collaboration Agreement has a total transaction price of $21.0 million, subject to the variable consideration constraint guidance in ASC 606 using the most likely outcome method to estimate the variable consideration associated with the identified performance obligation. The Company concluded the Collaboration Agreement contained a single performance obligation of research and development services provided continuously over time. The Collaboration Agreement provides for upfront and periodic payments based on project milestones. The Company concluded the performance obligation is delivered continuously over time and that revenue recognition is based on an input measure of progress as labor hours are expended in the achievement of the performance obligations (i.e., proportional performance). Estimates of variable consideration are updated quarterly, with cumulative adjustments to revenue recorded as necessary. The Company recognized $5.8 million, $8.5 million and $6.1 million of collaboration revenue for the years ended December 31, 2021, 2020 and 2019, respectively, and $20.2 million of cumulative-to-date collaboration revenue. At December 31, 2021, the Company also recorded a $3.2 million contract asset in connection with the Collaboration Agreement. AMF Low Carbon LLC License Agreement On December 22, 2021, MF 92 Ventures LLC (Minerva), a Minerva Foods subsidiary, and Amyris entered into a Limited Liability Company Agreement governing the operation and management of AMF Low Carbon LLC (AMF Low Carbon), a Delaware limited liability company. See Note 7, “Consolidated Variable-interest Entities and Unconsolidated Investments” for further information. Concurrently, AMF Low Carbon and Amyris entered into an Intellectual Property License Agreement (License Agreement) and a Supply Agreement (Supply Agreement). Pursuant to the License Agreement, the Company contributed a perpetual, exclusive, worldwide, royalty-free, non-sublicensable license to certain intellectual property to develop Heparin and products that extend the shelf life of beef. The Company received 40% equity interest in AMF Low Carbon with a fair value of $5.0 million in exchange for the License Agreement. Pursuant to the Supply Agreement, if and when product development is successful, Amyris will manufacture and sell the products to AMF Low Carbon in return for consideration on a cost-plus fixed margin basis. In accordance with ASC 323, Equity Method and Joint Ventures, the Company concluded the non-cash contribution of the intellectual property license to AMF Low Carbon is an arm’s-length transaction within the scope of ASC 606, Revenue Contracts with Customers as the granting of the intellectual property license is an output of the Company’s ordinary revenue activities. The Company determined the License Agreement to be a functional intellectual property license allowing AMF Low Carbon the immediate use and benefit from the technology and concluded the License Agreement is a revenue contract within the scope of ASC 606. The Company also determined the License Agreement and the Supply Agreement would be treated as a combined revenue contract within the scope of ASC 606. The Company identified two distinct performance obligations in the revenue contract: (i) delivery of the intellectual property license and (ii) manufacturing and delivery of products under the Supply Agreement. The performance obligation to deliver the functional intellectual property license is satisfied at a point in time upon delivery of the license at the closing of the transaction, and the product manufacturing and delivery performance obligation is considered variable consideration to be delivered over time, if and when commercial production of the products begins, and is fully constrained from the transaction price at inception. The Company recorded the $5.0 million non-cash fee as licenses and royalties revenue in the year ended December 31, 2021. AccessBio LLC License On December 31, 2021, ImmunityBio, Inc. and Amyris entered into a Limited Liability Company Agreement governing the operation and management of AccessBio LLC (AccessBio), a Delaware limited liability company. The purpose of AccessBio is the clinical development, manufacture and commercialization of therapeutic, prophylactic, or diagnostic agent, that contains or uses the RNA Vaccine Platform or any element of the RNA Vaccine for the prevention and/or treatment of SARS-CoV-2 (COVID-19) infection. See Note 7, “Consolidated Variable-interest Entities and Unconsolidated Investments” for further information. The Company contributed an intellectual property sublicense (Sublicense) to certain intellectual property rights granted to Amyris under a world-wide, royalty-bearing, exclusive, sublicensable license in the IDRI technology and a rvRNA SARS-CoV-2 vaccine developed in connection with a collaboration and license agreement between the Company and the Infectious Disease Research Institute (IDRI). The Sublicense contributed to AccessBio is a world-wide, royalty-bearing, exclusive license for the development and commercialization of the rvRNA SARS-CoV-2 vaccine. The Company received 50% equity interest in AccessBio with a fair value of $9.0 million in exchange for the Sublicense. In accordance with ASC 323, Equity Method and Joint Ventures, the Company concluded the non-cash contribution of the intellectual property Sublicense to AccessBio is an arm’s length transaction within the scope of ASC 606, Revenue Contracts with Customers as the granting of the intellectual property license is an output of the Company’s ordinary revenue activities. The Company determined the Sublicense to be a functional intellectual property license allowing AccessBio the immediate use and benefit from the technology and that the license agreement is a revenue contract within the scope of ASC 606. The Company concluded the Sublicense contained a single performance obligation which was to deliver the technology sublicense at closing of the transaction, and that once delivered was satisfied at a point in time. The Company recorded the $9.0 million non-cash fee as licenses and royalties revenue in the year ended December 31, 2021. Revenue in connection with Significant Revenue Agreements In connection with the significant revenue agreements discussed above and others previously disclosed, the Company recognized revenue for the years ended December 31, 2021 and 2020 in connection with significant revenue agreements and from all other customers as follows: 2021 2020 2019 Years Ended December 31, Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Revenue from significant revenue agreements with: DSM (related party) $ 19,162 $ 149,612 $ 6,000 $ 174,774 $ 946 $ 43,750 $ 7,018 $ 51,714 $ 10 $ 49,051 $ 4,120 $ 53,181 Sephora 27,640 — — 27,640 13,802 — — 13,802 8,666 — — 8,666 PureCircle 2,915 10,000 — 12,915 — — — — — — — — AccessBio — 9,000 — 9,000 — — — — — — — — Yifan — — 5,848 5,848 — — 8,468 8,468 — — 6,100 6,100 AMF Low Carbon — 5,000 — 5,000 — — — — — — — — Firmenich 671 188 3,528 4,387 9,967 7,241 594 17,802 8,591 4,992 1,413 14,996 Givaudan 210 — — 210 10,081 — — 10,081 7,477 — 1,500 8,977 DARPA — — — — — — 526 526 — — 5,504 5,504 Lavvan — — — — — — — — — — 18,342 18,342 Subtotal revenue from significant revenue agreements 50,598 173,800 15,376 239,774 34,796 50,991 16,606 102,393 24,744 54,043 36,979 115,766 Revenue from all other customers 99,105 12 2,926 102,043 69,542 — 1,202 70,744 35,128 — 1,663 36,791 Total revenue from all customers $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 $ 59,872 $ 54,043 $ 38,642 $ 152,557 Contract Assets and Liabilities When a contract results in revenue being recognized in excess of the amount the Company has invoiced or has the right to invoice to the customer, a contract asset is recognized. Contract assets are transferred to accounts receivable, net when the rights to the consideration become unconditional. Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services such that control has not passed to the customer. Trade receivables related to revenue from contracts with customers are included in accounts receivable on the consolidated balance sheets, net of the allowance for doubtful accounts. Trade receivables are recorded at the point of renewable product sale or in accordance with the contractual payment terms for licenses and royalties, and grants and collaborative research and development services for the amount payable by the customer to the Company for sale of goods or the performance of services, and for which the Company has the unconditional right to receive payment. Contract Balances The following table provides information about accounts receivable and contract liabilities from contracts with customers: December 31, 2021 2020 Accounts receivable, net $ 37,074 $ 32,846 Accounts receivable - related party, net $ 5,667 $ 12,110 Contract assets $ 4,227 $ 4,178 Contract assets - related party $ — $ 1,203 Contract liabilities $ 2,530 $ 4,468 Contract liabilities, noncurrent (1) $ 111 $ 111 ______________ (1) The balances in contract liabilities, noncurrent are included in other noncurrent liabilities on the consolidated balance sheets. Contract liabilities, current decreased by $1.9 million at December 31, 2021 as result of satisfying certain performance obligations under collaboration agreements during the year ended December 31, 2021. Remaining Performance Obligations The following table provides information regarding the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) based on the Company's existing agreements with customers as of December 31, 2021. (In thousands) As of December 31, 2021 2022 $ 909 2023 143 2024 143 2025 143 2026 and thereafter 143 Total from all customers $ 1,481 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Debt See Note 4, "Debt" for details of the Foris Convertible Note. Related party debt was as follows: 2021 2020 (In thousands) Principal Unaccreted Debt (Discount) Premium Fair Value Adjustment Net Principal Unaccreted Debt (Discount) Premium Fair Value Adjustment Net DSM notes $ — $ — $ — $ — $ 33,000 $ (2,443) $ — $ 30,557 Foris Foris convertible note 50,041 — 57,386 107,427 50,041 — 73,123 123,164 Foris promissory notes — — — — 5,000 — — 5,000 50,041 — 57,386 107,427 55,041 — 73,123 128,164 Naxyris note (1) — — — — 23,914 (493) — 23,421 $ 50,041 $ — $ 57,386 $ 107,427 $ 111,955 $ (2,936) $ 73,123 $ 182,142 _____________________ (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. Related Party Revenue The Company recognized revenue from related parties and from all other customers as follows: 2021 2020 2019 Years Ended December 31, Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Revenue from related parties: DSM $ 19,162 $ 149,612 $ 6,000 $ 174,774 $ 946 $ 43,750 $ 7,018 $ 51,714 $ 10 $ 49,051 $ 4,120 $ 53,181 Daling (affiliate of a Board member) — — — — 40 — — 40 — — — — Total S.A. — — — — — — — — 46 — — 46 Subtotal revenue from related parties 19,162 149,612 6,000 174,774 986 43,750 7,018 51,754 56 49,051 4,120 53,227 Revenue from all other customers 130,541 24,200 12,302 167,043 103,352 7,241 10,790 121,383 59,816 4,992 34,522 99,330 Total revenue from all customers $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 $ 59,872 $ 54,043 $ 38,642 $ 152,557 See Note 10, "Revenue Recognition" for details of the Company's revenue agreements with DSM. Related Party Accounts Receivable Related party accounts receivable was as follows: December 31, 2021 2020 DSM $ 5,667 $ 12,110 Related Party Accounts Payable and Accrued Liabilities The following amounts due to DSM on the consolidated balance sheet at December 31, 2021 and December 31, 2020 were as follows, respectively: • Accounts payable and accrued and other current liabilities of $5.2 million and $5.0 million at December 31, 2021 and December 31, 2020 Related Party DSM Transactions The Company is party to the following significant agreements (and related amendments) with DSM: Related to Agreement For Additional Information, See the Note Indicated Debt DSM Credit Agreement 4. Debt Debt 2019 DSM Credit Agreement 4. Debt Revenue Farnesene Framework Agreement 10. Revenue Recognition Revenue DSM Collaboration Agreement 10. Revenue Recognition Revenue DSM Developer License 10. Revenue Recognition Revenue DSM License Agreement and Contract Assignment 10. Revenue Recognition Revenue DSM Performance Agreement 10. Revenue Recognition Revenue DSM Ingredients Collaboration Agreement 10. Revenue Recognition |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions The purchase accounting for the net assets acquired, including goodwill, and the fair value of contingent consideration for the following acquisitions, is preliminarily recorded based on available information, incorporates management's best estimates, and is subject to change as additional information is obtained about the facts and circumstances that existed at the valuation date. The Company expects to finalize the fair values of the assets acquired and liabilities assumed during the one-year measurement period. The net assets acquired in each 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 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"). Acquisition-related costs totaled $0.3 million and are included in general and administrative expense. The following table summarizes the purchase price allocation: (In thousands) Net tangible assets (liabilities) $ (540) Trademarks, trade names and other intellectual property 6,949 Customer relationships 1,158 Goodwill 4,014 Total consideration $ 11,581 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 (see Note 3, "Fair Value Measurement") is recorded as other liabilities in the accompanying 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 (liabilities) $ (1,542) Trademarks, trade names and other intellectual property 1,900 Customer relationships and influencer network database 2,600 Goodwill 11,613 Total consideration $ 14,571 The allocated purchase price also included deferred tax liabilities attributable to the intangible assets, excluding goodwill, established at the acquisition date. No portion of goodwill is deductible for tax purposes. 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 $29.6 million, consisting of cash of $1.8 million, Amyris stock of $14.3 million and contingent consideration with a fair value of $13.5 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 (see Note 3, "Fair Value Measurement") is recorded as other liabilities in the accompanying 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 (liabilities) $ (9) Trademarks, trade names and other intellectual property 1,500 Customer relationships 4,500 Patents 600 Goodwill 23,005 Total consideration $ 29,596 The allocated purchase price also included deferred tax liabilities attributable to the intangible assets, excluding goodwill, established at the acquisition date. No portion of goodwill is deductible for tax purposes. 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 $111.9 million, consisting of cash of $13.3 million, Amyris stock of $59.5 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 (see Note 3, "Fair Value Measurement") is recorded as other liabilities in the accompanying 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 (liabilities) $ (3,948) Trademarks, trade names and other intellectual property 1,200 Developed technology 20,300 Goodwill 94,393 Total consideration $ 111,945 The allocated purchase price also included deferred tax liabilities attributable to the intangible assets, excluding goodwill, established at the acquisition date. No portion of goodwill is deductible for tax purposes. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Stock-based Compensation | Stock-based Compensation Stock-based Compensation Expense Related to All Plans Stock-based compensation expense related to all employee stock compensation plans, including options, restricted stock units and ESPP, was as follows: Years Ended December 31, 2021 2020 2019 Cost of products sold $ 295 $ 0 $ 0 Research and development 5,591 3,871 2,900 Sales, general and administrative 27,507 9,872 9,654 Total stock-based compensation expense $ 33,393 $ 13,743 $ 12,554 Plans 2020 Equity Incentive Plan On June 22, 2020 the Company’s 2020 Equity Incentive Plan (2020 Equity Plan) became effective and will terminate in 2030. The 2020 Equity Plan succeeded the 2010 Equity Plan (which provided terms and conditions similar to those governing the 2020 Equity Plan) and provides for the grant of incentive stock options (ISOs) intended to qualify for favorable tax treatment under Section 422 of the U.S. Internal Revenue Code for their recipients, non-statutory stock options (NSOs), restricted stock awards, stock bonuses, stock appreciation rights, restricted stock units and performance awards. ISOs may be granted only to Company employees or employees of its subsidiaries and affiliates. NSOs may be granted to eligible Company employees, consultants and directors or any of the Company’s parent, subsidiaries or affiliates. The Company is able to issue up to 30,000,000 shares pursuant to the grant of ISOs under the 2020 Equity Plan. The Leadership, Development, Inclusion, and Compensation Committee of the Board of Directors (LDICC) determines the terms of each option award, provided that ISOs are subject to statutory limitations. The LDICC also determines the exercise price for a stock option, provided that the exercise price of an option may not be less than 100% (or 110% in the case of recipients of ISOs who hold more than 10% of the Company’s stock on the option grant date) of the fair market value of the Company’s common stock on the date of grant. Options granted under the 2020 Equity Plan vest at the rate specified by the LDICC and such vesting schedule is set forth in the stock option agreement to which such stock option grant relates. Generally, the LDICC determines the term of stock options granted under the 2020 Plan, up to a term of ten years (or five years in the case of ISOs granted to 10% stockholders). On November 16, 2021, the LDICC approved the expansion of 2020 EIP to cover employees in the United Kingdom and Portugal, including (i) the adoption of the 2021 United Kingdom Sub Plan under the EIP and (ii) the amendment of the forms of RSU and stock option award agreements to include specific provisions applicable to potential participants based in the United Kingdom and Portugal. As of December 31, 2021, options were outstanding to purchase 3,087,225 shares of the Company's common stock granted under the 2020 and 2010 Equity Plans, with weighted-average exercise price per share of $9.91. In addition, as of December 31, 2021, restricted stock units representing the right to receive 13,731,320 shares of the Company's common stock granted under the 2020 and 2010 Equity Plans were outstanding. As of December 31, 2021, 13,304,454 shares of the Company’s common stock remained available for future awards that may be granted under the 2020 Equity Plan. Upon the effective date of the 2020 Equity Plan, the Company no longer has shares available for issuance under the 2010 Equity Plan. The number of shares reserved for issuance under the 2020 Equity Plan increases automatically on January 1 of each year starting with January 1, 2021, by a number of shares equal to 5% of the Company’s total outstanding shares as of the immediately preceding December 31. However, the Company’s Board of Directors or the LDICC retains the discretion to reduce the amount of the increase in any particular year. 2010 Employee Stock Purchase Plan The 2010 Employee Stock Purchase Plan (2010 ESPP) became effective on September 27, 2010. The 2010 ESPP is designed to enable eligible employees to purchase shares of the Company’s common stock at a discount. Offering periods under the 2010 ESPP generally commence on each May 16 and November 16, with each offering period lasting for one year and consisting of two six-month purchase periods. The purchase price for shares of common stock under the 2010 ESPP is the lesser of 85% of the fair market value of the Company’s common stock on the first day of the applicable offering period or the last day of each purchase period. During the life of the 2010 ESPP, the number of shares reserved for issuance increases automatically on January 1 of each year, starting with January 1, 2011, by a number of shares equal to 1% of the Company’s total outstanding shares as of the immediately preceding December 31. However, the Company’s Board of Directors or the LDICC retains the discretion to reduce the amount of the increase in any particular year. In May 2018, shareholders approved an amendment to the 2010 ESPP to increase the maximum number of shares of common stock that may be issued over the term of the ESPP by 1 million shares. In May 2021, shareholders approved certain amendments to the 2010 ESPP, including to extend the term of the 2010 ESPP for another 10 years (otherwise the 2010 ESPP would have expired on November 15, 2021), increase the number of shares authorized for issuance by 800,000 shares, and extend the annual automatic increase (or evergreen) provision by 9 years. No more than 2,466,666 shares of the Company’s common stock may be issued under the amended and restated 2010 ESPP and no other shares may be added to this plan without the approval of the Company’s stockholders. 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 was 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 In May 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 manufacturing facilities, 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 December 31, 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 $3.0 million of stock-based compensation for the COO PSUs has been recorded to general and administrative expense during the year ended December 31, 2021. In August 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 common stock granted to the Company’s chief executive officer in 2018 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 Company also reversed $1.3 million of previously recognized expense related to the unvested portion of the 2018 CEO PSO award during the year ended December 31, 2021. The CEO PSUs and the CFO PSUs both 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 $68.6 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 $6.1 million of stock-based compensation for the CEO PSUs and CFO PSUs has been recorded to general and administrative expense during the year ended December 31, 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% Stock Option Activity Stock option activity is summarized as follows: Year ended December 31, 2021 2020 2019 Options granted 734,056 1,269,808 530,140 Weighted-average grant-date fair value per share $ 13.54 $ 3.75 $ 3.83 Compensation expense related to stock options (in millions) $ 1.8 $ 1.7 $ 1.9 Unrecognized compensation costs as of December 31 (in millions) $ 7.8 $ 5.2 $ 4.5 The Company expects to recognize the December 31, 2021 balance of unrecognized costs over a weighted-average period of 2.8 years. Future option grants will increase the amount of compensation expense to be recorded in these periods. Stock-based compensation expense for stock options and employee stock purchase plan rights is estimated at the grant date and offering date, respectively, based on a fair-value derived from using the Black-Scholes-Merton option pricing model. The fair value of employee stock options is amortized on a ratable basis over the requisite service period of the awards. The fair value of employee stock options and employee stock purchase plan rights was estimated using the following weighted-average assumptions: Years Ended December 31, 2021 2020 2019 Expected dividend yield —% —% —% Risk-free interest rate 1.2% 0.7% 1.8% Expected term (in years) 6.7 6.9 6.9 Expected volatility 97% 89% 84% The expected life of options is based primarily on historical exercise experience of the employees for options granted by the Company. All options are treated as a single group in the determination of expected life, as the Company does not currently expect substantially different exercise or post-vesting termination behavior among the employee population. The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. Expected volatility is based on the historical volatility of the Company's common stock price. The Company has no history or expectation of paying dividends on common stock. Stock-based compensation expense associated with options is based on awards ultimately expected to vest. At the time of an option grant, the Company estimates the expected future rate of forfeitures based on historical experience. These estimates are revised, if necessary, in subsequent periods if actual forfeiture rates differ from those estimates. If the actual forfeiture rate is lower than estimated the Company will record additional expense and if the actual forfeiture is higher than estimated the Company will record a recovery of prior expense. The Company’s stock option activity and related information for the year ended December 31, 2021 was as follows: Number of Stock Options Weighted- Weighted-average Aggregate Outstanding - December 31, 2020 6,502,096 $ 7.64 7.6 $ 8,875 Options granted 734,056 $ 13.54 Options exercised (634,778) $ 5.19 Options forfeited or expired (3,514,149) $ 7.32 Outstanding - December 31, 2021 3,087,225 $ 9.91 7.1 $ 2,580 Vested or expected to vest after December 31, 2021 2,975,309 $ 9.96 7.1 $ 2,493 Exercisable at December 31, 2021 1,547,828 $ 11.77 5.8 $ 1,283 The total intrinsic value of options exercised under all option plans was $6.7 million, $0 and $0 for the years ended December 31, 2021, 2020 and 2019, respectively. Restricted Stock Units (Including Performance-based Stock Units) Activity and Expense During the years ended December 31, 2021, 2020 and 2019, 10,786,300, 4,415,209 and 2,996,660 RSUs, respectively, were granted with weighted-average service-inception date fair value per unit of $12.27, $3.72 and $3.96, respectively. The Company recognized RSU-related stock-based compensation expense of $30.7 million, $11.4 million and $10.2 million, respectively, for the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021 and 2020, unrecognized RSU-related compensation costs totaled $116.9 million and $23.9 million, respectively. Stock-based compensation expense for RSUs is measured based on the NASDAQ closing price of the Company's common stock on the date of grant. The Company’s RSU activity and related information for the year ended December 31, 2021 was as follows: Number of Restricted Stock Units Weighted-average Grant-date Weighted-average Remaining Contractual Life Outstanding - December 31, 2020 7,043,909 $ 4.18 1.5 Awarded 10,786,300 $ 12.27 Vested (3,177,151) $ 5.84 Forfeited (921,738) $ 6.56 Outstanding - December 31, 2021 13,731,320 $ 9.99 2.8 Vested or expected to vest after December 31, 2021 11,743,504 $ 9.85 2.6 ESPP Activity and Expense During the years ended December 31, 2021 and 2020, 290,063 and 357,655 shares, respectively, of the Company's common stock were purchased under the 2010 ESPP. At December 31, 2021 and 2020, 1,046,869 and 494,855 shares, respectively, of the Company’s common stock remained reserved for issuance under the 2010 ESPP. