Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-34885 | |
Entity Registrant Name | AMYRIS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 55-0856151 | |
Entity Address, Address Line One | 5885 Hollis Street | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Emeryville | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94608 | |
City Area Code | 510 | |
Local Phone Number | 450-0761 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | AMRS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 325,188,403 | |
Entity Central Index Key | 0001365916 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 18,489 | $ 483,462 |
Restricted cash | 93 | 199 |
Accounts receivable, net of allowance of $1,752 and $945, respectively | 40,410 | 37,074 |
Accounts receivable - related party, net of allowance of $0 and $0, respectively | 7,428 | 5,667 |
Contract assets | 3,361 | 4,227 |
Contract assets - related party | 25,371 | 0 |