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of loss before income taxes and loss from investment in affiliate are as follows: Years Ended December 31, 2021 2020 2019 United States $ (268,423) $ (324,720) $ (227,614) Foreign (10,660) (6,015) (14,524) Loss before income taxes and loss from investment in affiliate $ (279,083) $ (330,735) $ (242,138) The components of the provision for income taxes are as follows: Years Ended December 31, 2021 2020 2019 Current: Federal $ (7,478) $ 293 $ 621 State — — — Foreign — — 8 Total current (benefit) provision (7,478) 293 629 Deferred: Federal (326) — — State (22) — — Foreign (288) — — Total deferred provision (636) — — Total (benefit from) provision for income taxes $ (8,114) $ 293 $ 629 A reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of loss before income taxes and loss from investments in affiliate is as follows: Years Ended December 31, 2021 2020 2019 Statutory tax rate (21.0) % (21.0) % (21.0) % Change in fair value of convertible debt 2.9 % 5.7 % — % Derivative liability 2.2 % 4.8 % 4.7 % Federal R&D credit (0.9) % (0.6) % (0.7) % Foreign losses 0.7 % 0.4 % 0.9 % IRC Section 382 limitation (2.7) % — % — % Nondeductible interest 0.3 % 0.5 % 1.0 % Stock-based compensation (1.5) % — % — % Other 1.3 % 0.3 % 2.4 % Change in valuation allowance 15.7 % 10.0 % 13.0 % Effective income tax rate (3.0) % 0.1 % 0.3 % Temporary differences and carryforwards that gave rise to significant portions of deferred taxes are as follows: December 31, 2021 2020 2019 Net operating loss carryforwards $ 179,921 $ 123,638 $ 88,513 Property, plant and equipment 6,239 6,965 8,239 Research and development credits 22,463 18,279 15,002 Foreign tax credit — — — Accruals and reserves 10,094 12,003 13,934 Stock-based compensation 3,530 4,291 6,164 Disallowed interest carryforward 12,922 10,843 7,072 Capitalized research and development costs 10,903 16,390 21,723 Intangible assets and other — 1,888 2,503 Equity investments — 531 304 Total deferred tax assets 246,072 194,828 163,454 Intangible assets and other (6,611) — — Equity investments (515) — — Operating lease right-of-use assets (4,783) (2,051) (2,643) Debt discounts and derivatives (79,845) (774) (7,176) Total deferred tax liabilities (91,754) (2,825) (9,819) Net deferred tax assets prior to valuation allowance 154,318 192,003 153,635 Less: deferred tax assets valuation allowance (158,597) (192,003) (153,635) Net deferred tax assets $ (4,279) $ — $ — Activity in the deferred tax assets valuation allowance is summarized as follows: (In thousands) Balance at Beginning of Year Additions Reductions / Charges Balance at End of Year Deferred tax assets valuation allowance: Year ended December 31, 2021 $ 192,003 $ — $ (33,406) $ 158,597 Year ended December 31, 2020 $ 153,635 $ 38,368 $ — $ 192,003 Year ended December 31, 2019 $ 124,025 $ 29,610 $ — $ 153,635 Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based on the weight of available evidence, especially the uncertainties surrounding the realization of deferred tax assets through future taxable income, the Company believes that it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets as of December 31, 2021, 2020 and 2019. The valuation allowance decreased by $33.4 million during the year ended December 31, 2021, increased by $38.4 million during the year ended December 31, 2020, and increased by $29.6 million during the year ended December 31, 2019. During the year ended December 31, 2021 the Company established an $81.1 million deferred tax liability for the debt discount recorded to additional paid-in capital in connection the issuance of the 2026 Convertible Senior Notes. Due to our U.S. net deferred tax assets being fully offset by valuation allowance, consistent with ASU 2019-12, the recognition of the deferred tax liability was fully offset by a reduction in our required valuation allowance and no tax effects were recorded to additional paid-in capital. In connection with the acquisition of Olika on August 11, 2021, a net deferred tax liability of $348K was established, the most significant component of which was related to the book/tax basis differences associated with the acquired trademark and customer relationships. The net deferred tax liability from this acquisition created an additional source of income to realize deferred tax assets. As the Company continues to maintain a full valuation allowance against its deferred tax assets, this additional source of income resulted in the release of the Company’s previously recorded valuation allowance against deferred assets. Consistent with the applicable guidance the release of the valuation allowance of $348K caused by the acquisition was recorded in the consolidated financial statements outside of acquisition accounting as a tax benefit to the consolidated statements of operations for the year ended December 31, 2021. In connection with the acquisitions of MG Empower and Beauty Labs on August 11, 2021, net deferred tax liabilities of $0.7 million and $3.5 million, respectively, were established, the most significant component of which is related to the book/tax basis differences associated with the acquired technology and customer relationships. Amortization of the intangibles also contributed to the deferred tax benefit recorded in the foreign jurisdictions for the year ended December 31, 2021. On March 11, 2021, President Biden signed the American Rescue Plan (ARPA) into law. The new law, among other things, extends and enhances a number of current-law incentives for individuals and businesses. In addition, there are corporate tax revenue raisers to ensure the broader measure complied with budget reconciliation rules under which the bill was passed. The tax law changes in the ARPA did not have a material impact on the Company's income tax provision. As of December 31, 2021, the Company had federal net operating loss carryforwards of $794.5 million and state net operating loss carryforwards of $217.5 million available to reduce future taxable income, if any. The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (IRC Section 382). Events that may cause limitations in the amount of net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. During the year ended December 31, 2021, the Company experienced a greater than 50% ownership shift on March 31, 2021. Per the Section 382 analysis, this 2021 ownership change did not result in a limitation such that there would be any permanent loss of NOL or research tax credit carryovers. Any NOLs and other tax attributes generated by the Company subsequent to March 31, 2021 are currently not subject to any IRC Section 382 limitations. The Company notes that federal net operating losses generated during 2019 through 2021 have an indefinite carryover life and that NOL utilization is limited to 80% of taxable income. As of December 31, 2021, the Company had foreign net operating loss carryovers of $39.3 million. As of December 31, 2021, the Company had federal research and development credit carryforwards of $7.8 million and California research and development credit carryforwards of $18.9 million. If not utilized, the federal net operating loss carryforward will begin expiring in 2034, and the California net operating loss carryforward will begin expiring in 2031. The federal research and development credit carryforwards will expire starting in 2037 if not utilized. The California research and development credit carryforwards can be carried forward indefinitely. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: (In thousands) Balance as of December 31, 2018 $ 30,127 Increases in tax positions for prior period — Increases in tax positions during current period 1,411 Balance as of December 31, 2019 31,538 Increases in tax positions for prior period — Increases in tax positions during current period 1,556 Balance as of December 31, 2020 $ 33,094 Lapse of statute (6,564) Increases in tax positions for prior period — Increases in tax positions during current period 1,979 Balance as of December 31, 2021 $ 28,509 The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes. The Company accrued $0, $0.3 million and $0.6 million for such interest for the years ended December 31, 2021, 2020 and 2019, respectively. None of the unrecognized tax benefits, if recognized, would affect the effective income tax rate for any of the above years due to the valuation allowance that currently offsets deferred tax assets. The Company believes that it is reasonably possible that up to approximately $18 thousand of unrecognized tax benefits may reverse in the next 12 months. The Company’s primary tax jurisdiction is the United States. For U.S. federal and state income tax purposes, returns for tax years from 2007 through the current year remain open and subject to examination by the appropriate federal or state taxing authorities. Brazil tax years from 2012 through the current year remain open and subject to examination. As of December 31, 2021, the U.S. Internal Revenue Service (the IRS) has completed its audit of the Company for tax year 2008 and concluded that there were no adjustments resulting from the audit. While the statutes are closed for tax year 2008, the U.S. federal tax carryforwards (net operating losses and tax credits) may be adjusted by the IRS in the year in which the carryforward is utilized. |
Geographical Information
Geographical Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographical Information | Geographical Information The chief operating decision maker is the Company's Chief Executive Officer, who makes resource allocation decisions and assesses business performance based on financial information presented on a consolidated basis. There are no segment managers who are held accountable by the chief operating decision maker, or anyone else, for operations, operating results, and planning for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single reportable segment and operating segment structure. Revenue Revenue by geography, based on each customer's location, is shown in Note 10, "Revenue Recognition". Property, Plant and Equipment December 31, 2021 2020 United States $ 18,537 $ 14,686 Brazil 54,247 16,845 Europe 51 1,344 $ 72,835 $ 32,875 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition of Ecofabulous Cosmetics On January 26, 2022, the Company and certain of its subsidiaries entered into an Agreement and Plan of Merger with Zem Joaquin and No Planet B Investments, LLC for the acquisition of 70% of No Planet B LLC (EcoFabulous Cosmetics), a privately held company providing Gen Z consumers affordably priced skin care and color cosmetics with an emphasis on sustainability, product performance and efficacy, for an aggregate consideration that consists of an issuance by the Company of shares of the Company’s common stock representing less than 1% of the Company’s outstanding shares. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Consolidation | Basis of Consolidation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (U.S. GAAP). The consolidated financial statements include the accounts of Amyris, Inc. and its wholly-owned and partially-owned subsidiaries in which the Company has a controlling financial interest after elimination of all significant intercompany accounts and transactions. |
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 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. |
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 tangible and identifiable intangible assets acquired and liabilities assumed 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 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. |
Derivatives | Derivatives Embedded derivatives that are required to be bifurcated from the underlying debt instrument (i.e., host) and free standing equity instruments that do not meet the derivative scope exception and equity classification criteria in ASC 815, “Derivatives and Hedging” are accounted for and valued as separate financial instruments. The Company has evaluated the terms and features of its convertible notes and free standing equity instruments requiring bifurcation and have accounted for these instruments at fair value, using the valuation techniques mentioned in the Fair Value Measurements section of this Note. |
Fair Value Measurements | Fair Value Measurements The carrying amounts of certain financial instruments, such as cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The Company measures the following financial liabilities at fair value: • Warrants to purchase common stock and freestanding and bifurcated derivatives in connection with certain debt and equity financings; and • Foris Convertible Note (see Note 3, "Fair Value Measurement" and Note 4, "Debt", for which the Company elected the fair value option of accounting. Fair value is based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Where available, fair value is based on or derived from observable market prices or other observable inputs. Where observable prices or inputs are not available, valuation techniques are applied. These valuation techniques involve some level of management estimation and judgement, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Changes to the inputs, including the closing price of the Company common stock at each period end, used in these valuation models can have a significant impact on the estimated fair value of the Senior Convertible Notes, Foris Convertible Note and the Company's freestanding derivatives. For example, a decrease (increase) in the estimated credit spread for the Company results in an increase (decrease) in estimated fair value. Conversely, a decrease (increase) in the Company’s closing stock price at period end results in a decrease (increase) in estimated fair value of these instruments. The changes during 2021, 2020 and 2019 in the fair values of the warrants and bifurcated compound embedded derivatives are primarily related to the change in price of the Company's common stock and are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of derivative instruments”. The fair value of debt instruments for which the Company has not elected fair value accounting, is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. Most of the Company's debt is carried on the consolidated balance sheet on a historical cost basis net of unamortized discounts and premiums, because the Company has not elected the fair value option of accounting. However, for the Senior Convertible Notes, the Company elected fair value accounting at the issue date in 2018, and for the Foris Convertible Note at the reissue date in June 2020, so the balances reported for those debt instruments represent fair value as of the applicable balance sheet date; see Note 3, "Fair Value Measurement" for additional information. Changes in fair value of the Senior Convertible Notes and the Foris Convertible Note are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of debt”. For all debt instruments, including any for which the Company has elected fair value accounting, the Company classifies interest that has been accrued during each period as Interest expense on the consolidated statements of operations. |
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 consolidated financial statements. |
Intangible Assets | Intangible Assets Intangible assets are comprised primarily of customer relationships, trademarks and trade names, developed technology, patents and other intellectual property 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 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. |
Impairment | Impairment Long-lived assets that are held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the difference between the fair value of the asset and its carrying value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Inventories | Inventories Inventories, which consist of farnesene-derived products, flavors and fragrances ingredients and clean beauty products, are stated at the lower of actual cost or net realizable value and are categorized as finished goods, work in process or raw material inventories. The Company evaluates the recoverability of its inventories based on assumptions about expected demand and net realizable value. If the Company determines that the cost of inventories exceeds their estimated net realizable value, the Company records a write-down equal to the difference between the cost of inventories and the estimated net realizable value. If actual net realizable values are less favorable than those projected by management, additional inventory write-downs may be |
Leases | Leases The Company has operating leases primarily for administrative offices, retail space, laboratory equipment and other facilities and certain third-party manufacturing agreements deemed to contain an embedded lease. The operating leases have remaining terms that range from 1 year to 18 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 to 5 years and are included in the lease term when it is reasonably certain that the Company will exercise the option. The operating leases are classified as ROU assets under operating leases on the Company's 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 consolidated balance sheets. The Company has entered into financing leases primarily for laboratory and computer equipment. Assets purchased under financing leases are included in "Right-of-use assets under financing leases, net" on the consolidated balance sheets. For financing leases, the associated assets are depreciated or amortized over the shorter of the relevant useful life of each asset or the lease term. Operating and Financing lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Because the rate implicit in the Company’s lease agreements is typically 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 that may contain lease and non-lease components, which the Company has elected to treat as a single lease component. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment are recorded at cost. Depreciation and amortization are computed straight-line based on the estimated useful lives of the related assets, ranging from 3 to 15 years for machinery, equipment and fixtures, and 15 years for buildings. Leasehold improvements are amortized over their estimated useful lives or the period of the related lease, whichever is shorter. The Company expenses costs for maintenance and repairs and capitalizes major replacements, renewals and betterments. For assets retired or otherwise disposed, both cost and accumulated depreciation are eliminated from the asset and accumulated depreciation accounts, and gains or losses related to the disposal are recorded in the statement of operations for the period. |
Recoverable Taxes from Brazilian Government Entities | Recoverable Taxes from Brazilian Government Entities Recoverable taxes from Brazilian government entities represent value-added taxes paid on purchases in Brazil, which are reclaimable from the Brazilian tax authorities, net of reserves for amounts estimated not to be recoverable. |
Noncontrolling Interest And Contingently Redeemable Noncontrolling Interest | Noncontrolling Interest and Contingently Redeemable Noncontrolling interest Noncontrolling interests represent the portion of net income (loss), net assets and comprehensive income (loss) that is not allocable to the Company, in situations where the Company consolidates its equity investment in a joint venture or as the primary beneficiary of a variable-interest entity (VIE) for which there are other owners. The amount of noncontrolling interest is comprised of the amount of such interests at the date of the Company's original acquisition of an equity interest or involvement in a joint venture, plus the other shareholders' share of changes in equity since the date the Company made an investment in the joint venture. If a noncontrolling interest is contingently redeemable under circumstances that are not solely within the control of the Company, the contingently redeemable noncontrolling interest is presented in the balance sheet and statement of stockholders’ equity (deficit) and mezzanine equity outside of permanent equity in accordance with SEC’s Accounting Series Release 268, Presentation in Financial Statements of Redeemable Preferred Stocks (ASR 268). |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. The Company places its cash equivalents and investments (if any) with high credit quality financial institutions and, by policy, limits the amount of credit exposure with any one financial institution. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash and cash equivalents and short-term investments. The Company performs ongoing credit evaluation of its customers, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of renewable products, licenses and royalties from intellectual property, and grants and collaborative research and development services. Revenue is measured based on the consideration specified in a contract with a customer, and the transaction price is allocated utilizing stand-alone selling price. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring control over a product or service to a customer. The Company generally does not incur costs to obtain new contracts. The costs to fulfill a contract are expensed as incurred. The Company accounts for a contract when it has approval and commitment to perform from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of the consideration is probable. Changes to contracts are assessed for whether they represent a modification or should be accounted for as a new contract. The Company considers the following indicators, among others, when determining if it is acting as a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified goods or service, (ii) the Company has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) the Company has discretion in establishing the price for the specified good or service. If a transaction does not meet the Company's indicators of being a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis. The Company’s significant contracts and contractual terms with its customers are presented in Note 10, "Revenue Recognition". The Company recognizes revenue when control of the good or service has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) the customer has legal title to the product, (ii) the Company has transferred physical possession of the product or service to the customer, (iii) the Company has a right to receive payment for the product or service, (iv) the customer absorbs the significant risks and rewards of ownership of the product and (v) the customer has accepted the product. For most of the Company's renewable products customers, supply agreements between the Company and each customer indicate when transfer of title occurs. In some cases, the Company may make a payment to a customer. When that occurs, the Company evaluates whether the payment is for a distinct good or service from the customer. If the fair value of the goods or services is greater than or equal to the amount paid to the customer, then the entire payment is treated as a purchase. If, on the other hand, the fair value of goods or services is less than the amount paid, then the difference is treated as a reduction in transaction price of the Company's sales to the customer or a reduction of cumulative to-date revenue recognized from the customer in the period the payment is made or goods or services are received from the customer. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company's contracts may contain multiple performance obligations if a promise to transfer the individual goods or services is separately identifiable from other promises in the contracts and, therefore, is considered distinct. For contracts with multiple performance obligations, the Company determines the standalone selling price of each performance obligation and allocates the total transaction price using the relative selling price basis. The following is a description of the principal goods and services from which the Company generates revenue. Renewable Product Sales Revenues from renewable product sales are recognized as a distinct performance obligation on a gross basis as the Company is acting as a principal in these transactions, with the selling price to the customer recorded net of discounts and allowances. Revenues are recognized at a point in time when control has passed to the customer, which typically occurs when the renewable products leaves the Company’s facilities with the first transportation carrier. The Company, on occasion, may recognize revenue under a bill and hold arrangement, whereby the customer requests and agrees to purchase product but requests delivery at a later date. Under these arrangements, control transfers to the customer when the product is ready for delivery, which occurs when the product is identified separately as belonging to the customer, the product is ready for shipment to the customer in its current form, and the Company does not have the ability to direct the product to a different customer. It is at this point the Company has the right to receive payment, the customer obtains legal title, and the customer has the significant risks and rewards of ownership. The Company’s renewable product sales do not include rights of return, except for direct-to-consumer products, for which the Company estimates sales returns subsequent to sale and reduces revenue accordingly. For renewable products other than direct-to-consumer, returns are accepted only if the product does not meet product specifications and such nonconformity is communicated to the Company within a set number of days of delivery. The Company offers a two-year assurance-type warranty to replace or reprocess its ingredient products that do not meet Company-established criteria as set forth in the Company’s trade terms. An estimate of the cost to replace the or reprocess its ingredient products sold is made based on a historical rate of experience and recognized as a liability and related expense when the renewable product sale is consummated. Licenses and Royalties Licensing of Intellectual Property: When the Company’s intellectual property licenses are determined to be distinct from the other performance obligations identified in the arrangement, revenue is recognized from non-refundable, up-front fees allocated to the license at a point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For intellectual property licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front-fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognized. Royalties from Licensing of Intellectual Property: The Company earns royalties from the licensing of its intellectual property whereby the licensee uses the intellectual property to produce and sell its products to its customers and the Company shares in the profits. When the Company’s intellectual property license is the only performance obligation, or it is the predominant performance obligation in arrangements with multiple performance obligations, the Company applies the sales-based royalty exception which requires the Company to estimate the revenue that is recognized at a point in time when the licensee’s product sales occur. Estimates of sales-based royalty revenues are made using the most likely outcome method, which is the single amount in a range of possible amounts, using the best evidence available at the time, derived from the licensee’s historical sales volumes and sales prices of its products and recent commodity market pricing data and trends. Estimates are adjusted to actual or as new information becomes available. When the Company’s intellectual property license is not the predominant performance obligation in arrangements with multiple performance obligations, the royalty represents variable consideration and is allocated to the transaction price of the predominant performance obligation which generally is the supply of renewable products to the Company's customers. Revenue is estimated and recognized at a point in time when the renewable products are delivered to the customer. Estimates of the amount of variable consideration to include in the transaction price are made using the expected value method, which is the sum of probability-weighted amounts in a range of possible amounts determined based on the cost to produce the renewable product plus a reasonable margin for the profit share. The Company only includes an amount of variable consideration in the transaction price to the extent it is probable that a significant reversal in the cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Also, the transaction price is reduced for estimates of customer incentive payments payable by the Company for certain customer contracts. Collaborations, Grants and Other Collaborative Research and Development Services: The Company earns revenues from collaboration agreements with customers to perform research and development services to develop new molecules using the Company’s technology and to scale production of the molecules for commercialization and use in the collaborator’s products. The collaboration agreements generally include providing the Company's collaboration partners with research and development services and with licenses to the Company’s intellectual property to use the technology underlying the development of the molecules and to sell its products that incorporate the technology. The terms of the Company's collaboration agreements typically include one or more of the following: (i) advance payments for the research and development services that will be performed, (ii) nonrefundable upfront license payments, (iii) milestone payments to be received upon the achievement of the milestone events defined in the agreements, (iv) milestone payments at fixed intervals based on the passage of time, (v) payments for inventory manufactured under supply agreements upon the commercialization of the molecules, and (vi) royalty payments upon the commercialization of the molecules in which the Company shares in the customer’s profits. Collaboration agreements are evaluated at inception to determine whether the intellectual property licenses represent distinct performance obligations separate from the research and development services. If the licenses are determined to be distinct, the non-refundable upfront license fee is recognized as revenue at a point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license while the research and development service fees are recognized over time as the performance obligations are satisfied. The research and development service fees represent variable consideration. Estimates of the amount of variable consideration to include in the transaction price are made using the expected value method, which is the sum of probability-weighted amounts in a range of possible amounts. The Company only includes an amount of variable consideration in the transaction price to the extent it is probable that a significant reversal in the cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Revenue is recognized over time using either an input-based measure of labor hours expended or a time-based measure of progress towards the satisfaction of the performance obligations. The measure of progress is evaluated each reporting period and, if necessary, adjustments are made to the measure of progress and the related revenue recognized. Collaboration agreements that include milestone payments are evaluated at inception to determine whether the milestone events are considered probable of achievement, and estimates are made of the amount of the milestone payments to include in the transaction price using the most likely amount method which is the single amount in a range of possible amounts. If it is probable that a significant revenue reversal will not occur, the estimated milestone payment amount is included in the transaction price. Each reporting period, the Company re-evaluates the probability of achievement of the milestone events and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative basis, which would affect collaboration revenues in the period of adjustment. Generally, revenue is recognized using an input-based measure of progress towards the satisfaction of the performance obligations which can be labor hours expended or time-based in proportion to the estimated total project effort or total projected time to complete. The measure of progress is evaluated each reporting period and, if necessary, adjustments are made to the measure of progress and the related revenue recognized. Certain performance obligations are associated with technical achievements that require customer acceptance. Revenue generated from the performance of services in accordance with these types of milestones is recognized upon confirmation from the customer that the milestone has been achieved. In these cases, amounts recognized are constrained to the amount of consideration received upon achievement of the milestone. The Company generally invoices its collaboration partners on a monthly or quarterly basis, or upon the completion of the effort or achievement of a milestone, based on the terms of each agreement. Contract liabilities arise from amounts received in advance of performing the research and development activities and are recognized as revenue in future periods as the performance obligations are satisfied. Contract assets arise from services provided or completed performance obligations that are not yet billed to the customer. Grants: The Company earns revenues from grants with government agencies to, among other things, provide research and development services to develop molecules using the Company’s technology, and create research and development tools to improve the timeline and predictability for scaling molecules from proof of concept to market by reducing time and costs. Grants typically consist of research and development milestone payments to be received upon the achievement of the milestone events defined in the agreements. The milestone payments are evaluated at inception to determine whether the milestone events are considered probable of achievement and estimates are made of the amount of the milestone payments to include in the transaction price using the most likely amount method which is the single amount in a range of possible amounts. If it is probable that a significant revenue reversal will not occur, the estimated milestone payment amount is included in the transaction price. Each reporting period, the Company re-evaluates the probability of achievement of the milestone events and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative basis, which would affect grant revenues in the period of adjustment. Revenue is recognized over time using a time-based measure of progress towards the satisfaction of the performance obligations. The measure of progress is evaluated each reporting period and, if necessary, adjustments are made to the measure of progress and the related revenue recognized. The Company receives certain consideration from AICEP Portugal Global (AICEP), an entity funded by the government of Portugal, under the Consortium Internal Regulatory Agreement and an AICEP Investment Contract (the “Agreements”) entered into by Amyris (the “Company”) with Universidade Católica Portuguesa (UCP) Porto Campus. The Company considered this arrangement to be a government grant and accounts for the arrangement under International Accounting Standard 20 “Accounting for Government Grants and Disclosure of Government Assistance”. Grant revenue is recognized when there is reasonable assurance that monies will be received and that conditions attached to the grant have been met. |
Cost of Products Sold | Cost of Products Sold Cost of products sold reflects the production costs of renewable products, and includes the cost of raw materials, in-house manufacturing labor and overhead, amounts paid to contract manufacturers, including amortization of tolling fees, and period costs including inventory write-downs resulting from applying lower of cost or net realizable value inventory adjustments. Cost of products sold also includes certain costs related to the scale-up of production. Shipping and handling costs charged to customers are recorded as revenues. Inbound shipping costs for raw materials are included in cost of products sold. The Company recognizes deferred cost of products sold as an asset on the balance sheet when a cost is incurred in connection with a revenue performance obligation that will not be fulfilled until a future period. The Company also recorded a deferred cost of products sold asset for the fair value of amounts paid to DSM under a supply agreement for manufacturing capacity to produce its sweetener product at the Brotas facility in Brazil. The deferred cost of products sold asset is allocated to inventory and expensed to cost of products sold on a units of production basis over the five-year term of the supply agreement. On a quarterly basis, the Company evaluates its future production volumes for its sweetener product and adjusts the unit cost to be expensed over the remaining estimated production volume. The Company also periodically evaluates the asset for impairment indicators and recoverability based on changes in business strategy and product demand trends over the term of the supply agreement. |
Research and Development | Research and Development Research and development costs are expensed as incurred and include costs associated with research performed pursuant to collaborative agreements and government grants, including internal research. Research and development costs consist of direct and indirect internal costs related to specific projects, as well as fees paid to others that conduct certain research activities on the Company’s behalf. |
Debt Extinguishment | Debt Extinguishment The Company accounts for the income or loss from extinguishment of debt in accordance with ASC 470, Debt, which indicates that for all extinguishments of debt, including instances where the terms of a debt instrument are modified in a manner that significantly changes the underlying cash flows, the difference between the reacquisition consideration and the net carrying amount of the debt being extinguished should be recognized as gain or loss when the debt is extinguished. Losses from debt extinguishment are shown in the consolidated statements of operations under "Other income (expense)" as "Loss upon extinguishment of debt". |
Stock-based Compensation | Stock-based CompensationThe Company accounts for stock-based employee compensation plans under the fair value recognition and measurement provisions of U.S. GAAP. Those provisions require all stock-based payments to employees, including grants of stock options and restricted stock units (RSUs), to be measured using the grant-date fair value of each award. The Company recognizes stock-based compensation expense net of expected forfeitures over each award's requisite service period, which is generally the vesting term. Expected forfeiture rates are estimated based on the Company's historical experience. |
Income Taxes | Income Taxes The Company is subject to income taxes in the United States and foreign jurisdictions and uses estimates to determine its provisions for income taxes. The Company uses the asset and liability method of accounting for income taxes, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. The Company recognizes a valuation allowance against its net deferred tax assets unless it is more likely than not that such deferred tax assets will be realized. This assessment requires judgement as to the likelihood and amounts of future taxable income by tax jurisdiction. The Company applies the provisions of Financial Accounting Standards Board (FASB) guidance on accounting for uncertainty in income taxes. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability, and the tax benefit to be recognized is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgement, and such judgements may change as new information becomes available. |
Foreign Currency Translation | Foreign Currency Translation The assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, are translated from their respective functional currencies into U.S. dollars at the rates in effect at each balance sheet date, and revenue and expense amounts are translated at average rates during each period, with resulting foreign currency translation adjustments recorded in other comprehensive loss, net of tax, in the consolidated statements of stockholders’ equity (deficit). As of December 31, 2021 and 2020, cumulative translation adjustment, net of tax, was $52.8 million and $47.4 million, respectively. Where the U.S. dollar is the functional currency, remeasurement adjustments are recorded in other income (expense), net in the accompanying consolidated statements of operations. For the year ended December 31, 2021, the Company recorded a $0.6 million gain resulting from foreign exchange transactions. For the years ended December 31, 2020 and 2019, the Company recorded losses of $0.7 million and $0.2 million, respectively, resulting from foreign exchange transactions. |
Accounting Standards or Updates Recently Adopted and Accounting Standards or Updates Not Yet Adopted | Accounting Standards or Updates Recently Adopted During the year ended December 31, 2021 the Company adopted the following Accounting Standards Updates (ASUs): 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. Because the Company met the SEC definition of a smaller reporting company when ASU 2016-13 was issued, this new accounting standard 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. Adoption of this standard will, in connection with the Convertible Senior Notes that the Company issued in November 2021 (see Note 4, "Debt"), decrease stockholders' equity by $368 million, increase debt by the same amount, and increase the January 1, 2022 opening balance of retained earnings by $6.3 million for debt discount accretion expense that was recorded prior to adoption. Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This update requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers . This standard will be effective for the Company in the first quarter of 2023 and will be applied prospectively to business combinations occurring on or after the effective date of the standard. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the guidance and the impact on its consolidated financial statements and related disclosures. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedules of Concentration of Risk | Customers representing 10% or greater of accounts receivable were as follows: As of December 31, 2021 2020 Customer A (related party) 13% 27% Customer B 16% 2% Customer C 8% 17% Customer D ** 13% ______________ ** Less than 10% Customers representing 10% or greater of revenue were as follows: Years Ended December 31, Year First Customer 2021 2020 2019 Customer A (related party) 2017 51% 30% 35% Customer C 2014 ** 10% ** Customer E 2019 ** ** 12% ______________ |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Allowance for Doubtful Accounts | Allowance for doubtful accounts activity and balances were as follows: (In thousands) Balance at Beginning of Year Provisions Write-offs, Net Balance at End of Year Allowance for doubtful accounts: Year Ended December 31, 2021 $ 137 $ 808 $ — $ 945 Year Ended December 31, 2020 $ 45 $ 92 $ — $ 137 Year Ended December 31, 2019 $ 642 $ 110 $ (707) $ 45 |
Schedule of Inventories | Inventories December 31, 2021 2020 Raw materials $ 25,733 $ 11,800 Work in process 6,941 10,760 Finished goods 42,396 20,302 Total inventories $ 75,070 $ 42,862 |
Schedule of Deferred Cost of Products Sold | Deferred cost of products sold — related party December 31, 2021 2020 Deferred cost of products sold - related party $ — $ 9,801 Deferred cost of products sold, noncurrent - related party — 9,939 Total $ — $ 19,740 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets December 31, 2021 2020 Prepayments, advances and deposits $ 25,140 $ 6,637 Non-inventory production supplies 3,956 3,989 Recoverable taxes from Brazilian government entities 1,188 1,063 Other 3,229 1,414 Total prepaid expenses and other current assets $ 33,513 $ 13,103 |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment, net December 31, 2021 2020 Machinery and equipment $ 51,855 $ 50,415 Leasehold improvements 45,780 45,197 Computers and software 9,174 6,741 Furniture and office equipment, vehicles and land 3,688 3,507 Construction in progress 48,032 7,250 Total property, plant and equipment, gross 158,529 113,110 Less: accumulated depreciation and amortization (85,694) (80,235) Total property, plant and equipment, net $ 72,835 $ 32,875 |
Schedule Of Depreciation And Amortization | During the years ended December 31, 2021, 2020 and 2019, depreciation and amortization expense, which includes amortization of financing lease assets, was as follows: Years Ended December 31, 2021 2020 2019 Depreciation and amortization $ 8,745 $ 8,508 $ 5,358 |
Schedule of Goodwill | The changes in the carrying amount of goodwill were as follows: Year ended December 31, 2021 2020 Beginning balance $ — $ — Acquisitions 133,025 — Effect of currency translation adjustment (1,766) — Ending balance $ 131,259 $ — |
Schedule of Finite-Lived Intangible Assets | The following table summarizes the components of intangible assets (in thousands, except estimated useful life): December 31, 2021 December 31, 2020 Estimated Useful Life (in Years) Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Trademarks and trade names 10 $ 11,484 $ 496 $ 10,988 $ — $ — $ — Customer relationships 5 - 16 8,197 267 7,930 — — — Developed technology 12 19,962 200 19,762 — — — Patents 17 600 15 585 — — — $ 40,243 $ 978 $ 39,265 $ — $ — $ — |
Finite-lived Intangible Assets Amortization Expense | Total future amortization estimated as of December 31, 2021 is as follows (in thousands): 2022 $ 2,291 2023 3,559 2024 4,602 2025 4,804 2026 4,670 Thereafter 19,339 Total future amortization $ 39,265 |
Schedule of Lease Cost | Information related to the Company's right-of-use assets and related lease liabilities were as follows: 2021 2020 Cash paid for amounts included in the measurements of operating lease liabilities $7,791 $7,717 Right-of-use assets obtained in exchange for new operating lease obligations $17,184 $— Weighted-average remaining lease term in years 7.7 2.5 Weighted-average discount rate 19.3% 18.0% |
Schedule of Lessee, Lease Liability Maturity | Maturities of lease liabilities as of December 31, 2021 were as follows: Years Ending December 31, Financing Leases Operating Leases Total Lease Obligations 2022 $ 150 $ 12,309 $ 12,459 2023 21 7,641 7,662 2024 21 4,287 4,308 2025 21 4,181 4,202 2026 17 4,191 4,208 Thereafter — 20,020 20,020 Total future minimum payments 230 52,629 52,859 Less: amount representing interest (29) (25,111) (25,140) Present value of minimum lease payments 201 27,518 27,719 Less: current portion (140) (7,689) (7,829) Long-term portion $ 61 $ 19,829 $ 19,890 |
Schedule of Other Assets | Other assets December 31, 2021 2020 Equity-method investments in affiliates $ 9,443 $ 2,380 Deposits 129 128 Other 994 1,196 Total other assets $ 10,566 $ 3,704 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities December 31, 2021 2020 Beauty Labs deferred consideration payable (1) $ 30,000 $ — Accrued interest 9,572 9,327 Payroll and related expenses 9,151 8,230 Liability in connection with acquisition of equity-method investment 8,735 — Asset retirement obligation (2) 3,336 3,041 Professional services 2,447 994 Contract termination fees 1,345 5,344 License fee payable 1,050 — Tax-related liabilities 988 656 Ginkgo partnership payments obligation — 878 Other 4,833 2,237 Total accrued and other current liabilities $ 71,457 $ 30,707 ______________ (1) The Beauty Labs deferred consideration will be settled with Amyris common stock in February 2022. See Note 12, "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 December 31, 2021 2020 Liability for unrecognized tax benefit $ 4,296 $ 7,496 Contract liabilities, net of current portion 111 111 Ginkgo partnership payments, net of current portion — 7,277 Liability in connection with acquisition of equity-method investment — 6,771 Other 103 1,099 Total other noncurrent liabilities $ 4,510 $ 22,754 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | As of December 31, 2021 and 2020, the Company’s financial liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows: December 31, 2021 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Foris Convertible Note (LSA Amendment) $ — $ — $ 107,427 $ 107,427 $ — $ — $ 123,164 $ 123,164 Senior Convertible Notes — — — — — — 53,387 53,387 Freestanding derivative instruments issued in connection with debt and equity instruments — — 7,062 7,062 — — 8,451 8,451 Embedded derivatives bifurcated from debt instruments — — — — — — 247 247 Total liabilities measured and recorded at fair value $ — $ — $ 114,489 $ 114,489 $ — $ — $ 185,249 $ 185,249 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | For the years ended December 31, 2021, 2020 and 2019, the Company recorded a $54.4 million loss, a $38.7 million loss and a $3.8 million gain 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 November 14, 2019 $ 54,425 Less: gain from change in fair value (3,801) Equals: fair value at December 31, 2019 50,624 Less: principal repaid in cash (17,950) Less: principal converted into common stock (18,030) Add: loss from change in fair value 38,743 Fair value at December 31, 2020 53,387 Add: 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 December 31, 2021 $ — The fair value of contingent consideration is classified as Level 3. The changes in fair value are as follows: (In thousands) Beginning balance January 1, 2021 $ — Costa Brazil 8,100 MG Empower 4,071 Olika 13,463 Beauty Labs 39,128 Change in fair value of contingent consideration — Ending balance December 31, 2021 $ 64,762 |
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 (1,452) Derecognition on settlement or extinguishment (184) Balance at December 31, 2021 $ 7,062 |
Fair Value Measurement Inputs and Valuation Techniques | Input assumptions for these freestanding instruments measured during the 12 months ended December 31, 2021 and 2020 were as follows: Year ended December 31, 2021 2020 Fair value of common stock on valuation date $5.41 – $19.10 $2.56 – $6.18 Exercise price of warrants $2.87 – $2.87 $2.87 – $3.25 Expected volatility 107% – 114% 94% – 117% Risk-free interest rate 0.16% – 0.73% 0.13% – 1.58% Expected term in years 2.00 – 2.00 1.00 – 2.00 Dividend yield 0% 0% The market-based assumptions and estimates used in valuing the embedded derivative liabilities during the applicable year include values in the following ranges/amounts (note that there were no embedded derivative liabilities at December 31, 2021): Year ended December 31, 2021 2020 Risk-free interest rate None 0.1% - 1.6% Risk-adjusted discount yield None 18.0% - 27.0% Stock price volatility None 96% Probability of change in control 5.0% Stock price None $2.56 - $6.18 Credit spread None 17.9% - 36.8% Estimated conversion dates None 2022 - 2023 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | 2021 2020 (In thousands) Principal Unaccreted Debt (Discount) Premium Fair Value Adjustment Net Principal Unaccreted Debt (Discount) Premium Fair Value Adjustment Net Convertible notes payable 2026 convertible senior notes $ 690,000 $ (380,939) $ — $ 309,061 $ — $ — $ — $ — Senior convertible notes — — — — 30,020 — 23,367 53,387 690,000 (380,939) — 309,061 30,020 — 23,367 53,387 Related party convertible notes payable Foris convertible note 50,041 — 57,386 107,427 50,041 — 73,123 123,164 Loans payable and credit facilities Schottenfeld notes — — — — 12,500 (240) — 12,260 Ginkgo note — — — — 12,000 — — 12,000 Nikko notes — — — — 2,802 (759) — 2,043 Other loans payable 896 — — 896 1,227 — — 1,227 896 — — 896 28,529 (999) — 27,530 Related party loans payable DSM notes — — — — 33,000 (2,443) — 30,557 Naxyris note — — — — 23,914 (493) — 23,421 Foris $5M note — — — — 5,000 — — 5,000 — — — — 61,914 (2,936) — 58,978 Total debt $ 740,937 $ (380,939) $ 57,386 417,384 $ 170,504 $ (3,935) $ 96,490 263,059 Less: current portion (108,323) (77,437) Long-term debt, net of current portion $ 309,061 $ 185,622 |
Schedule of Long-term Debt Instruments | Future minimum payments under the debt agreements as of December 31, 2021 are as follows: Years ending December 31 Convertible Notes Loans Payable and Credit Facilities Related Party Convertible Notes Total 2022 $ 10,321 $ 1,104 $ 59,578 $ 71,003 2023 10,350 — — 10,350 2024 10,350 — — 10,350 2025 10,350 — — 10,350 2026 700,379 — — 700,379 Thereafter — — — — Total future minimum payments 741,750 1,104 59,578 802,432 Less: amount representing interest (1) (51,750) (208) (9,537) (61,495) Less: future conversion of accrued interest to principal — — — — Present value of minimum debt payments 690,000 896 50,041 740,937 Less: current portion of debt principal — (896) (50,041) (50,937) Noncurrent portion of debt principal $ 690,000 $ — $ — $ 690,000 ______________ (1) Excluding debt discount of $380.9 million that will be accreted to interest expense over the term of the debt. |
Schedule of Extinguishment of Debt Instruments | During the year ended December 31, 2021, the Company extinguished the following debt instruments and the Ginkgo partnership liability: Debt Instrument How Extinguished Principal Extinguished Gain (Loss) Upon Extinguishment Convertible notes payable Senior convertible notes Conversion into common stock $ 30,020 $ 2,619 Loans payable and credit facilities Schottenfeld notes Conversion into common stock 12,500 (28,885) Ginkgo note Paid in cash 12,000 (9) Nikko notes Paid in cash 2,803 (680) Other loans payable Paid in cash 262 — Related party loans payable DSM notes Paid in cash 33,000 (2,110) Naxyris note Paid in cash 23,914 (1,715) Foris $5M note Paid in cash 5,000 (5) Debt subtotal 119,499 (30,785) Ginkgo partnership liability Paid in cash 10,627 (1,679) Grand total $ 130,126 $ (32,464) |
Schedule of Debt Conversions | The following table sets forth the components of the 2026 Convertible Senior Notes as of December 31, 2021: (in thousands) Liability component: Principal $ 690,000 Less: value of cash conversion feature, net of accretion (361,981) Less: debt issuance costs, net of accretion (18,958) Net carrying amount $ 309,061 Equity component recorded at issuance: Value of cash conversion feature $ 367,974 In connection with various debt transactions (see Note 4, "Debt"), the Company issued certain convertible notes that are convertible into shares of common stock as follows as of December 31, 2021, at the election of each debtholder: When Convertible Number of Shares Instrument Is Convertible into as of December 31, 2021 2026 convertible senior notes At any time from January 1, 2022 until November 15, 2026 86,683,389 Foris convertible note At any time until July 1, 2022 16,680,334 103,363,723 |
Schedule of Interest Expense Of Debt Instruments | The following table sets forth interest expense recognized related to the 2026 Convertible Senior Notes for the year ended December 31, 2021: (in thousands) Accretion of debt discount $ 6,306 Interest expense accrued 1,293 Total interest expense recognized $ 7,599 Effective interest rate of the liability component 16.6 % |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Debt Conversions | The following table sets forth the components of the 2026 Convertible Senior Notes as of December 31, 2021: (in thousands) Liability component: Principal $ 690,000 Less: value of cash conversion feature, net of accretion (361,981) Less: debt issuance costs, net of accretion (18,958) Net carrying amount $ 309,061 Equity component recorded at issuance: Value of cash conversion feature $ 367,974 In connection with various debt transactions (see Note 4, "Debt"), the Company issued certain convertible notes that are convertible into shares of common stock as follows as of December 31, 2021, at the election of each debtholder: When Convertible Number of Shares Instrument Is Convertible into as of December 31, 2021 2026 convertible senior notes At any time from January 1, 2022 until November 15, 2026 86,683,389 Foris convertible note At any time until July 1, 2022 16,680,334 103,363,723 |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table summarizes warrant activity for the year ended December 31, 2021: Transaction Year Issued Expiration Date Number Outstanding as of December 31, 2020 Additional Warrants Issued Exercises Expired Weighted-average Exercise Price per Share of Warrants Exercised Number Outstanding as of December 31, 2021 Exercise Price per Share as of December 31, 2021 High Trail / Silverback warrants 2020 July 10, 2022 3,000,000 — (2,000,000) — $ 2.87 1,000,000 $ 3.25 2020 PIPE right shares 2020 3,484,321 — (3,484,321) — $ 2.87 — $ — January 2020 warrant exercise right shares 2020 January 31, 2022 4,939,159 — (4,507,781) — $ 2.87 431,378 $ 2.87 April 2019 PIPE warrants 2019 3,371,989 — (3,371,989) — $ 4.93 — $ — September and November 2019 Investor Credit Agreement warrants 2019 5,183,551 — (5,183,551) — $ 2.87 — $ — Naxyris LSA warrants 2019 2,000,000 — (2,000,000) — $ 2.87 — $ — October 2019 Naxyris warrant 2019 2,000,000 — (2,000,000) — $ 3.87 — $ — May-June 2019 6% Note Exchange warrants 2019 2,181,818 — (2,181,818) — $ 3.06 — $ — May 2019 6.50% Note Exchange warrants 2019 January 31, 2022 960,225 — — — nm 960,225 $ 2.87 July 2019 Wolverine warrant 2019 1,080,000 — (1,080,000) — $ 2.87 — $ — May 2017 cash warrants 2017 July 10, 2022 6,078,156 — (4,585,504) — $ 2.87 1,492,652 $ 2.87 August 2017 cash warrants 2017 3,968,116 — (3,968,116) — $ 2.87 — $ — May 2017 dilution warrants 2017 July 10, 2022 3,085,893 — (3,028,983) — $ — 56,910 $ — August 2017 dilution warrants 2017 3,028,983 — (3,028,983) — $ — — $ — February 2016 related party private placement 2016 19,048 — — (19,048) nm — $ — July 2015 related party debt exchange 2015 July 29, 2025 58,690 — — — nm 58,690 $ 0.15 Other 2011 1,406 — — (1,406) nm — $ — 44,441,355 — (40,421,046) (20,454) $ 2.67 3,999,855 __________________ 1 "nm" indicates not meaningful, as there were no exercises. |
Consolidated Variable-interes_2
Consolidated Variable-interest Entities and Unconsolidated Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following presents the carrying amounts of the Aprinnova JV’s assets and liabilities included in the accompanying consolidated balance sheets. Assets presented below are restricted for settlement of the Aprinnova JV's obligations and all liabilities presented below can only be settled using the Aprinnova JV resources. December 31, 2021 2020 Assets $ 27,521 $ 24,114 Liabilities $ 5,575 $ 1,490 The following presents the carrying amounts of the RealSweet JV’s assets and liabilities included in the accompanying consolidated balance sheets. Assets presented below are restricted for settlement of the RealSweet JV's obligations and all liabilities presented below can only be settled using the RealSweet JV resources. December 31, (In thousands) 2021 Assets $ 58,340 Liabilities $ 8,411 December 31, (In thousands) 2021 2020 Assets $10,817 $0 Liabilities $5,132 $0 As of December 31, 2021, each of the investors held equity ownership in Novvi as follows: Amyris, Inc. 17.6 % American Refining Group, Inc. 6.8 % Chevron U.S.A., Inc. 64.3 % H&R Group US, Inc. 11.3 % 100.0 % |
Redeemable Noncontrolling Interest | The change in noncontrolling interest for the Aprinnova JV for the years ended December 31, 2021 and 2020 is as follows: Year Ended December 31, 2021 2020 Balance at beginning of year $ 5,319 $ 609 Income attributable to noncontrolling interest 5,649 4,710 Distribution to noncontrolling interest (4,703) — Balance at end of year $ 6,265 $ 5,319 The change in contingently redeemable noncontrolling interest for the RealSweet JV for the year ended December 31, 2021 is as follows: Year Ended December 31, (In thousands) 2021 Balance at beginning of year $ — Contribution by contingently redeemable noncontrolling interest 28,520 Balance at end of year $ 28,520 The change in noncontrolling interest for CBC for the years ended December 31, 2021 and 2020 is as follows: Year Ended December 31, 2021 2020 Balance at beginning of year $(538) $0 Loss attributable to noncontrolling interest (6,463) (538) Balance at end of year $(7,001) $(538) |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net loss per share of common stock attributable to Amyris, Inc. common stockholders: Years Ended December 31, 2021 2020 2019 Numerator: Net loss attributable to Amyris, Inc. $ (270,969) $ (331,039) $ (242,767) Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock — (67,151) — Less: deemed dividend to preferred stockholder on issuance and modification of common stock warrants — — (34,964) Add: loss allocated to participating securities 507 15,879 7,380 Net loss attributable to Amyris, Inc. common stockholders, basic (270,462) (382,311) (270,351) Adjustment to loss allocated to participating securities (507) — 137 Gain from change in fair value of derivative instruments (14,279) — (4,963) Net loss attributable to Amyris, Inc. common stockholders, diluted $ (285,248) $ (382,311) $ (275,177) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic 292,343,431 203,598,673 101,370,632 Basic loss per share $ (0.93) $ (1.88) $ (2.67) Weighted-average shares of common stock outstanding 292,343,431 203,598,673 101,370,632 Effect of dilutive common stock warrants 324,200 — (74,057) Weighted-average common stock equivalents used in computing net loss per share of common stock, diluted 292,667,631 203,598,673 101,296,575 Diluted loss per share $ (0.97) $ (1.88) $ (2.72) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive: Years Ended December 31, 2021 2020 2019 Period-end common stock warrants and warrant exercise rights 5,741,297 38,248,741 59,204,650 Convertible promissory notes (1) 86,683,389 22,061,759 13,381,238 Period-end stock options to purchase common stock 3,087,225 6,502,096 5,620,419 Period-end restricted stock units 13,731,320 7,043,909 5,782,651 Contingently issuable common shares 5,383,580 — — Period-end preferred shares on an as-converted basis — 1,943,661 1,943,661 Total potentially dilutive securities excluded from computation of diluted net loss per share 114,626,811 75,800,166 85,932,619 ______________ (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 (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present revenue by primary geographical market, based on the location of the customer, as well as by major product and service: 2021 2020 2019 Years Ended December 31, Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Europe $ 14,323 $ 149,800 $ 10,770 $ 174,893 $ 17,156 $ 50,991 $ 8,765 $ 76,912 $ 10,092 $ 54,043 $ 6,674 $ 70,809 North America 115,493 24,012 1,684 141,189 68,675 — 526 69,201 34,295 — 24,376 58,671 Asia 16,362 — 5,848 22,210 13,720 — 8,517 22,237 11,503 — 7,477 18,980 South America 1,907 — — 1,907 4,105 — — 4,105 3,612 — 115 3,727 Other 1,618 — — 1,618 682 — — 682 370 — — 370 $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 $ 59,872 $ 54,043 $ 38,642 $ 152,557 The following tables present revenue by management revenue classification and by major product and service: Years Ended December 31, 2021 2020 2019 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Consumer $ 91,055 $ — $ — $ 91,055 $ 51,627 $ — $ — $ 51,627 $ 17,374 $ — $ — $ 17,374 Ingredients 58,648 — — 58,648 52,711 — — 52,711 42,498 — — 42,498 R&D and other services — 173,812 18,302 192,114 — 50,991 17,808 68,799 — 54,043 38,642 92,685 $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 $ 59,872 $ 54,043 $ 38,642 $ 152,557 |
Revenue in Connection with Significant Revenue Agreement | In connection with the significant revenue agreements discussed above and others previously disclosed, the Company recognized revenue for the years ended December 31, 2021 and 2020 in connection with significant revenue agreements and from all other customers as follows: 2021 2020 2019 Years Ended December 31, Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Revenue from significant revenue agreements with: DSM (related party) $ 19,162 $ 149,612 $ 6,000 $ 174,774 $ 946 $ 43,750 $ 7,018 $ 51,714 $ 10 $ 49,051 $ 4,120 $ 53,181 Sephora 27,640 — — 27,640 13,802 — — 13,802 8,666 — — 8,666 PureCircle 2,915 10,000 — 12,915 — — — — — — — — AccessBio — 9,000 — 9,000 — — — — — — — — Yifan — — 5,848 5,848 — — 8,468 8,468 — — 6,100 6,100 AMF Low Carbon — 5,000 — 5,000 — — — — — — — — Firmenich 671 188 3,528 4,387 9,967 7,241 594 17,802 8,591 4,992 1,413 14,996 Givaudan 210 — — 210 10,081 — — 10,081 7,477 — 1,500 8,977 DARPA — — — — — — 526 526 — — 5,504 5,504 Lavvan — — — — — — — — — — 18,342 18,342 Subtotal revenue from significant revenue agreements 50,598 173,800 15,376 239,774 34,796 50,991 16,606 102,393 24,744 54,043 36,979 115,766 Revenue from all other customers 99,105 12 2,926 102,043 69,542 — 1,202 70,744 35,128 — 1,663 36,791 Total revenue from all customers $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 $ 59,872 $ 54,043 $ 38,642 $ 152,557 |
Contract with Customer, Asset and Liability | The following table provides information about accounts receivable and contract liabilities from contracts with customers: December 31, 2021 2020 Accounts receivable, net $ 37,074 $ 32,846 Accounts receivable - related party, net $ 5,667 $ 12,110 Contract assets $ 4,227 $ 4,178 Contract assets - related party $ — $ 1,203 Contract liabilities $ 2,530 $ 4,468 Contract liabilities, noncurrent (1) $ 111 $ 111 ______________ (1) The balances in contract liabilities, noncurrent are included in other noncurrent liabilities on the consolidated balance sheets. |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table provides information regarding the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) based on the Company's existing agreements with customers as of December 31, 2021. (In thousands) As of December 31, 2021 2022 $ 909 2023 143 2024 143 2025 143 2026 and thereafter 143 Total from all customers $ 1,481 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Debt | Related party debt was as follows: 2021 2020 (In thousands) Principal Unaccreted Debt (Discount) Premium Fair Value Adjustment Net Principal Unaccreted Debt (Discount) Premium Fair Value Adjustment Net DSM notes $ — $ — $ — $ — $ 33,000 $ (2,443) $ — $ 30,557 Foris Foris convertible note 50,041 — 57,386 107,427 50,041 — 73,123 123,164 Foris promissory notes — — — — 5,000 — — 5,000 50,041 — 57,386 107,427 55,041 — 73,123 128,164 Naxyris note (1) — — — — 23,914 (493) — 23,421 $ 50,041 $ — $ 57,386 $ 107,427 $ 111,955 $ (2,936) $ 73,123 $ 182,142 _____________________ (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. |
Schedule of Related Party Revenues | The Company recognized revenue from related parties and from all other customers as follows: 2021 2020 2019 Years Ended December 31, Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Revenue from related parties: DSM $ 19,162 $ 149,612 $ 6,000 $ 174,774 $ 946 $ 43,750 $ 7,018 $ 51,714 $ 10 $ 49,051 $ 4,120 $ 53,181 Daling (affiliate of a Board member) — — — — 40 — — 40 — — — — Total S.A. — — — — — — — — 46 — — 46 Subtotal revenue from related parties 19,162 149,612 6,000 174,774 986 43,750 7,018 51,754 56 49,051 4,120 53,227 Revenue from all other customers 130,541 24,200 12,302 167,043 103,352 7,241 10,790 121,383 59,816 4,992 34,522 99,330 Total revenue from all customers $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 $ 59,872 $ 54,043 $ 38,642 $ 152,557 |
Schedule of Related Party Accounts Receivables | Related party accounts receivable was as follows: December 31, 2021 2020 DSM $ 5,667 $ 12,110 |
Schedule Of Related Party Debt And Revenue Agreements | The Company is party to the following significant agreements (and related amendments) with DSM: Related to Agreement For Additional Information, See the Note Indicated Debt DSM Credit Agreement 4. Debt Debt 2019 DSM Credit Agreement 4. Debt Revenue Farnesene Framework Agreement 10. Revenue Recognition Revenue DSM Collaboration Agreement 10. Revenue Recognition Revenue DSM Developer License 10. Revenue Recognition Revenue DSM License Agreement and Contract Assignment 10. Revenue Recognition Revenue DSM Performance Agreement 10. Revenue Recognition Revenue DSM Ingredients Collaboration Agreement 10. Revenue Recognition |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 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 (liabilities) $ (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 (liabilities) $ (1,542) Trademarks, trade names and other intellectual property 1,900 Customer relationships and influencer network database 2,600 Goodwill 11,613 Total consideration $ 14,571 The following table summarizes the purchase price allocation: (In thousands) Net tangible assets (liabilities) $ (9) Trademarks, trade names and other intellectual property 1,500 Customer relationships 4,500 Patents 600 Goodwill 23,005 Total consideration $ 29,596 The following table summarizes the purchase price allocation: (In thousands) Net tangible assets (liabilities) $ (3,948) Trademarks, trade names and other intellectual property 1,200 Developed technology 20,300 Goodwill 94,393 Total consideration $ 111,945 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-based compensation expense related to all employee stock compensation plans, including options, restricted stock units and ESPP, was as follows: Years Ended December 31, 2021 2020 2019 Cost of products sold $ 295 $ 0 $ 0 Research and development 5,591 3,871 2,900 Sales, general and administrative 27,507 9,872 9,654 Total stock-based compensation expense $ 33,393 $ 13,743 $ 12,554 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of employee stock options and employee stock purchase plan rights was estimated using the following weighted-average assumptions: Years Ended December 31, 2021 2020 2019 Expected dividend yield —% —% —% Risk-free interest rate 1.2% 0.7% 1.8% Expected term (in years) 6.7 6.9 6.9 Expected volatility 97% 89% 84% |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Stock option activity is summarized as follows: Year ended December 31, 2021 2020 2019 Options granted 734,056 1,269,808 530,140 Weighted-average grant-date fair value per share $ 13.54 $ 3.75 $ 3.83 Compensation expense related to stock options (in millions) $ 1.8 $ 1.7 $ 1.9 Unrecognized compensation costs as of December 31 (in millions) $ 7.8 $ 5.2 $ 4.5 |
Share-based Payment Arrangement, Option and Stock Appreciation Rights, Activity | The Company’s stock option activity and related information for the year ended December 31, 2021 was as follows: Number of Stock Options Weighted- Weighted-average Aggregate Outstanding - December 31, 2020 6,502,096 $ 7.64 7.6 $ 8,875 Options granted 734,056 $ 13.54 Options exercised (634,778) $ 5.19 Options forfeited or expired (3,514,149) $ 7.32 Outstanding - December 31, 2021 3,087,225 $ 9.91 7.1 $ 2,580 Vested or expected to vest after December 31, 2021 2,975,309 $ 9.96 7.1 $ 2,493 Exercisable at December 31, 2021 1,547,828 $ 11.77 5.8 $ 1,283 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The Company’s RSU activity and related information for the year ended December 31, 2021 was as follows: Number of Restricted Stock Units Weighted-average Grant-date Weighted-average Remaining Contractual Life Outstanding - December 31, 2020 7,043,909 $ 4.18 1.5 Awarded 10,786,300 $ 12.27 Vested (3,177,151) $ 5.84 Forfeited (921,738) $ 6.56 Outstanding - December 31, 2021 13,731,320 $ 9.99 2.8 Vested or expected to vest after December 31, 2021 11,743,504 $ 9.85 2.6 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of loss before income taxes and loss from investment in affiliate are as follows: Years Ended December 31, 2021 2020 2019 United States $ (268,423) $ (324,720) $ (227,614) Foreign (10,660) (6,015) (14,524) Loss before income taxes and loss from investment in affiliate $ (279,083) $ (330,735) $ (242,138) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes are as follows: Years Ended December 31, 2021 2020 2019 Current: Federal $ (7,478) $ 293 $ 621 State — — — Foreign — — 8 Total current (benefit) provision (7,478) 293 629 Deferred: Federal (326) — — State (22) — — Foreign (288) — — Total deferred provision (636) — — Total (benefit from) provision for income taxes $ (8,114) $ 293 $ 629 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of loss before income taxes and loss from investments in affiliate is as follows: Years Ended December 31, 2021 2020 2019 Statutory tax rate (21.0) % (21.0) % (21.0) % Change in fair value of convertible debt 2.9 % 5.7 % — % Derivative liability 2.2 % 4.8 % 4.7 % Federal R&D credit (0.9) % (0.6) % (0.7) % Foreign losses 0.7 % 0.4 % 0.9 % IRC Section 382 limitation (2.7) % — % — % Nondeductible interest 0.3 % 0.5 % 1.0 % Stock-based compensation (1.5) % — % — % Other 1.3 % 0.3 % 2.4 % Change in valuation allowance 15.7 % 10.0 % 13.0 % Effective income tax rate (3.0) % 0.1 % 0.3 % |
Schedule of Deferred Tax Assets and Liabilities | Temporary differences and carryforwards that gave rise to significant portions of deferred taxes are as follows: December 31, 2021 2020 2019 Net operating loss carryforwards $ 179,921 $ 123,638 $ 88,513 Property, plant and equipment 6,239 6,965 8,239 Research and development credits 22,463 18,279 15,002 Foreign tax credit — — — Accruals and reserves 10,094 12,003 13,934 Stock-based compensation 3,530 4,291 6,164 Disallowed interest carryforward 12,922 10,843 7,072 Capitalized research and development costs 10,903 16,390 21,723 Intangible assets and other — 1,888 2,503 Equity investments — 531 304 Total deferred tax assets 246,072 194,828 163,454 Intangible assets and other (6,611) — — Equity investments (515) — — Operating lease right-of-use assets (4,783) (2,051) (2,643) Debt discounts and derivatives (79,845) (774) (7,176) Total deferred tax liabilities (91,754) (2,825) (9,819) Net deferred tax assets prior to valuation allowance 154,318 192,003 153,635 Less: deferred tax assets valuation allowance (158,597) (192,003) (153,635) Net deferred tax assets $ (4,279) $ — $ — |
Summary of Valuation Allowance | Activity in the deferred tax assets valuation allowance is summarized as follows: (In thousands) Balance at Beginning of Year Additions Reductions / Charges Balance at End of Year Deferred tax assets valuation allowance: Year ended December 31, 2021 $ 192,003 $ — $ (33,406) $ 158,597 Year ended December 31, 2020 $ 153,635 $ 38,368 $ — $ 192,003 Year ended December 31, 2019 $ 124,025 $ 29,610 $ — $ 153,635 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: (In thousands) Balance as of December 31, 2018 $ 30,127 Increases in tax positions for prior period — Increases in tax positions during current period 1,411 Balance as of December 31, 2019 31,538 Increases in tax positions for prior period — Increases in tax positions during current period 1,556 Balance as of December 31, 2020 $ 33,094 Lapse of statute (6,564) Increases in tax positions for prior period — Increases in tax positions during current period 1,979 Balance as of December 31, 2021 $ 28,509 |
Geographical Information (Table
Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | December 31, 2021 2020 United States $ 18,537 $ 14,686 Brazil 54,247 16,845 Europe 51 1,344 $ 72,835 $ 32,875 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2022 | |
Debt Instrument [Line Items] | ||||
Assurance type warranty, term | 2 years | |||
Capitalized contract cost, amortization period | 5 years | |||
Accumulated other comprehensive loss | $ (52,769) | $ (47,375) | ||
Gain (loss) on foreign exchange rates | (683) | 119 | $ 22 | |
Stockholders' equity | 246,439 | (176,819) | ||
Debt | 309,061 | 26,170 | ||
Retained earnings | (2,357,661) | (2,086,692) | ||
Accounting Standards Update 2020-06 | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Stockholders' equity | $ (368,000) | |||
Debt | 368,000 | |||
Retained earnings | $ 6,300 | |||
Other Expense, Net | ||||
Debt Instrument [Line Items] | ||||
Gain (loss) on foreign exchange rates | $ 600 | $ (700) | $ (200) | |
Minimum | ||||
Debt Instrument [Line Items] | ||||
Lessee, operating lease, remaining lease term | 1 year | |||
Lessee, operating lease, renewal term | 1 year | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Lessee, operating lease, remaining lease term | 18 years | |||
Lessee, operating lease, renewal term | 5 years | |||
Machinery, Equipment, and Fixtures | Minimum | ||||
Debt Instrument [Line Items] | ||||
Property, plant and equipment, useful life | 3 years | |||
Machinery, Equipment, and Fixtures | Maximum | ||||
Debt Instrument [Line Items] | ||||
Property, plant and equipment, useful life | 15 years | |||
Building | ||||
Debt Instrument [Line Items] | ||||
Property, plant and equipment, useful life | 15 years |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable | Customer A | |||
Concentration risk, percentage | 13.00% | 27.00% | |
Accounts Receivable | Customer B | |||
Concentration risk, percentage | 16.00% | 2.00% | |
Accounts Receivable | Customer C | |||
Concentration risk, percentage | 8.00% | 17.00% | |
Accounts Receivable | Customer D | |||
Concentration risk, percentage | 13.00% | ||
Revenues | Customer A | |||
Concentration risk, percentage | 51.00% | 30.00% | 35.00% |
Revenues | Customer C | |||
Concentration risk, percentage | 10.00% | ||
Revenues | Customer E | |||
Concentration risk, percentage | 12.00% |
Balance Sheet Details - Allowan
Balance Sheet Details - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Off-Balance Sheet, Credit Loss, Liability [Roll Forward] | |||
Balance at Beginning of Year | $ 137 | $ 45 | $ 642 |
Provisions | 808 | 92 | 110 |
Write-offs, Net | 0 | 0 | (707) |
Balance at End of Year | $ 945 | $ 137 | $ 45 |
Balance Sheet Details - Invento
Balance Sheet Details - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 25,733 | $ 11,800 |
Work in process | 6,941 | 10,760 |
Finished goods | 42,396 | 20,302 |
Total inventories | $ 75,070 | $ 42,862 |
Balance Sheet Details - Deferre
Balance Sheet Details - Deferred Cost of Product Sold (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred cost of products sold - related party | $ 0 | $ 9,801 |
Deferred cost of products sold, noncurrent - related party | 0 | 9,939 |
Total | $ 0 | $ 19,740 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2021 | Oct. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2021 | |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Deferred cost of products sold, amortization | $ 8,300 | |||||
Impairment | 12,204 | $ 0 | $ 216 | |||
Loss on disposition of assets | 0 | 100 | 900 | |||
Operating lease asset | 32,428 | 10,136 | ||||
Operating lease, liability | 27,518 | 15,000 | ||||
Operating lease, expense | 8,100 | 7,700 | 12,600 | |||
Lease, cost | 1,100 | 1,200 | 7,000 | |||
Lease, fixed future payments, total | 52,629 | |||||
Finance lease, right-of-use asset | 6,800 | 4,600 | ||||
Equity-method investments in affiliates | 9,443 | 2,380 | ||||
Unsecured debt | $ 10,800 | |||||
Extinguishment of debt | 130,126 | |||||
Gain (loss) on extinguishment of debt | 32,464 | 51,954 | 44,208 | |||
Unsecured Debt | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Debt instrument, term | 3 years | |||||
Weighted average cost of capital percentage | 29.00% | |||||
Ginkgo Note | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Extinguishment of debt | $ 12,000 | |||||
Ginkgo Note | Loans Payable | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Extinguishment of debt | 10,600 | 12,000 | ||||
Gain (loss) on extinguishment of debt | $ 1,700 | 9 | ||||
Novvi LLC, Cosan, And Certain Other Members | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Consideration transferred | $ 10,800 | |||||
ImmunityBio and Minerva | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Equity-method investments in affiliates | 14,000 | |||||
Novvi LLC | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Equity-method investments in affiliates | $ 2,700 | 2,400 | ||||
Renfield Manufacturing LLC | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Operating lease asset | $ 20,100 | |||||
Operating lease, liability | $ 12,000 | |||||
Lease term | 10 years | |||||
Lease, fixed future payments, total | $ 37,400 | |||||
Renfield Manufacturing LLC | Letter of Credit | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Financing receivable | $ 500 | |||||
Cosan | Novvi LLC | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Equity-method investments in affiliates | 5,000 | |||||
Debt instrument, discount accreted to interest expense | 5,800 | |||||
Cosan | Novvi LLC | Other Assets and Other Noncurrent Liabilities | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Equity-method investments in affiliates | $ 5,000 | |||||
Koninklijke DSM N.V. (DSM) | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Supply agreement, term | 5 years | |||||
Deferred cost of products sold, related party expense | $ 4,200 | $ 2,300 | $ 900 |
Balance Sheet Details - Prepaid
Balance Sheet Details - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepayments, advances and deposits | $ 25,140 | $ 6,637 |
Non-inventory production supplies | 3,956 | 3,989 |
Recoverable taxes from Brazilian government entities | 1,188 | 1,063 |
Other | 3,229 | 1,414 |
Total prepaid expenses and other current assets | $ 33,513 | $ 13,103 |
Balance Sheet Details - Propert
Balance Sheet Details - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 158,529 | $ 113,110 |
Less: accumulated depreciation and amortization | (85,694) | (80,235) |
Total property, plant and equipment, net | 72,835 | 32,875 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 51,855 | 50,415 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 45,780 | 45,197 |
Computer Equipment and Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 9,174 | 6,741 |
Furniture and Office Equipment, Vehicles and Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 3,688 | 3,507 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 48,032 | $ 7,250 |
Balance Sheet Details - Depreci
Balance Sheet Details - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Depreciation and amortization | $ 8,745 | $ 8,508 | $ 5,358 |
Balance Sheet Details - Goodwil
Balance Sheet Details - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance at beginning of year | $ 0 | $ 0 |
Acquisitions | 133,025 | 0 |
Effect of currency translation adjustment | (1,766) | 0 |
Ending balance | $ 131,259 | $ 0 |
Balance Sheet Details - Intangi
Balance Sheet Details - Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets recorded in connection with business combinations | $ 40,200,000 | ||
Gross | 40,243,000 | $ 0 | |
Accumulated Amortization | 978,000 | 0 | |
Net | 39,265,000 | 0 | |
Amortization of intangible assets | 981,000 | 0 | $ 0 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2022 | 2,291,000 | ||
2023 | 3,559,000 | ||
2024 | 4,602,000 | ||
2025 | 4,804,000 | ||
2026 | 4,670,000 | ||
Thereafter | 19,339,000 | ||
Total future amortization | $ 39,265,000 | 0 | |
Trademarks and trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in Years) | 10 years | ||
Gross | $ 11,484,000 | 0 | |
Accumulated Amortization | 496,000 | 0 | |
Net | 10,988,000 | 0 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total future amortization | 10,988,000 | 0 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 8,197,000 | 0 | |
Accumulated Amortization | 267,000 | 0 | |
Net | 7,930,000 | 0 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total future amortization | $ 7,930,000 | 0 | |
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 | $ 19,962,000 | 0 | |
Accumulated Amortization | 200,000 | 0 | |
Net | 19,762,000 | 0 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total future amortization | $ 19,762,000 | 0 | |
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in Years) | 17 years | ||
Gross | $ 600,000 | 0 | |
Accumulated Amortization | 15,000 | 0 | |
Net | 585,000 | 0 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total future amortization | $ 585,000 | $ 0 |
Balance Sheet Details - Right-o
Balance Sheet Details - Right-of-use Assets and Related Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash paid for amounts included in the measurements of operating lease liabilities | $ 7,791 | $ 7,717 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 17,184 | $ 0 |
Weighted-average remaining lease term in years | 7 years 8 months 12 days | 2 years 6 months |
Weighted-average discount rate | 19.30% | 18.00% |
Balance Sheet Details - Maturit
Balance Sheet Details - Maturities of Financing and Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Financing Leases | ||
2022 | $ 150 | |
2023 | 21 | |
2024 | 21 | |
2025 | 21 | |
2026 | 17 | |
Thereafter | 0 | |
Total future minimum payments | 230 | |
Less: amount representing interest | (29) | |
Present value of minimum lease payments | 201 | |
Less: current portion | (140) | $ (4,170) |
Long-term portion | 61 | 0 |
Operating Leases | ||
2022 | 12,309 | |
2023 | 7,641 | |
2024 | 4,287 | |
2025 | 4,181 | |
2026 | 4,191 | |
Thereafter | 20,020 | |
Total future minimum payments | 52,629 | |
Less: amount representing interest | (25,111) | |
Present value of minimum lease payments | 27,518 | 15,000 |
Less: current portion | (7,689) | (5,226) |
Long-term portion | 19,829 | $ 9,732 |
2022 | 12,459 | |
2023 | 7,662 | |
2024 | 4,308 | |
2025 | 4,202 | |
2026 | 4,208 | |
Thereafter | 20,020 | |
Total future minimum payments | 52,859 | |
Less: amount representing interest | (25,140) | |
Present value of minimum lease payments | 27,719 | |
Less: current portion | (7,829) | |
Long-term portion | $ 19,890 |
Balance Sheet Details - Other A
Balance Sheet Details - Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Equity-method investments in affiliates | $ 9,443 | $ 2,380 |
Deposits | 129 | 128 |
Other | 994 | 1,196 |
Total other assets | $ 10,566 | $ 3,704 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Beauty Labs deferred consideration payable(1) | $ 30,000 | $ 0 |
Accrued interest | 9,572 | 9,327 |
Payroll and related expenses | 9,151 | 8,230 |
Liability in connection with acquisition of equity-method investment | 8,735 | 0 |
Asset retirement obligation | 3,336 | 3,041 |
Professional services | 2,447 | 994 |
Contract termination fees | 1,345 | 5,344 |
License fee payable | 1,050 | 0 |
Tax-related liabilities | 988 | 656 |
Ginkgo partnership payments obligation | 0 | 878 |
Other | 4,833 | 2,237 |
Total accrued and other current liabilities | $ 71,457 | $ 30,707 |
Balance Sheet Details - Other N
Balance Sheet Details - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Liability for unrecognized tax benefit | $ 4,296 | $ 7,496 |
Contract liabilities, net of current portion | 111 | 111 |
Ginkgo partnership payments, net of current portion | 0 | 7,277 |
Liability in connection with acquisition of equity-method investment | 0 | 6,771 |
Other | 103 | 1,099 |
Total other noncurrent liabilities | $ 4,510 | $ 22,754 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value, Assets, and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 0 | $ 0 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Freestanding derivative instruments issued in connection with debt and equity instruments | 7,062 | 8,451 |
Embedded derivatives bifurcated from debt instruments | 0 | 247 |
Total liabilities measured and recorded at fair value | 114,489 | 185,249 |
Fair Value, Recurring | Foris Convertible Note (LSA Amendment) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 107,427 | 123,164 |
Fair Value, Recurring | 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, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Freestanding derivative instruments issued in connection with debt and equity instruments | 0 | 0 |
Embedded derivatives bifurcated from debt instruments | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Fair Value, Recurring | Level 1 | Foris Convertible Note (LSA Amendment) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 0 |
Fair Value, Recurring | Level 1 | Senior convertible notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Freestanding derivative instruments issued in connection with debt and equity instruments | 0 | 0 |
Embedded derivatives bifurcated from debt instruments | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Fair Value, Recurring | Level 2 | Foris Convertible Note (LSA Amendment) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 0 |
Fair Value, Recurring | Level 2 | Senior convertible notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Freestanding derivative instruments issued in connection with debt and equity instruments | 7,062 | 8,451 |
Embedded derivatives bifurcated from debt instruments | 0 | 247 |
Total liabilities measured and recorded at fair value | 114,489 | 185,249 |
Fair Value, Recurring | Level 3 | Foris Convertible Note (LSA Amendment) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 107,427 | 123,164 |
Fair Value, Recurring | 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) $ in Thousands | Jun. 01, 2020USD ($) | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Gain (loss) on extinguishment of debt | $ 32,464 | $ 51,954 | $ 44,208 | |
Present value of minimum debt payments | 740,937 | 170,504 | ||
Long term debt, fair value | 417,384 | 263,059 | ||
Convertible Notes | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Present value of minimum debt payments | 690,000 | 30,020 | ||
Long term debt, fair value | 309,061 | 53,387 | ||
Related Party Convertible Notes | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Present value of minimum debt payments | 50,041 | |||
Foris Convertible Note (LSA Amendment) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Extinguishment of debt, gain (loss), net of tax | $ 72,100 | |||
Gain (loss) from change in fair value of debt | 15,700 | (51,100) | ||
Foris Convertible Note (LSA Amendment) | Convertible Notes | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt instrument, convertible, conversion ratio | 3 | |||
Gain (loss) on extinguishment of debt | $ 22,000 | |||
Foris Convertible Note (LSA Amendment) | Related Party Convertible Notes | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Present value of minimum debt payments | 50,041 | 50,041 | ||
Long term debt, fair value | $ 107,427 | $ 123,164 | ||
Foris Convertible Note (LSA Amendment) | Related Party Convertible Notes | Measurement Input, Stock Price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Long-term debt, measurement input | $ / shares | 5.41 | |||
Foris Convertible Note (LSA Amendment) | Related Party Convertible Notes | Measurement Input, Discount Rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Long-term debt, measurement input | 0.14 | |||
Foris Convertible Note (LSA Amendment) | Related Party Convertible Notes | Risk-free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Long-term debt, measurement input | 0.0019 | |||
Foris Convertible Note (LSA Amendment) | Related Party Convertible Notes | Stock price volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Long-term debt, measurement input | 0.45 | |||
Foris Convertible Note (LSA Amendment) | Related Party Convertible Notes | Probability of change in control | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Long-term debt, measurement input | 0.05 |
Fair Value Measurement - Fair_3
Fair Value Measurement - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Senior convertible notes - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value, beginning balance | $ 54,425 | $ 53,387 | $ 50,624 | |
Less: loss (gain) from change in fair value | (3,801) | 54,386 | 38,743 | $ (3,800) |
Less: principal repaid in cash | (17,950) | |||
Less: principal converted into common stock | (30,020) | (18,030) | ||
Less: fair value adjustment extinguished upon conversion of debt principal | (77,753) | |||
Fair value, ending balance | $ 50,624 | $ 0 | $ 53,387 | $ 50,624 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation for Compound Embedded Derivative Liability (Details) - Derivative Liability, Debt-related $ in Thousands | 12 Months Ended |
Dec. 31, 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 | (1,452) |
Derecognition on settlement or extinguishment | (184) |
Fair value, ending balance | $ 7,062 |
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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1.9 | |
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | |
Class of warrant or right, term | 2 years | |
Warrants and rights outstanding, derivative liability | $ 7.1 | |
Fair value adjustments of warrants | $ 1.4 |
Fair Value Measurement - Bifurc
Fair Value Measurement - Bifurcated Embedded Features in Debt Instruments (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)instrument | Dec. 31, 2019instrument | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative, number of instruments held | instrument | 4 | |
Derivative, number of instruments extinguished | instrument | 4 | |
Four Derivative Liabilities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value adjustments of warrants | $ | $ 0.1 | |
Extinguishment of derivative | $ | $ 0.2 |
Fair Value Measurement - Input
Fair Value Measurement - Input Assumptions (Details) | Dec. 31, 2021$ / sharesyear | Dec. 31, 2020year$ / shares |
Fair value of common stock on valuation date | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 5.41 | 2.56 |
Fair value of common stock on valuation date | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 19.10 | 6.18 |
Exercise price of warrants | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 2.87 | 2.87 |
Exercise price of warrants | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 2.87 | 3.25 |
Stock price volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.96 | |
Stock price volatility | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1.07 | 0.94 |
Stock price volatility | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1.14 | 1.17 |
Risk-free interest rate | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.0016 | 0.0013 |
Risk-free interest rate | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.0073 | 0.0158 |
Expected term in years | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | year | 2 | 1 |
Expected term in years | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | year | 2 | 2 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0 | 0 |
Fair Value Measurement - Market
Fair Value Measurement - Market Based Assumptions (Details) | Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares |
Stock price volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.96 | |
Probability of change in control | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.050 | |
Minimum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.0016 | 0.0013 |
Minimum | Risk-adjusted discount yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.180 | |
Minimum | Stock price volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1.07 | 0.94 |
Minimum | Fair value of common stock on valuation date | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 5.41 | 2.56 |
Minimum | Credit spread | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.179 | |
Maximum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.0073 | 0.0158 |
Maximum | Risk-adjusted discount yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.270 | |
Maximum | Stock price volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1.14 | 1.17 |
Maximum | Fair value of common stock on valuation date | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 19.10 | 6.18 |
Maximum | Credit spread | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.368 |
Fair Value Measurement - Acquis
Fair Value Measurement - Acquisition Related Contingent Consideration Narrative (Details) | Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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 | 64,762 |
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 | 13,463 |
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Long-term and short-term debt | $ 310 | $ 86.5 |
Debt instrument, fair value | $ 328 | $ 83.3 |
Debt - Debt Components (Details
Debt - Debt Components (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Principal | $ 740,937 | $ 170,504 |
Unaccreted Debt (Discount) Premium | (380,939) | (3,935) |
Fair Value Adjustment | 57,386 | 96,490 |
Net carrying amount | 417,384 | 263,059 |
Less: current portion | (108,323) | (77,437) |
Long-term debt, net of current portion | 309,061 | 185,622 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Principal | 690,000 | 30,020 |
Unaccreted Debt (Discount) Premium | (380,939) | 0 |
Fair Value Adjustment | 0 | 23,367 |
Net carrying amount | 309,061 | 53,387 |
Convertible Notes | 2026 convertible senior notes | ||
Debt Instrument [Line Items] | ||
Principal | 690,000 | 0 |
Unaccreted Debt (Discount) Premium | (380,939) | 0 |
Fair Value Adjustment | 0 | 0 |
Net carrying amount | 309,061 | 0 |
Convertible Notes | Senior convertible notes | ||
Debt Instrument [Line Items] | ||
Principal | 0 | 30,020 |
Unaccreted Debt (Discount) Premium | 0 | 0 |
Fair Value Adjustment | 0 | 23,367 |
Net carrying amount | 0 | 53,387 |
Related Party Convertible Notes | ||
Debt Instrument [Line Items] | ||
Principal | 50,041 | |
Related Party Convertible Notes | Foris Convertible Note (LSA Amendment) | ||
Debt Instrument [Line Items] | ||
Principal | 50,041 | 50,041 |
Unaccreted Debt (Discount) Premium | 0 | 0 |
Fair Value Adjustment | 57,386 | 73,123 |
Net carrying amount | 107,427 | 123,164 |
Loans Payable | ||
Debt Instrument [Line Items] | ||
Principal | 896 | 28,529 |
Unaccreted Debt (Discount) Premium | 0 | (999) |
Fair Value Adjustment | 0 | 0 |
Net carrying amount | 896 | 27,530 |
Loans Payable | Schottenfeld notes | ||
Debt Instrument [Line Items] | ||
Principal | 0 | 12,500 |
Unaccreted Debt (Discount) Premium | 0 | (240) |
Fair Value Adjustment | 0 | 0 |
Net carrying amount | 0 | 12,260 |
Loans Payable | Ginkgo Note | ||
Debt Instrument [Line Items] | ||
Principal | 0 | 12,000 |
Unaccreted Debt (Discount) Premium | 0 | 0 |
Fair Value Adjustment | 0 | 0 |
Net carrying amount | 0 | 12,000 |
Loans Payable | Nikko Notes | ||
Debt Instrument [Line Items] | ||
Principal | 0 | 2,802 |
Unaccreted Debt (Discount) Premium | 0 | (759) |
Fair Value Adjustment | 0 | 0 |
Net carrying amount | 0 | 2,043 |
Loans Payable | Other loans payable | ||
Debt Instrument [Line Items] | ||
Principal | 896 | 1,227 |
Unaccreted Debt (Discount) Premium | 0 | 0 |
Fair Value Adjustment | 0 | 0 |
Net carrying amount | 896 | 1,227 |
Related Party Loan Payable | ||
Debt Instrument [Line Items] | ||
Principal | 0 | 61,914 |
Unaccreted Debt (Discount) Premium | 0 | (2,936) |
Fair Value Adjustment | 0 | 0 |
Net carrying amount | 0 | 58,978 |
Related Party Loan Payable | DSM notes | ||
Debt Instrument [Line Items] | ||
Principal | 0 | 33,000 |
Unaccreted Debt (Discount) Premium | 0 | (2,443) |
Fair Value Adjustment | 0 | 0 |
Net carrying amount | 0 | 30,557 |
Related Party Loan Payable | The Naxyris Loan Agreement | ||
Debt Instrument [Line Items] | ||
Principal | 0 | 23,914 |
Unaccreted Debt (Discount) Premium | 0 | (493) |
Fair Value Adjustment | 0 | 0 |
Net carrying amount | 0 | 23,421 |
Related Party Loan Payable | Foris $5M note | ||
Debt Instrument [Line Items] | ||
Principal | 0 | 5,000 |
Unaccreted Debt (Discount) Premium | 0 | 0 |
Fair Value Adjustment | 0 | 0 |
Net carrying amount | $ 0 | $ 5,000 |
Debt - Long-term Debt Instrumen
Debt - Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
2022 | $ 71,003 | |
2023 | 10,350 | |
2024 | 10,350 | |
2025 | 10,350 | |
2026 | 700,379 | |
Thereafter | 0 | |
Total future minimum payments | 802,432 | |
Less: amount representing interest | (61,495) | |
Less: future conversion of accrued interest to principal | 0 | |
Present value of minimum debt payments | 740,937 | $ 170,504 |
Less: current portion of debt principal | (50,937) | |
Noncurrent portion of debt principal | 690,000 | |
Deferred discount and issuance costs | (380,939) | (3,935) |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
2022 | 10,321 | |
2023 | 10,350 | |
2024 | 10,350 | |
2025 | 10,350 | |
2026 | 700,379 | |
Thereafter | 0 | |
Less: future conversion of accrued interest to principal | 0 | |
Present value of minimum debt payments | 690,000 | 30,020 |
Noncurrent portion of debt principal | 690,000 | |
Deferred discount and issuance costs | (380,939) | $ 0 |
Loans Payable and Credit Facilities | ||
Debt Instrument [Line Items] | ||
2022 | 1,104 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total future minimum payments | 741,750 | |
Less: amount representing interest | (51,750) | |
Less: future conversion of accrued interest to principal | 0 | |
Present value of minimum debt payments | 896 | |
Less: current portion of debt principal | 0 | |
Noncurrent portion of debt principal | 0 | |
Related Party Convertible Notes | ||
Debt Instrument [Line Items] | ||
2022 | 59,578 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total future minimum payments | 1,104 | |
Less: amount representing interest | (208) | |
Less: future conversion of accrued interest to principal | 0 | |
Present value of minimum debt payments | 50,041 | |
Less: current portion of debt principal | (896) | |
Noncurrent portion of debt principal | 0 | |
Related Party Loans Payable and Credit Facilities | ||
Debt Instrument [Line Items] | ||
Total future minimum payments | 59,578 | |
Less: amount representing interest | (9,537) | |
Less: current portion of debt principal | $ (50,041) |
Debt - Schedule of Debt Extingu
Debt - Schedule of Debt Extinguishments (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Extinguishment of Debt [Line Items] | ||||
Principal Extinguished | $ 130,126 | |||
Gain (Loss) Upon Extinguishment | (32,464) | $ (51,954) | $ (44,208) | |
Ginkgo Note | ||||
Extinguishment of Debt [Line Items] | ||||
Principal Extinguished | $ 12,000 | |||
The Naxyris Loan Agreement | ||||
Extinguishment of Debt [Line Items] | ||||
Gain (Loss) Upon Extinguishment | (1,700) | |||
Ginkgo partnership liability | ||||
Extinguishment of Debt [Line Items] | ||||
Principal Extinguished | 10,600 | 10,627 | ||
Gain (Loss) Upon Extinguishment | (1,700) | (1,679) | ||
Convertible Notes | Senior convertible notes | ||||
Extinguishment of Debt [Line Items] | ||||
Principal Extinguished | 30,020 | |||
Gain (Loss) Upon Extinguishment | 2,619 | |||
Loans Payable | Schottenfeld notes | ||||
Extinguishment of Debt [Line Items] | ||||
Principal Extinguished | 12,500 | |||
Gain (Loss) Upon Extinguishment | (28,885) | |||
Loans Payable | Ginkgo Note | ||||
Extinguishment of Debt [Line Items] | ||||
Principal Extinguished | 10,600 | 12,000 | ||
Gain (Loss) Upon Extinguishment | $ (1,700) | (9) | ||
Loans Payable | Nikko Notes | ||||
Extinguishment of Debt [Line Items] | ||||
Principal Extinguished | 2,803 | |||
Gain (Loss) Upon Extinguishment | (680) | |||
Loans Payable | Other loans payable | ||||
Extinguishment of Debt [Line Items] | ||||
Principal Extinguished | 262 | |||
Gain (Loss) Upon Extinguishment | 0 | |||
Related Party Loan Payable | ||||
Extinguishment of Debt [Line Items] | ||||
Principal Extinguished | 119,499 | |||
Gain (Loss) Upon Extinguishment | (30,785) | |||
Related Party Loan Payable | DSM notes | ||||
Extinguishment of Debt [Line Items] | ||||
Principal Extinguished | 33,000 | |||
Gain (Loss) Upon Extinguishment | (2,110) | |||
Related Party Loan Payable | The Naxyris Loan Agreement | ||||
Extinguishment of Debt [Line Items] | ||||
Principal Extinguished | 23,914 | |||
Gain (Loss) Upon Extinguishment | (1,715) | |||
Related Party Loan Payable | Foris $5M note | ||||
Extinguishment of Debt [Line Items] | ||||
Principal Extinguished | 5,000 | |||
Gain (Loss) Upon Extinguishment | $ (5) |
Debt - 2026 Convertible Senior
Debt - 2026 Convertible Senior Notes (Details) | Nov. 15, 2021USD ($)dinstrument$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||
Purchase of capped calls related to convertible senior notes | $ 81,075,000 | $ 0 | $ 0 | |
2026 Call Options | ||||
Debt Instrument [Line Items] | ||||
Purchase of capped calls related to convertible senior notes | $ 81,100,000 | |||
Convertible Notes | 2026 convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 690,000,000 | |||
Interest rate per annum | 1.50% | |||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 10.75 | |||
Redemption percentage | 100.00% | |||
Convertible debt, threshold trading days | instrument | 20 | |||
Convertible debt, threshold consecutive trading days | d | 30 | |||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | |||
Percentage of sale price, common stock, conversion rate | 0.98 | |||
Proceeds from convertible debt | $ 670,500,000 | |||
Repayments of debt | 64,600,000 | |||
Convertible Debt | $ 690,000,000 | |||
Convertible Notes | 2026 convertible senior notes | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, conversion ratio | 0.1256281 | |||
Convertible Notes | 2026 convertible senior notes | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, conversion ratio | 0.0930579 |
Debt - 2026 Convertible Senio_2
Debt - 2026 Convertible Senior Notes, Schedule Of Convertible Debt Components (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Principal | $ 740,937 | $ 170,504 |
Net carrying amount | 417,384 | 263,059 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Principal | 690,000 | 30,020 |
Net carrying amount | 309,061 | 53,387 |
2026 convertible senior notes | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Principal | 690,000 | 0 |
Less: value of cash conversion feature, net of accretion | (361,981) | |
Less: debt issuance costs, net of accretion | (18,958) | |
Net carrying amount | 309,061 | $ 0 |
Value of cash conversion feature | $ 367,974 |
Debt - 2026 Senior Convertible
Debt - 2026 Senior Convertible Notes, Schedule Of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Accretion of debt discount | $ 9,536 | $ 3,829 | $ 11,665 |
2026 convertible senior notes | Convertible Notes | |||
Debt Instrument [Line Items] | |||
Accretion of debt discount | 6,306 | ||
Interest expense accrued | 1,293 | ||
Total interest expense recognized | $ 7,599 | ||
Debt instrument, effective interest rate | 16.60% |
Debt - Exchange of Senior Conve
Debt - Exchange of Senior Convertible Notes Due 2022 (Details) - USD ($) | May 26, 2021 | May 01, 2020 | Jan. 14, 2020 | Dec. 31, 2021 | Feb. 04, 2021 | May 09, 2020 | Apr. 30, 2020 | May 10, 2019 |
Debt Instrument [Line Items] | ||||||||
Debt conversion, converted instrument (in shares) | 2,600,000 | |||||||
Prior senior convertible notes | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 66,000,000 | |||||||
Senior convertible notes | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 51,000,000 | $ 20,000,000 | ||||||
Debt conversion, converted instrument (in shares) | 2,900,000 | 2,836,364 | 2,742,160 | |||||
Exercise price of warrants or rights (in dollars per share) | $ 5.02 | $ 2.87 | ||||||
Debt issuance costs, gross | $ 1,000,000 | |||||||
Senior convertible notes | Convertible Notes | Rights Issued in Exchange for Convertible Senior Notes Due 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 431,378 | 2,484,321 | ||||||
Senior convertible notes | Convertible Notes | Warrants Issued in Exchange for Convertible Senior Notes Due 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 3,000,000 | |||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | $ 3.25 | $ 3.25 | |||||
Class of warrant or right, term | 2 years |
Debt - Amendment to Senior Conv
Debt - Amendment to Senior Convertible Notes (Details) - USD ($) | May 26, 2021 | Feb. 04, 2021 | May 01, 2020 | Jan. 14, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 09, 2020 | Apr. 30, 2020 | May 10, 2019 |
Debt Instrument, Redemption [Line Items] | ||||||||||
Debt conversion, converted instrument (in shares) | 2,600,000 | |||||||||
Class of warrant or right, outstanding | 3,999,855 | 44,441,355 | ||||||||
Issuance of common stock upon conversion of debt principal | $ 38,633,000 | |||||||||
Gain (loss) upon extinguishment of debt | (32,464,000) | $ (51,954,000) | $ (44,208,000) | |||||||
Net carrying amount | 417,384,000 | 263,059,000 | ||||||||
Convertible Notes | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Net carrying amount | $ 309,061,000 | 53,387,000 | ||||||||
Senior convertible notes | Convertible Notes | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Debt conversion, converted instrument (in shares) | 2,900,000 | 2,836,364 | 2,742,160 | |||||||
Exercise price of warrants or rights (in dollars per share) | $ 5.02 | $ 2.87 | ||||||||
Debt conversion, converted instrument, pre-delivery (in shares) | 1,363,636 | |||||||||
Class of warrant or right, outstanding | 960,225 | |||||||||
Debt change in fair value gain loss | $ 38,700,000 | |||||||||
Debt instrument, face amount | $ 20,000,000 | $ 51,000,000 | ||||||||
Issuance of common stock upon conversion of debt principal | $ 5,700,000 | |||||||||
Common stock, shares to be returned upon conversion of convertible debt (in shares) | 2,600,000 | |||||||||
Shares issued for conversion settlement (in shares) | 3,100,000 | |||||||||
Gain (loss) upon extinguishment of debt | $ 900,000 | $ (1,700,000) | ||||||||
Net carrying amount | $ 10,000,000 | |||||||||
Senior convertible notes | Convertible Notes | Warrants Issued in Exchange for Convertible Senior Notes Due 2020 | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | $ 3.25 | $ 3.25 | |||||||
Class of warrant or right, outstanding | 2,000,000 | |||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 3,000,000 | |||||||||
Senior convertible notes | Convertible Notes | Rights Issued in Exchange for Convertible Senior Notes Due 2020 | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 431,378 | 2,484,321 | ||||||||
Senior convertible notes | Convertible Notes | Debt Instrument, Redemption, Period One | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Redemption percentage | 100.00% | |||||||||
Senior convertible notes | Convertible Notes | Debt Instrument, Redemption, Period Two | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Redemption percentage | 105.00% | |||||||||
Senior convertible notes | Convertible Notes | Debt Instrument, Redemption, Period Three | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Redemption percentage | 110.00% | |||||||||
Senior convertible notes | Convertible Notes | Minimum | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 5 | |||||||||
Senior convertible notes | Convertible Notes | Maximum | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 3.50 | |||||||||
Senior convertible notes | Convertible Notes | Maximum | Debt Instrument, Redemption, Period Three | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Redemption percentage | 115.00% |
Debt - Amendment No. 1 to Foris
Debt - Amendment No. 1 to Foris LSA — Foris, Related Party (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 01, 2020 | May 31, 2020 |
Debt Instrument, Redemption [Line Items] | ||||
Principal | $ 740,937,000 | $ 170,504,000 | ||
Foris LSA Amendment | ||||
Debt Instrument, Redemption [Line Items] | ||||
Principal | $ 50,000,000 | |||
Interest rate per annum | 6.00% | 12.50% | ||
Debt instrument, convertible, conversion price (in dollars per share) | $ 3 | |||
Debt instrument, face amount | $ 22,000,000 | |||
Debt instrument, repurchase amount | $ 72,100,000 |
Debt - Foris $5 Million Note _
Debt - Foris $5 Million Note – Foris, Related Party (Details) - Foris $5 Million Note - Foris Ventures, LLC | Apr. 29, 2020USD ($) |
Debt Instrument, Redemption [Line Items] | |
Debt instrument, face amount | $ 5,000,000 |
Related party ownership percentage | 5.00% |
Interest rate per annum | 12.00% |
Debt - Naxyris LSA as Amendment
Debt - Naxyris LSA as Amendment (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2021 | Oct. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 29, 2021 | Oct. 28, 2019 | Aug. 14, 2019 | |
Debt Conversion [Line Items] | ||||||||
Gain (loss) upon extinguishment of debt | $ (32,464,000) | $ (51,954,000) | $ (44,208,000) | |||||
The Naxyris Loan Agreement | ||||||||
Debt Conversion [Line Items] | ||||||||
Debt instrument, additional face amount | $ 10,400,000 | $ 10,400,000 | ||||||
Debt instrument, face amount | $ 24,400,000 | $ 10,400,000 | ||||||
Basis spread on variable rate | 5.00% | |||||||
Unused borrowing capacity fee | $ 2,000,000 | |||||||
Gain (loss) upon extinguishment of debt | $ (1,700,000) |
Debt - DSM $25 Million Note (De
Debt - DSM $25 Million Note (Details) - USD ($) | Dec. 28, 2017 | Nov. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 17, 2019 |
Extinguishment of Debt [Line Items] | |||||||
Extinguishment of debt | $ 130,126,000 | ||||||
Present value of minimum debt payments | 740,937,000 | $ 170,504,000 | |||||
Gain (loss) upon extinguishment of debt | $ (32,464,000) | $ (51,954,000) | $ (44,208,000) | ||||
The 2019 DSM Credit Agreement | DSM International B.V. | |||||||
Extinguishment of Debt [Line Items] | |||||||
Maximum borrowing capacity | $ 8,000,000 | ||||||
DSM Credit Agreement | |||||||
Extinguishment of Debt [Line Items] | |||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||
Proceeds from long-term lines of credit | 25,000,000 | ||||||
Debt issuance costs | $ 8,000,000 | ||||||
Interest rate per annum | 10.00% | ||||||
DSM Credit Agreement | Unsecured Debt | |||||||
Extinguishment of Debt [Line Items] | |||||||
Maximum borrowing capacity | $ 25,000,000 | $ 8,000,000 | |||||
Extinguishment of debt | $ 10,000,000 | $ 8,000,000 | |||||
Present value of minimum debt payments | 10,000,000 | ||||||
Debt instrument, unamortized discount | 2,500,000 | ||||||
Gain (loss) upon extinguishment of debt | $ (2,000,000) | ||||||
DSM Credit Agreement - March 2021 Amendment Related To 25 Million Dollar Note | Unsecured Debt | |||||||
Extinguishment of Debt [Line Items] | |||||||
Extinguishment of debt | 15,000,000 | ||||||
DSM Credit Agreement - March 2021 Amendment | Unsecured Debt | |||||||
Extinguishment of Debt [Line Items] | |||||||
Present value of minimum debt payments | 10,000,000 | ||||||
Debt instrument, unamortized discount | 2,500,000 | ||||||
Repayments of debt | $ 23,000,000 |
Debt - DSM $8 Million Note (Det
Debt - DSM $8 Million Note (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 17, 2019 | Dec. 28, 2017 | |
Debt Conversion [Line Items] | |||||
Extinguishment of debt | $ 130,126,000 | ||||
The 2019 DSM Credit Agreement | Unsecured Debt | |||||
Debt Conversion [Line Items] | |||||
Maximum borrowing capacity | $ 8,000,000 | ||||
Interest rate per annum | 12.50% | ||||
Debt instrument, percent of face amount | 100.00% | ||||
Debt instrument, fee | $ 300,000 | ||||
The 2019 DSM Credit Agreement, First Installment | Unsecured Debt | |||||
Debt Conversion [Line Items] | |||||
Incremental draw down amount | 3,000,000 | ||||
The 2019 DSM Credit Agreement, Second Installment | Unsecured Debt | |||||
Debt Conversion [Line Items] | |||||
Incremental draw down amount | 3,000,000 | ||||
The 2019 DSM Credit Agreement, Third Installment | Unsecured Debt | |||||
Debt Conversion [Line Items] | |||||
Incremental draw down amount | 2,000,000 | ||||
DSM Credit Agreement | |||||
Debt Conversion [Line Items] | |||||
Maximum borrowing capacity | $ 25,000,000 | ||||
Interest rate per annum | 10.00% | ||||
DSM Credit Agreement | Unsecured Debt | |||||
Debt Conversion [Line Items] | |||||
Maximum borrowing capacity | $ 8,000,000 | $ 25,000,000 | |||
Extinguishment of debt | $ 10,000,000 | $ 8,000,000 |
Debt - Schottenfeld Notes (Deta
Debt - Schottenfeld Notes (Details) - USD ($) $ / shares in Units, shares in Millions | Mar. 01, 2021 | Jun. 05, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 14, 2019 | Sep. 10, 2019 |
Debt Instrument [Line Items] | |||||||
Forbearance agreement, exercise price of warrants (in dollars per share) | $ 2.87 | ||||||
Present value of minimum debt payments | $ 740,937,000 | $ 170,504,000 | |||||
Gain (loss) upon extinguishment of debt | $ (32,464,000) | $ (51,954,000) | $ (44,208,000) | ||||
Schottenfeld September 2019 Credit Agreements | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 12,500,000 | ||||||
Interest rate per annum | 12.00% | 12.00% | |||||
Repayments of debt | $ 7,900,000 | ||||||
Present value of minimum debt payments | $ 12,500,000 | ||||||
Conversion of stock, shares issued (in shares) | 4.1 | ||||||
Gain (loss) upon extinguishment of debt | $ (28,900,000) | ||||||
Schottenfeld November 2019 Credit and Security Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, additional face amount | $ 7,900,000 |
Debt - Ginkgo Note, Partnership
Debt - Ginkgo Note, Partnership Agreement and Note Amendment (Details) - USD ($) | Aug. 10, 2020 | Nov. 30, 2021 | Nov. 30, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 09, 2020 | Oct. 31, 2017 |
Debt Conversion [Line Items] | ||||||||
Extinguishment of debt | $ 130,126,000 | |||||||
Gain (loss) upon extinguishment of debt | (32,464,000) | $ (51,954,000) | $ (44,208,000) | |||||
Ginkgo partnership liability | ||||||||
Debt Conversion [Line Items] | ||||||||
Debt instrument, face amount | $ 12,000,000 | |||||||
Debt instrument, fee | 800,000 | |||||||
Debt instrument, total | 12,700,000 | |||||||
Contractual obligation, present value | $ 6,100,000 | |||||||
Interest rate per annum | 12.00% | 10.50% | ||||||
Notes payable | $ 7,000,000 | |||||||
Extinguishment of debt | $ 10,600,000 | 10,627,000 | ||||||
Gain (loss) upon extinguishment of debt | (1,700,000) | $ (1,679,000) | ||||||
Ginkgo partnership liability | Long Term Debt over Five Year Term | ||||||||
Debt Conversion [Line Items] | ||||||||
Debt discount, term | 5 years | |||||||
Debt instrument, unamortized discount | $ 6,600,000 | |||||||
Ginkgo partnership liability | Long-term Debt | ||||||||
Debt Conversion [Line Items] | ||||||||
Debt instrument, unamortized discount | $ 5,000,000 | |||||||
Second Amendment to Ginkgo Note and Partnership Agreement | ||||||||
Debt Conversion [Line Items] | ||||||||
Interest rate per annum | 9.00% | 12.00% | ||||||
Second Amendment to Ginkgo Note and Partnership Agreement | Debt Instrument, Redemption, Period One | ||||||||
Debt Conversion [Line Items] | ||||||||
Debt instrument, periodic payment | $ 2,100,000 | |||||||
Second Amendment to Ginkgo Note and Partnership Agreement | Debt Instrument, Redemption, Period Two | ||||||||
Debt Conversion [Line Items] | ||||||||
Debt instrument, periodic payment | $ 9,800,000 | |||||||
Ginkgo Note | ||||||||
Debt Conversion [Line Items] | ||||||||
Extinguishment of debt | $ 12,000,000 |
Debt - Nikko Notes (Details)
Debt - Nikko Notes (Details) - USD ($) | Apr. 01, 2019 | Feb. 01, 2019 | Nov. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Conversion [Line Items] | ||||||||
Debt conversion, converted instrument, amount | $ 367,974,000 | $ 0 | $ 0 | |||||
Extinguishment of debt | 130,126,000 | |||||||
Gain (loss) upon extinguishment of debt | (32,464,000) | $ (51,954,000) | $ (44,208,000) | |||||
Ginkgo Note | ||||||||
Debt Conversion [Line Items] | ||||||||
Extinguishment of debt | $ 12,000,000 | |||||||
Aprinnova JV | Nikko Notes | ||||||||
Debt Conversion [Line Items] | ||||||||
Debt instrument, face amount | $ 3,900,000 | |||||||
Debt conversion, converted instrument, amount | $ 3,500,000 | |||||||
Interest rate per annum | 5.00% | 5.00% | ||||||
Debt instrument, term | 7 years | 13 years | ||||||
First priority lien on interests owned by the company | 10.00% | |||||||
Extinguishment of debt | $ 2,500,000 | |||||||
Debt instrument, unamortized discount | $ 700,000 | |||||||
Gain (loss) upon extinguishment of debt | $ (700,000) | |||||||
Due from joint ventures | $ 200,000 | |||||||
Debt instrument, periodic payment | $ 7,200,000 |
Debt - Letters of Credit (Detai
Debt - Letters of Credit (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2012 |
Debt Conversion [Line Items] | ||||
Restricted cash, noncurrent | $ 4,651 | $ 961 | $ 960 | |
Letter of Credit | October And December 2021 Letter Of Credit Agreements | ||||
Debt Conversion [Line Items] | ||||
Maximum borrowing capacity | 3,400 | |||
Restricted cash, noncurrent | 3,700 | |||
Letter of Credit | 2012 Letter Of Credit Agreement | ||||
Debt Conversion [Line Items] | ||||
Maximum borrowing capacity | $ 1,000 | |||
Restricted cash, noncurrent | $ 1,000 | $ 1,000 |
Mezzanine Equity - Gates Founda
Mezzanine Equity - Gates Foundation (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 08, 2021 | Apr. 08, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Capitalization, Equity [Line Items] | ||||||
Issuance of common stock for cash (in shares) | 8,805,345 | |||||
Proceeds from issuance of preferred and common stock in private placements, net of issuance costs - related party | $ 0 | $ 170,037 | $ 14,221 | |||
Contingently redeemable common stock | 5,000 | $ 5,000 | $ 5,000 | $ 5,000 | ||
Gates Foundation Purchase Agreement | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Issuance of common stock for cash (in shares) | 292,398 | |||||
Stock price (in dollars per share) | $ 17.10 | |||||
Proceeds from issuance of preferred and common stock in private placements, net of issuance costs - related party | $ 5,000 | |||||
Compound annual return (as a percent) | 10.00% | |||||
Research and development obligation, remaining amount | $ 200 |
Mezzanine Equity - Ingredion Co
Mezzanine Equity - Ingredion Contingently Redeemable Noncontrolling Interest In Subsidiary (Details) - USD ($) $ in Thousands | Jun. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | |||||
Contribution by contingently redeemable noncontrolling interest | $ 28,520 | ||||
Proceeds from capital contribution by noncontrolling interest | 10,000 | $ 0 | $ 0 | ||
Distribution to noncontrolling interest | 4,702 | $ 0 | $ 1,103 | ||
Issuance of contingently redeemable noncontrolling interest | 28,520 | ||||
Income attributable to noncontrolling interest | $ 14,500 | ||||
RealSweet LLC | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ownership percentage by noncontrolling owners | 31.00% | ||||
Percent ownership of subsidiary | 100.00% | ||||
Contribution by contingently redeemable noncontrolling interest | $ 28,500 | ||||
Proceeds from capital contribution by noncontrolling interest | $ 10,000 | ||||
Noncontrolling interest, ownership percentage threshold | 8.40% | ||||
Issuance of contingently redeemable noncontrolling interest | $ 28,500 | ||||
Amount funded | 52,800 | ||||
Purchase commitment | $ 38,400 | ||||
RealSweet LLC | Forecast | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase commitment | $ 115,000 | ||||
RealSweet LLC | Amyris, Inc. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Distribution to noncontrolling interest | 4,000 | ||||
Intangible assets transferred | $ 14,500 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) - Primary Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Shares issued (in dollars per share) | $ 15.75 | ||
Allotment option agreement, term | 30 days | ||
Issuance of common stock for cash (in shares) | 8,805,345 | ||
Issuance of common stock | $ 130,793 | $ 14,221 | |
Total Equity Excluding Mezzanine Equity | |||
Class of Stock [Line Items] | |||
Issuance of common stock | $ 130,800 | ||
Public Stock Offering - Shares from Amyris | |||
Class of Stock [Line Items] | |||
Number of shares issued (in shares) | 7,656,822 | ||
Public Stock Offering - Amyris Under Underwriting Agreement | |||
Class of Stock [Line Items] | |||
Number of shares issued (in shares) | 1,148,523 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) - Increase in Authorized Common Stock (Details) - shares | Dec. 31, 2021 | May 29, 2021 | May 28, 2021 | Dec. 31, 2020 |
Stockholders' Equity Note [Abstract] | ||||
Common stock, shares authorized (in shares) | 450,000,000 | 450,000,000 | 350,000,000 | 350,000,000 |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) - Number of Callable Shares (Details) - Convertible Notes | 12 Months Ended |
Dec. 31, 2021shares | |
Debt Instrument [Line Items] | |
Debt instrument, convertible, number of equity instruments (in shares) | 103,363,723 |
2026 convertible senior notes | |
Debt Instrument [Line Items] | |
Debt instrument, convertible, number of equity instruments (in shares) | 86,683,389 |
Foris convertible note | |
Debt Instrument [Line Items] | |
Debt instrument, convertible, number of equity instruments (in shares) | 16,680,334 |
Stockholders_ Equity (Deficit_5
Stockholders’ Equity (Deficit) - Call Options Related to 2026 Convertible Senior Notes (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 09, 2021 | |
Class of Stock [Line Items] | ||||
Purchase of capped calls related to convertible senior notes | $ 81,075 | $ 0 | $ 0 | |
Capped call option, shares covered, maximum (in shares) | 20.9 | |||
2026 Call Options | ||||
Class of Stock [Line Items] | ||||
Purchase of capped calls related to convertible senior notes | $ 81,100 | |||
Strike price (in dollars per share) | $ 15.92 | $ 10.75 | ||
Last reported sales price (in dollars per share) | $ 7.96 |
Stockholders_ Equity (Deficit_6
Stockholders’ Equity (Deficit) - Warrant Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 44,441,355 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | (40,421,046) |
Expiration (in shares) | (20,454) |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 2.67 |
Number outstanding, ending balance (in shares) | 3,999,855 |
High Trail / Silverback warrants | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 3,000,000 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | (2,000,000) |
Expiration (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 2.87 |
Number outstanding, ending balance (in shares) | 1,000,000 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 3.25 |
2020 PIPE right shares | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 3,484,321 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | (3,484,321) |
Expiration (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 2.87 |
Number outstanding, ending balance (in shares) | 0 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0 |
January 2020 warrant exercise right shares | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 4,939,159 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | (4,507,781) |
Expiration (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 2.87 |
Number outstanding, ending balance (in shares) | 431,378 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 2.87 |
April 2019 PIPE warrants | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 3,371,989 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | (3,371,989) |
Expiration (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 4.93 |
Number outstanding, ending balance (in shares) | 0 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0 |
September and November 2019 Investor Credit Agreement warrants | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 5,183,551 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | (5,183,551) |
Expiration (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 2.87 |
Number outstanding, ending balance (in shares) | 0 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0 |
Naxyris LSA warrants | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 2,000,000 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | (2,000,000) |
Expiration (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 2.87 |
Number outstanding, ending balance (in shares) | 0 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0 |
October 2019 Naxyris warrant | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 2,000,000 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | (2,000,000) |
Expiration (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 3.87 |
Number outstanding, ending balance (in shares) | 0 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0 |
May-June 2019 6% Note Exchange warrants | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 2,181,818 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | (2,181,818) |
Expiration (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 3.06 |
Number outstanding, ending balance (in shares) | 0 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0 |
May 2019 6.50% Note Exchange warrants | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 960,225 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | 0 |
Expiration (in shares) | 0 |
Number outstanding, ending balance (in shares) | 960,225 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 2.87 |
July 2019 Wolverine warrant | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 1,080,000 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | (1,080,000) |
Expiration (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 2.87 |
Number outstanding, ending balance (in shares) | 0 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0 |
May 2017 cash warrants | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 6,078,156 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | (4,585,504) |
Expiration (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 2.87 |
Number outstanding, ending balance (in shares) | 1,492,652 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 2.87 |
August 2017 cash warrants | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 3,968,116 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | (3,968,116) |
Expiration (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 2.87 |
Number outstanding, ending balance (in shares) | 0 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0 |
May 2017 dilution warrants | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 3,085,893 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | (3,028,983) |
Expiration (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 0 |
Number outstanding, ending balance (in shares) | 56,910 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0 |
August 2017 dilution warrants | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 3,028,983 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | (3,028,983) |
Expiration (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 0 |
Number outstanding, ending balance (in shares) | 0 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0 |
February 2016 related party private placement | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 19,048 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | 0 |
Expiration (in shares) | (19,048) |
Number outstanding, ending balance (in shares) | 0 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0 |
July 2015 related party debt exchange | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 58,690 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | 0 |
Expiration (in shares) | 0 |
Number outstanding, ending balance (in shares) | 58,690 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0.15 |
Other | |
Number of Shares [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 1,406 |
Additional Warrants Issued (in shares) | 0 |
Exercises (in shares) | 0 |
Expiration (in shares) | (1,406) |
Number outstanding, ending balance (in shares) | 0 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0 |
Stockholders_ Equity (Deficit_7
Stockholders’ Equity (Deficit) - Warrant Exercises (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Stockholders' Equity Note [Abstract] | |
Exercises of warrants to issue (in shares) | (40,421,046) |
Shares issued upon warrant exercises (in shares) | 36,702,612 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 2.67 |
Proceeds from warrant exercise, including portion attributable to related party | $ | $ 56.5 |
Consolidated Variable-interes_3
Consolidated Variable-interest Entities and Unconsolidated Investments - Narrative (Details) $ in Thousands | Dec. 31, 2021USD ($)director | Dec. 31, 2021USD ($)director | Jun. 01, 2021USD ($) | Dec. 31, 2021USD ($)director | Dec. 31, 2016USD ($) | Dec. 31, 2021USD ($)director | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2022USD ($) | Mar. 01, 2022USD ($) | Dec. 22, 2021 | Oct. 31, 2020director |
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity-method investments in affiliates | $ 9,443 | $ 9,443 | $ 9,443 | $ 9,443 | $ 2,380 | ||||||||
Contribution by contingently redeemable noncontrolling interest | 28,520 | ||||||||||||
Proceeds from capital contribution by noncontrolling interest | 10,000 | 0 | $ 0 | ||||||||||
Distribution to noncontrolling interest | 4,702 | 0 | $ 1,103 | ||||||||||
Issuance of contingently redeemable noncontrolling interest | 14,520 | ||||||||||||
AMF Low Carbon | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 40.00% | ||||||||||||
AMF Low Carbon | License | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Revenue | $ 5,000 | $ 5,000 | $ 5,000 | ||||||||||
AccessBio | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | 50.00% | 50.00% | |||||||||
AccessBio | License | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Revenue | $ 9,000 | $ 9,000 | |||||||||||
RealSweet LLC | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Percent ownership of subsidiary | 100.00% | ||||||||||||
Ownership percentage by noncontrolling owners | 31.00% | ||||||||||||
Contribution by contingently redeemable noncontrolling interest | $ 28,500 | ||||||||||||
Proceeds from capital contribution by noncontrolling interest | 10,000 | ||||||||||||
Purchase commitment | $ 38,400 | 38,400 | $ 38,400 | 38,400 | |||||||||
Amount funded | $ 52,800 | $ 52,800 | $ 52,800 | $ 52,800 | |||||||||
RealSweet LLC | Forecast | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Purchase commitment | $ 115,000 | ||||||||||||
Amyris, Inc. | RealSweet LLC | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Distribution to noncontrolling interest | 4,000 | ||||||||||||
Intangible assets transferred | 14,500 | ||||||||||||
Amyris Clean Beauty, Inc. | Amyris, Inc. | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Percent ownership of subsidiary | 100.00% | ||||||||||||
Aprinnova JV | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Number of board of directors appointed | director | 4 | 4 | 4 | 4 | |||||||||
Aprinnova JV | Nikko | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | 50.00% | 50.00% | |||||||||
Payments to acquire businesses, gross | $ 10,000 | ||||||||||||
Proceeds from equity method investment, distribution, return of capital | $ 10,000 | ||||||||||||
Number of board of directors appointed | director | 2 | 2 | 2 | 2 | |||||||||
Aprinnova JV | Amyris, Inc. | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Number of board of directors appointed | director | 2 | 2 | 2 | 2 | |||||||||
Clean Beauty Collaborative, Inc | Amyris, Inc. | Variable Interest Entity, Primary Beneficiary | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 60.00% | ||||||||||||
Number of board of directors appointed | director | 3 | ||||||||||||
Clean Beauty Collaborative, Inc | RoseInc.com | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 40.00% | ||||||||||||
Number of board of directors appointed | director | 2 | ||||||||||||
Novvi LLC | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity-method investments in affiliates | $ 2,700 | $ 2,700 | $ 2,700 | $ 2,700 | $ 2,400 | ||||||||
AMF Low Carbon | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 40.00% | 40.00% | 40.00% | 40.00% | |||||||||
Number of board of directors appointed | director | 5 | 5 | 5 | 5 | |||||||||
Equity-method investments in affiliates | $ 3,000 | $ 3,000 | $ 3,000 | $ 3,000 | |||||||||
Loss from investments in affiliates | $ 2,000 | ||||||||||||
AMF Low Carbon | Amyris, Inc. | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Number of board of directors appointed | director | 2 | 2 | 2 | 2 | |||||||||
AMF Low Carbon | Minerva | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 60.00% | 60.00% | 60.00% | 60.00% | |||||||||
Number of board of directors appointed | director | 3 | 3 | 3 | 3 | |||||||||
Purchase commitment | $ 7,500 | $ 7,500 | $ 7,500 | $ 7,500 | |||||||||
AccessBio | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | 50.00% | 50.00% | |||||||||
Number of board of directors appointed | director | 4 | 4 | 4 | 4 | |||||||||
Equity-method investments in affiliates | $ 3,700 | $ 3,700 | $ 3,700 | $ 3,700 | |||||||||
Loss from investments in affiliates | $ 5,300 | ||||||||||||
AccessBio | Amyris, Inc. | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Number of board of directors appointed | director | 2 | 2 | 2 | 2 | |||||||||
Purchase commitment | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||
AccessBio | ImmunityBio | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Number of board of directors appointed | director | 2 | 2 | 2 | 2 | |||||||||
Purchase commitment | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||
RealSweet LLC | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Contribution by contingently redeemable noncontrolling interest | 28,500 | ||||||||||||
Proceeds from capital contribution by noncontrolling interest | 10,000 | ||||||||||||
Issuance of contingently redeemable noncontrolling interest | (14,500) | ||||||||||||
Purchase commitment | 38,000 | 38,000 | 38,000 | 38,000 | |||||||||
Amount funded | $ 53,000 | $ 53,000 | $ 53,000 | $ 53,000 | |||||||||
RealSweet LLC | Forecast | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Purchase commitment | $ 115,000 | ||||||||||||
RealSweet LLC | Amyris, Inc. | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Distribution to noncontrolling interest | 4,000 | ||||||||||||
Intangible assets transferred | $ 14,500 |
Consolidated Variable-interes_4
Consolidated Variable-interest Entities and Unconsolidated Investments - Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Assets | $ 954,298 | $ 222,814 |
Liabilities | 675,090 | 389,859 |
Aprinnova JV | Nikko | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||
Related Party Transaction [Line Items] | ||
Assets | 27,521 | 24,114 |
Liabilities | 5,575 | 1,490 |
RealSweet LLC | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||
Related Party Transaction [Line Items] | ||
Assets | 58,340 | |
Liabilities | 8,411 | |
Clean Beauty Collaborative, Inc | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||
Related Party Transaction [Line Items] | ||
Assets | 10,817 | 0 |
Liabilities | $ 5,132 | $ 0 |
Consolidated Variable-interes_5
Consolidated Variable-interest Entities and Unconsolidated Investments - Noncontrolling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of year | $ 4,774 | ||
Income attributable to noncontrolling interest | (823) | $ 4,165 | $ 0 |
Distribution to non-controlling interests | (4,702) | (328) | |
Balance at end of year | (751) | 4,774 | |
Aprinnova JV | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of year | 5,319 | 609 | |
Income attributable to noncontrolling interest | 5,649 | 4,710 | |
Distribution to non-controlling interests | (4,703) | 0 | |
Balance at end of year | 6,265 | 5,319 | 609 |
RealSweet LLC | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of year | 0 | ||
Balance at end of year | 28,520 | 0 | |
Clean Beauty Collaborative, Inc | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of year | (538) | 0 | |
Income attributable to noncontrolling interest | (6,463) | (538) | |
Balance at end of year | $ (7,001) | $ (538) | $ 0 |
Consolidated Variable-interes_6
Consolidated Variable-interest Entities and Unconsolidated Investments - Equity Method Investment (Details) - Novvi LLC | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | |
Equity method investment, ownership percentage | 100.00% |
Amyris, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Equity method investment, ownership percentage | 17.60% |
American Refining Group, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Equity method investment, ownership percentage | 6.80% |
Chevron U.S.A., Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Equity method investment, ownership percentage | 64.30% |
H&R Group US, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Equity method investment, ownership percentage | 11.30% |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders - Calculation of Basic and Diluted Net Loss Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss attributable to Amyris, Inc. | $ (270,969) | $ (331,039) | $ (242,767) |
Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock | 0 | (67,151) | 0 |
Less: deemed dividend to preferred stockholder on issuance and modification of common stock warrants | 0 | 0 | (34,964) |
Add: loss allocated to participating securities | 507 | 15,879 | 7,380 |
Net loss attributable to Amyris, Inc. common stockholders, basic | (270,462) | (382,311) | (270,351) |
Adjustment to loss allocated to participating securities | (507) | 0 | 137 |
Gain from change in fair value of derivative instruments | (14,279) | 0 | (4,963) |
Net loss attributable to Amyris, Inc. common stockholders, diluted | $ (285,248) | $ (382,311) | $ (275,177) |
Denominator: | |||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic (in shares) | 292,343,431 | 203,598,673 | 101,370,632 |
Basic loss per share (in dollars per share) | $ (0.93) | $ (1.88) | $ (2.67) |
Effect of dilutive common stock warrants (in shares) | 324,200 | 0 | (74,057) |
Weighted-average common stock equivalents used in computing net loss per share of common stock, diluted (in shares) | 292,667,631 | 203,598,673 | 101,296,575 |
Diluted loss per share (in dollars per share) | $ (0.97) | $ (1.88) | $ (2.72) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 114,626,811 | 75,800,166 | 85,932,619 |
Period-end common stock warrants and warrant exercise rights | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 5,741,297 | 38,248,741 | 59,204,650 |
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) | 86,683,389 | 22,061,759 | 13,381,238 |
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) | 3,087,225 | 6,502,096 | 5,620,419 |
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) | 13,731,320 | 7,043,909 | 5,782,651 |
Period-end preferred shares on an as-converted basis | |||
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 | 1,943,661 |
Contingently Issuable Common Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 5,383,580 | 0 | 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Liabilities recorded for agreements | $ 0 | $ 0 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 341,817 | $ 173,137 | $ 152,557 |
Consumer | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 91,055 | 51,627 | 17,374 |
Ingredients | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 58,648 | 52,711 | 42,498 |
R&D and other services | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 192,114 | 68,799 | 92,685 |
Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 149,703 | 104,338 | 59,872 |
Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 173,812 | 50,991 | 54,043 |
Licenses and Royalties | Consumer | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Licenses and Royalties | Ingredients | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Licenses and Royalties | R&D and other services | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 173,812 | 50,991 | 54,043 |
Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 18,302 | 17,808 | 38,642 |
Collaborations, Grants and Other | Consumer | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Collaborations, Grants and Other | Ingredients | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Collaborations, Grants and Other | R&D and other services | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 18,302 | 17,808 | 38,642 |
Renewable Product | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 149,703 | 104,338 | 59,872 |
Renewable Product | Consumer | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 91,055 | 51,627 | 17,374 |
Renewable Product | Ingredients | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 58,648 | 52,711 | 42,498 |
Renewable Product | R&D and other services | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Europe | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 174,893 | 76,912 | 70,809 |
Europe | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 14,323 | 17,156 | 10,092 |
Europe | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 149,800 | 50,991 | 54,043 |
Europe | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 10,770 | 8,765 | 6,674 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 141,189 | 69,201 | 58,671 |
United States | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 115,493 | 68,675 | 34,295 |
United States | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 24,012 | 0 | 0 |
United States | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,684 | 526 | 24,376 |
Asia | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 22,210 | 22,237 | 18,980 |
Asia | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 16,362 | 13,720 | 11,503 |
Asia | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Asia | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 5,848 | 8,517 | 7,477 |
Brazil | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,907 | 4,105 | 3,727 |
Brazil | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,907 | 4,105 | 3,612 |
Brazil | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Brazil | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 115 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,618 | 682 | 370 |
Other | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,618 | 682 | 370 |
Other | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Other | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 0 | $ 0 | $ 0 |
Revenue Recognition - DSM Licen
Revenue Recognition - DSM License Agreement and Contract Asset (Details) - DSM International B.V. - DSM License Agreement - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Estimated total unconstrained transaction price | $ 150 | |
Supply agreement, term | 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 - DSM Perfo
Revenue Recognition - DSM Performance Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Research and development | $ 94,289 | $ 71,676 | $ 71,460 | |
R&D and other services | DSM Performance Collabration | DSM International B.V. | ||||
Disaggregation of Revenue [Line Items] | ||||
Contingent consideration | $ 1,900 | |||
Estimated total unconstrained transaction price | 1,200 | |||
Contingent consideration received | 1,900 | |||
Estimated total unconstrained transaction price netted against contract liability | 1,200 | |||
Estimated total unconstrained transaction price netted against contract assets | $ 1,200 | |||
Research and development | $ 1,900 |
Revenue Recognition - DSM Ingre
Revenue Recognition - DSM Ingredients Collaboration (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 341,817 | $ 173,137 | $ 152,557 | |
Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 18,302 | 17,808 | 38,642 | |
Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 239,774 | 102,393 | 115,766 | |
DSM International B.V. | DSM Ingredients Collaboration | R&D and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Quarterly payments | $ 2,000 | |||
DSM International B.V. | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 174,774 | $ 51,714 | $ 53,181 |
Revenue Recognition - DSM Devel
Revenue Recognition - DSM Developer License (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 341,817 | $ 173,137 | $ 152,557 |
Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 173,812 | $ 50,991 | $ 54,043 |
DSM International B.V. | Licenses and Royalties | DSM Developer License Agreement | |||
Disaggregation of Revenue [Line Items] | |||
Licensing agreement, term | 3 years | ||
Revenue | $ 6,000 |
Revenue Recognition - PureCircl
Revenue Recognition - PureCircle License and Supply Agreement (Details) - USD ($) $ in Thousands | Jun. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 341,817 | $ 173,137 | $ 152,557 | |
RealSweet LLC | ||||
Disaggregation of Revenue [Line Items] | ||||
Ownership percentage by noncontrolling owners | 31.00% | |||
Percent ownership of subsidiary | 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% | |||
Percent ownership of subsidiary | 100.00% | |||
PureCircle Limited | License | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 10,000 | $ 10,000 |
Revenue Recognition - Yifan Agr
Revenue Recognition - Yifan Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 341,817 | $ 173,137 | $ 152,557 |
Contract assets | 4,227 | 4,178 | |
Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 18,302 | 17,808 | $ 38,642 |
Yifan | |||
Disaggregation of Revenue [Line Items] | |||
Estimated total unconstrained transaction price | 21,000 | ||
Yifan | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Cumulative-to-date collaboration revenue | $ 20,200 | ||
Contract assets | $ 3,200 |
Revenue Recognition - AMF Low C
Revenue Recognition - AMF Low Carbon LLC License Agreement (Details) - AMF Low Carbon - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 22, 2021 |
Disaggregation of Revenue [Line Items] | ||||
Equity method investment, ownership percentage | 40.00% | |||
License | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 5 | $ 5 | $ 5 |
Revenue Recognition - AccessBio
Revenue Recognition - AccessBio LLC JV License (Details) - AccessBio $ in Millions | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Disaggregation of Revenue [Line Items] | ||
Equity method investment, ownership percentage | 50.00% | 50.00% |
License | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 9 | $ 9 |
Revenue Recognition - Revenue i
Revenue Recognition - Revenue in Connection With Significant Revenue Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 341,817 | $ 173,137 | $ 152,557 |
Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 149,703 | 104,338 | 59,872 |
Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 173,812 | 50,991 | 54,043 |
Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 18,302 | 17,808 | 38,642 |
All Other Customers | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 102,043 | 70,744 | 36,791 |
All Other Customers | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 99,105 | 69,542 | 35,128 |
All Other Customers | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 12 | 0 | 0 |
All Other Customers | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,926 | 1,202 | 1,663 |
Significant Revenue Agreement | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 239,774 | 102,393 | 115,766 |
Significant Revenue Agreement | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 50,598 | 34,796 | 24,744 |
Significant Revenue Agreement | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 173,800 | 50,991 | 54,043 |
Significant Revenue Agreement | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 15,376 | 16,606 | 36,979 |
Significant Revenue Agreement | DSM International B.V. | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 174,774 | 51,714 | 53,181 |
Significant Revenue Agreement | DSM International B.V. | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 19,162 | 946 | 10 |
Significant Revenue Agreement | DSM International B.V. | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 149,612 | 43,750 | 49,051 |
Significant Revenue Agreement | DSM International B.V. | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 6,000 | 7,018 | 4,120 |
Significant Revenue Agreement | Sephora | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 27,640 | 13,802 | 8,666 |
Significant Revenue Agreement | Sephora | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 27,640 | 13,802 | 8,666 |
Significant Revenue Agreement | Sephora | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Significant Revenue Agreement | Sephora | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Significant Revenue Agreement | PureCircle | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 12,915 | 0 | 0 |
Significant Revenue Agreement | PureCircle | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,915 | 0 | 0 |
Significant Revenue Agreement | PureCircle | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 10,000 | 0 | 0 |
Significant Revenue Agreement | PureCircle | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Significant Revenue Agreement | AccessBio | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 9,000 | 0 | 0 |
Significant Revenue Agreement | AccessBio | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Significant Revenue Agreement | AccessBio | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 9,000 | 0 | 0 |
Significant Revenue Agreement | AccessBio | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Significant Revenue Agreement | Yifan | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 5,848 | 8,468 | 6,100 |
Significant Revenue Agreement | Yifan | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Significant Revenue Agreement | Yifan | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Significant Revenue Agreement | Yifan | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 5,848 | 8,468 | 6,100 |
Significant Revenue Agreement | AMF Low Carbon | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 5,000 | 0 | 0 |
Significant Revenue Agreement | AMF Low Carbon | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Significant Revenue Agreement | AMF Low Carbon | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 5,000 | 0 | 0 |
Significant Revenue Agreement | AMF Low Carbon | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Significant Revenue Agreement | Firmenich | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 4,387 | 17,802 | 14,996 |
Significant Revenue Agreement | Firmenich | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 671 | 9,967 | 8,591 |
Significant Revenue Agreement | Firmenich | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 188 | 7,241 | 4,992 |
Significant Revenue Agreement | Firmenich | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 3,528 | 594 | 1,413 |
Significant Revenue Agreement | Givaudan | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 210 | 10,081 | 8,977 |
Significant Revenue Agreement | Givaudan | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 210 | 10,081 | 7,477 |
Significant Revenue Agreement | Givaudan | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Significant Revenue Agreement | Givaudan | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 1,500 |
Significant Revenue Agreement | DARPA | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 526 | 5,504 |
Significant Revenue Agreement | DARPA | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Significant Revenue Agreement | DARPA | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Significant Revenue Agreement | DARPA | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 526 | 5,504 |
Significant Revenue Agreement | Lavvan | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 18,342 |
Significant Revenue Agreement | Lavvan | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Significant Revenue Agreement | Lavvan | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Significant Revenue Agreement | Lavvan | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 0 | $ 0 | $ 18,342 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 37,074 | $ 32,846 |
Accounts receivable - related party, net | 5,667 | 12,110 |
Contract assets | 4,227 | 4,178 |
Contract assets - related party | 0 | 1,203 |
Contract liabilities | 2,530 | 4,468 |
Contract liabilities, noncurrent | 111 | $ 111 |
Decrease in contract liabilities | $ (1,900) |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,481 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation, amount | $ 909 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation, amount | $ 143 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation, amount | $ 143 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation, amount | $ 143 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, period | |
Revenue, remaining performance obligation, amount | $ 143 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Principal | $ 740,937 | $ 170,504 |
Unaccreted Debt (Discount) Premium | 380,939 | 3,935 |
Fair Value Adjustment | 0 | 0 |
Net carrying amount | 417,384 | 263,059 |
Related Party Debt | ||
Related Party Transaction [Line Items] | ||
Principal | 50,041 | 111,955 |
Unaccreted Debt (Discount) Premium | 0 | (2,936) |
Fair Value Adjustment | 57,386 | 73,123 |
Net carrying amount | 107,427 | 182,142 |
Related Party Debt | DSM International B.V. | DSM notes | ||
Related Party Transaction [Line Items] | ||
Principal | 0 | 33,000 |
Unaccreted Debt (Discount) Premium | 0 | (2,443) |
Fair Value Adjustment | 0 | 0 |
Net carrying amount | 0 | 30,557 |
Related Party Debt | Foris Ventures, LLC | ||
Related Party Transaction [Line Items] | ||
Principal | 50,041 | 55,041 |
Unaccreted Debt (Discount) Premium | 0 | 0 |
Fair Value Adjustment | 57,386 | 73,123 |
Net carrying amount | 107,427 | 128,164 |
Related Party Debt | Foris Ventures, LLC | Foris convertible note | ||
Related Party Transaction [Line Items] | ||
Principal | 50,041 | 50,041 |
Unaccreted Debt (Discount) Premium | 0 | 0 |
Fair Value Adjustment | 57,386 | 73,123 |
Net carrying amount | 107,427 | 123,164 |
Related Party Debt | Foris Ventures, LLC | Foris promissory notes | ||
Related Party Transaction [Line Items] | ||
Principal | 0 | 5,000 |
Unaccreted Debt (Discount) Premium | 0 | 0 |
Fair Value Adjustment | 0 | 0 |
Net carrying amount | 0 | 5,000 |
Related Party Debt | Naxyris S.A. | Naxyris note | ||
Related Party Transaction [Line Items] | ||
Principal | 0 | 23,914 |
Unaccreted Debt (Discount) Premium | 0 | (493) |
Fair Value Adjustment | 0 | 0 |
Net carrying amount | $ 0 | $ 23,421 |
Related Party Transactions - Re
Related Party Transactions - Related Party Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Revenues | $ 341,817 | $ 173,137 | $ 152,557 |
Customers Other Than Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | 167,043 | 121,383 | 99,330 |
DSM International B.V. | |||
Related Party Transaction [Line Items] | |||
Revenues | 174,774 | 51,714 | 53,181 |
Daling | |||
Related Party Transaction [Line Items] | |||
Revenues | 0 | 40 | 0 |
Total | |||
Related Party Transaction [Line Items] | |||
Revenues | 0 | 0 | 46 |
Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | 174,774 | 51,754 | 53,227 |
Renewable Products | |||
Related Party Transaction [Line Items] | |||
Revenues | 149,703 | 104,338 | 59,872 |
Renewable Products | Customers Other Than Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | 130,541 | 103,352 | 59,816 |
Renewable Products | DSM International B.V. | |||
Related Party Transaction [Line Items] | |||
Revenues | 19,162 | 946 | 10 |
Renewable Products | Daling | |||
Related Party Transaction [Line Items] | |||
Revenues | 0 | 40 | 0 |
Renewable Products | Total | |||
Related Party Transaction [Line Items] | |||
Revenues | 0 | 0 | 46 |
Renewable Products | Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | 19,162 | 986 | 56 |
Licenses and Royalties | |||
Related Party Transaction [Line Items] | |||
Revenues | 173,812 | 50,991 | 54,043 |
Licenses and Royalties | Customers Other Than Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | 24,200 | 7,241 | 4,992 |
Licenses and Royalties | DSM International B.V. | |||
Related Party Transaction [Line Items] | |||
Revenues | 149,612 | 43,750 | 49,051 |
Licenses and Royalties | Daling | |||
Related Party Transaction [Line Items] | |||
Revenues | 0 | 0 | 0 |
Licenses and Royalties | Total | |||
Related Party Transaction [Line Items] | |||
Revenues | 0 | 0 | 0 |
Licenses and Royalties | Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | 149,612 | 43,750 | 49,051 |
Collaborations, Grants and Other | |||
Related Party Transaction [Line Items] | |||
Revenues | 18,302 | 17,808 | 38,642 |
Collaborations, Grants and Other | Customers Other Than Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | 12,302 | 10,790 | 34,522 |
Collaborations, Grants and Other | DSM International B.V. | |||
Related Party Transaction [Line Items] | |||
Revenues | 6,000 | 7,018 | 4,120 |
Collaborations, Grants and Other | Daling | |||
Related Party Transaction [Line Items] | |||
Revenues | 0 | 0 | 0 |
Collaborations, Grants and Other | Total | |||
Related Party Transaction [Line Items] | |||
Revenues | 0 | 0 | 0 |
Collaborations, Grants and Other | Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | $ 6,000 | $ 7,018 | $ 4,120 |
Related Party Transactions - _2
Related Party Transactions - Related Party Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
DSM International B.V. | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 5,667 | $ 12,110 |
Related Party Transactions - _3
Related Party Transactions - Related Party Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Amounts due to related part, current | $ 107,427 | $ 22,689 |
DSM International B.V. | ||
Related Party Transaction [Line Items] | ||
Amounts due to related part, current | $ 5,200 | $ 5,000 |
Acquisitions - Costa Brazil Nar
Acquisitions - Costa Brazil Narrative (Details) - Costa Brazil - USD ($) | May 07, 2021 | Dec. 31, 2021 |
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] | |
Payments to acquire businesses, gross | $ 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 | Dec. 31, 2021 | May 07, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 131,259 | $ 0 | $ 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, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2021 |
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 14.6 | ||||
Payments to acquire businesses, gross | 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 | Dec. 31, 2021 | Aug. 11, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 131,259 | $ 0 | $ 0 | |
MG Empower | ||||
Business Acquisition [Line Items] | ||||
Net tangible assets | $ (1,542) | |||
Goodwill | 11,613 | |||
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 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Consideration transferred | $ 29.6 | |
Payments to acquire businesses, gross | 1.8 | |
Amyris common stock value | 14.3 | |
Contingent consideration | 13.5 | |
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 | Dec. 31, 2021 | Aug. 11, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 131,259 | $ 0 | $ 0 | |
Olika | ||||
Business Acquisition [Line Items] | ||||
Net tangible assets | $ (9) | |||
Goodwill | 23,005 | |||
Total consideration | 29,596 | |||
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 | $ 111.9 | |||
Payments to acquire businesses, gross | 13.3 | |||
Amyris common stock value | 59.5 | |||
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 | Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 131,259 | $ 0 | $ 0 | |
Beauty Labs | ||||
Business Acquisition [Line Items] | ||||
Net tangible assets | $ (3,948) | |||
Goodwill | 94,393 | |||
Total consideration | 111,945 | |||
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 |
Stock-based Compensation - Empl
Stock-based Compensation - Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Compensating Balances [Line Items] | |||
Total stock-based compensation expense | $ 33,393 | $ 13,743 | $ 12,554 |
Cost of products sold | |||
Compensating Balances [Line Items] | |||
Total stock-based compensation expense | 295 | 0 | 0 |
Research and development | |||
Compensating Balances [Line Items] | |||
Total stock-based compensation expense | 5,591 | 3,871 | 2,900 |
Sales, general and administrative | |||
Compensating Balances [Line Items] | |||
Total stock-based compensation expense | $ 27,507 | $ 9,872 | $ 9,654 |
Stock-based Compensation - 2020
Stock-based Compensation - 2020 Equity Incentive Plans (Details) - $ / shares | Jun. 22, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding awards (in shares) | 3,087,225 | 6,502,096 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 9.91 | $ 7.64 | ||
Period-end restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding (in shares) | 13,731,320 | 7,043,909 | ||
2020 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 30,000,000 | |||
Number of shares available for grant (in shares) | 13,304,454 | |||
2020 Equity Incentive Plan | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 10 years | |||
2020 Equity Incentive Plan | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 5 years | |||
2010 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 1,666,666 | |||
Minimum percent of exercise price to fair market value on grant date | 100.00% | |||
Minimum percent of exercise price to fair market value on grant date of ten percent or greater shareholder of company | 110.00% | |||
Minimum percent of shareholder triggering higher exercise price | 10.00% | |||
Percentage of outstanding shares | 5.00% | |||
2020 and 2010 Equity Incentive Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding awards (in shares) | 3,087,225 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 9.91 | |||
2020 and 2010 Equity Incentive Plans | Period-end restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding (in shares) | 13,731,320 |
Stock-based Compensation - 2010
Stock-based Compensation - 2010 Employee Stock Purchase Plan (Details) - 2010 Employee Stock Purchase Plan | Sep. 27, 2010 | May 31, 2021shares | May 31, 2018shares | Dec. 31, 2021instrument |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Consecutive offering period | 1 year | |||
Number of purchase periods | instrument | 2 | |||
Purchase period | 6 months | |||
Purchase price of common stock, percent | 85.00% | |||
Percentage of outstanding shares | 1.00% | |||
Number of additional shares authorized (in shares) | 800,000 | 1,000,000 | ||
Share-based compensation, expiration period | 10 years | |||
Share-based compensation, annual automatic increase term | 9 years | |||
Number of shares authorized (in shares) | 2,466,666 |
Stock-based Compensation - Ever
Stock-based Compensation - Evergreen Shares for 2020 Equity Incentive Plan and 2010 Employee Stock Purchase Plan (Details) - shares | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 22, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding shares (in shares) | 308,899,906 | 244,951,446 | 117,742,677 | 76,564,829 | ||
2020 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Automatic annual increase, number of shares available for grant and issuance (in shares) | 12,247,572 | |||||
Automatic annual increase, percentage of total outstanding shares | 5.00% | |||||
Number of shares authorized (in shares) | 30,000,000 | |||||
2010 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Automatic annual increase, shares reserved for issuance (in shares) | 42,077 | |||||
Number of shares authorized (in shares) | 1,666,666 |
Stock-based Compensation - Perf
Stock-based Compensation - Performance-based Stock Units (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2021$ / sharesshares | May 31, 2021tranche$ / sharesshares | Dec. 31, 2021USD ($)tranche | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected volatility | 97.00% | 89.00% | 84.00% | ||
Share-based compensation expense (reversal) | $ | $ 33,393 | $ 13,743 | $ 12,554 | ||
Risk-free interest rate | 1.20% | 0.70% | 1.80% | ||
Chief Operating Officer | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Per share grant date fair value (in dollars per share) | $ / shares | $ 13.39 | ||||
Number of tranches | tranche | 6 | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 8,000 | ||||
Chief Operating Officer | Performance Shares | General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense (reversal) | $ | 3,000 | ||||
Chief Operating Officer | Performance Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | shares | 0 | ||||
Chief Operating Officer | Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | shares | 600,000 | ||||
Chief Executive Officer | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | 68,600 | ||||
Chief Executive Officer | Performance Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | shares | 0 | ||||
Chief Executive Officer | Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | shares | 6,000,000 | ||||
Chief Financial Officer | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 3,400 | ||||
Chief Financial Officer | Performance Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | shares | 0 | ||||
Chief Financial Officer | Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | shares | 300,000 | ||||
Chief Financial Officer and Chief Executive Officer | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected volatility | 101.00% | ||||
Number of tranches | tranche | 4 | ||||
Share-based compensation expense (reversal) | $ | $ (1,300) | ||||
Shares cancelled and forfeited (in shares) | shares | 3,250,000 | ||||
Risk-free interest rate | 0.48% | ||||
Chief Financial Officer and Chief Executive Officer | Performance Shares | General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense (reversal) | $ | $ 6,100 | ||||
Chief Financial Officer and Chief Executive Officer | Performance Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Per share grant date fair value (in dollars per share) | $ / shares | $ 9.79 | ||||
Chief Financial Officer and Chief Executive Officer | Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Per share grant date fair value (in dollars per share) | $ / shares | $ 12.93 |
Stock-based Compensation - Opti
Stock-based Compensation - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Compensating Balances [Line Items] | |||
Options granted (in shares) | 734,056 | 1,269,808 | 530,140 |
Weighted-average grant-date fair value per share | $ 13.54 | $ 3.75 | $ 3.83 |
Compensation expense related to stock options (in millions) | $ 33,393 | $ 13,743 | $ 12,554 |
Unrecognized compensation costs as of December 31 (in millions) | 7,800 | 5,200 | 4,500 |
Period-end stock options to purchase common stock | |||
Compensating Balances [Line Items] | |||
Compensation expense related to stock options (in millions) | $ 1,800 | $ 1,700 | $ 1,900 |
Period for recognition | 2 years 9 months 18 days |
Stock-based Compensation - Shar
Stock-based Compensation - Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.20% | 0.70% | 1.80% |
Expected term (in years) | 6 years 8 months 12 days | 6 years 10 months 24 days | 6 years 10 months 24 days |
Expected volatility | 97.00% | 89.00% | 84.00% |
Stock-based Compensation - Sh_2
Stock-based Compensation - Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Stock Options | |||
Outstanding, beginning balance (in shares) | 6,502,096 | ||
Grants in period, (in shares) | 734,056 | 1,269,808 | 530,140 |
Exercised (in shares) | (634,778) | ||
Forfeited or expired (in shares) | (3,514,149) | ||
Outstanding, ending balance (in shares) | 3,087,225 | 6,502,096 | |
Vested or expected to vest (in shares) | 2,975,309 | ||
Exercisable shares (in shares) | 1,547,828 | ||
Weighted- average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 7.64 | ||
Granted (in dollars per share) | 13.54 | ||
Exercised (in dollars per share) | 5.19 | ||
Forfeited or expired (in dollars per share) | 7.32 | ||
Outstanding, ending balance (in dollars per share) | 9.91 | $ 7.64 | |
Vested or expected to vest (in dollars per share) | 9.96 | ||
Exercisable (in dollars per share) | $ 11.77 | ||
Weighted-average Remaining Contractual Life (in years) | |||
Outstanding (in years) | 7 years 1 month 6 days | 7 years 7 months 6 days | |
Vested or expected to vest (in years) | 7 years 1 month 6 days | ||
Exercisable (in years) | 5 years 9 months 18 days | ||
Aggregate Intrinsic Value (in thousands) | |||
Outstanding | $ 2,580,000 | $ 8,875,000 | |
Vested and expected to vest | 2,493,000 | ||
Exercisable | 1,283,000 | ||
Exercises in period, intrinsic value | $ 6,700,000 | $ 0 | $ 0 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units (Including Performance-based Stock Units) Activity and Expense (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense related to stock options (in millions) | $ 33,393 | $ 13,743 | $ 12,554 |
Period-end restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in period (in shares) | 10,786,300 | 4,415,209 | 2,996,660 |
Awarded (in dollars per share) | $ 12.27 | $ 3.72 | $ 3.96 |
Compensation expense related to stock options (in millions) | $ 30,700 | $ 11,400 | $ 10,200 |
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 116,900 | $ 23,900 |
Stock-based Compensation - Temp
Stock-based Compensation - Temporal Display of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Restricted Stock Units | |||
Outstanding, beginning balance (in shares) | 7,043,909 | ||
Grants in period (in shares) | 10,786,300 | 4,415,209 | 2,996,660 |
Vested (in shares) | (3,177,151) | ||
Forfeited (in shares) | (921,738) | ||
Outstanding, ending balance (in shares) | 13,731,320 | 7,043,909 | |
Vested or expected to vest (in shares) | 11,743,504 | ||
Weighted- average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 4.18 | ||
Awarded (in dollars per share) | 12.27 | $ 3.72 | $ 3.96 |
Vested (in dollars per share) | 5.84 | ||
Forfeited (in dollars per share) | 6.56 | ||
Outstanding, ending balance (in dollars per share) | 9.99 | $ 4.18 | |
Vested or expected to vest (in dollars per share) | $ 9.85 | ||
Weighted-average Remaining Contractual Life (in years) | |||
Outstanding (in years) | 2 years 9 months 18 days | 1 year 6 months | |
Vested or expected to vest (in years) | 2 years 7 months 6 days |
Stock-based Compensation - ESPP
Stock-based Compensation - ESPP Activity and Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense related to stock options (in millions) | $ 33,393 | $ 13,743 | $ 12,554 |
2010 Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (in shares) | 1,046,869 | 494,855 | |
Compensation expense related to stock options (in millions) | $ 900 | $ 600 | $ 400 |
Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of common stock upon ESPP purchase (in shares) | 290,063 | 357,655 | 318,490 |
Income Taxes - Components of In
Income Taxes - Components of Income Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (268,423) | $ (324,720) | $ (227,614) |
Foreign | (10,660) | (6,015) | (14,524) |
Loss before income taxes and loss from investment in affiliate | $ (279,083) | $ (330,735) | $ (242,138) |
Income Taxes - Components of Be
Income Taxes - Components of Benefit (Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ (7,478) | $ 293 | $ 621 |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 8 |
Total current (benefit) provision | (7,478) | 293 | 629 |
Deferred: | |||
Federal | (326) | 0 | 0 |
State | (22) | 0 | 0 |
Foreign | (288) | 0 | 0 |
Total deferred provision | (636) | 0 | 0 |
Total (benefit from) provision for income taxes | $ (8,114) | $ 293 | $ 629 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax rate | (21.00%) | (21.00%) | (21.00%) |
Change in fair value of convertible debt | 2.90% | 5.70% | 0.00% |
Derivative liability | 2.20% | 4.80% | 4.70% |
Federal R&D credit | (0.90%) | (0.60%) | (0.70%) |
Foreign losses | 0.70% | 0.40% | 0.90% |
IRC Section 382 limitation | (2.70%) | 0.00% | 0.00% |
Nondeductible interest | 0.30% | 0.50% | 1.00% |
Stock-based compensation | (1.50%) | 0.00% | 0.00% |
Other | 1.30% | 0.30% | 2.40% |
Change in valuation allowance | 15.70% | 10.00% | 13.00% |
Effective income tax rate | (3.00%) | 0.10% | 0.30% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||||
Net operating loss carryforwards | $ 179,921 | $ 123,638 | $ 88,513 | |
Property, plant and equipment | 6,239 | 6,965 | 8,239 | |
Research and development credits | 22,463 | 18,279 | 15,002 | |
Foreign tax credit | 0 | 0 | 0 | |
Accruals and reserves | 10,094 | 12,003 | 13,934 | |
Stock-based compensation | 3,530 | 4,291 | 6,164 | |
Disallowed interest carryforward | 12,922 | 10,843 | 7,072 | |
Capitalized research and development costs | 10,903 | 16,390 | 21,723 | |
Intangible assets and other | 0 | 1,888 | 2,503 | |
Equity investments | 0 | 531 | 304 | |
Total deferred tax assets | 246,072 | 194,828 | 163,454 | |
Intangible assets and other | (6,611) | 0 | 0 | |
Equity investments | (515) | 0 | 0 | |
Operating lease right-of-use assets | (4,783) | (2,051) | (2,643) | |
Debt discounts and derivatives | (79,845) | (774) | (7,176) | |
Total deferred tax liabilities | (91,754) | (2,825) | (9,819) | |
Net deferred tax assets prior to valuation allowance | 154,318 | 192,003 | 153,635 | |
Less: deferred tax assets valuation allowance | (158,597) | (192,003) | (153,635) | $ (124,025) |
Net deferred tax assets | $ (4,279) | $ 0 | $ 0 |
Income Taxes - Activity in the
Income Taxes - Activity in the Deferred Tax Assets Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Tax Assets [Roll Forward] | |||
Balance at Beginning of Year | $ 192,003 | $ 153,635 | $ 124,025 |
Additions | 0 | 38,368 | 29,610 |
Reductions / Charges | (33,406) | 0 | |
Balance at End of Year | $ 158,597 | $ 192,003 | $ 153,635 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Aug. 11, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Contingency [Line Items] | ||||
Deferred tax asset, valuation allowance, reductions and charges | $ 33,406,000 | $ 0 | ||
Deferred tax asset, valuation allowance, addition | 0 | $ 38,368,000 | 29,610,000 | |
Deferred tax liability | 91,754,000 | 2,825,000 | 9,819,000 | |
Income tax penalties and interest accrued | 0 | $ 300,000 | $ 600,000 | |
Unrecognized tax benefits that may reverse | 18,000 | |||
2026 convertible senior notes | Convertible Notes | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax liability | 81,100,000 | |||
Olika | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax liability | $ 348,000 | |||
Decrease in valuation allowance | 348,000 | |||
Beauty Labs | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax liability | 3,500,000 | |||
MG Empower | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax liability | $ 700,000 | |||
Domestic Tax Authority | Internal Revenue Service (IRS) | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 794,500,000 | |||
Domestic Tax Authority | Internal Revenue Service (IRS) | Research Tax Credit Carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforward, amount | 7,800,000 | |||
State and Local Jurisdiction | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 217,500,000 | |||
State and Local Jurisdiction | California Franchise Tax Board | Research Tax Credit Carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforward, amount | 18,900,000 | |||
Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | $ 39,300,000 |
Income Taxes - Uncertain Tax Be
Income Taxes - Uncertain Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 33,094 | $ 31,538 | $ 30,127 |
Lapse of statute | (6,564) | ||
Increases in tax positions for prior period | 0 | 0 | 0 |
Increases in tax positions during current period | 1,979 | 1,556 | 1,411 |
Ending balance | $ 28,509 | $ 33,094 | $ 31,538 |
Geographical Information (Detai
Geographical Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 72,835 | $ 32,875 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 18,537 | 14,686 |
Brazil | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 54,247 | 16,845 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 51 | $ 1,344 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - No Planet B LLC | Jan. 26, 2022 |
Subsequent Event [Line Items] | |
Percentage of voting interests acquired | 70.00% |
Business acquisition, percentage of shares issued to shares outstanding | 1.00% |
Uncategorized Items - amrs-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2017-11 [Member] |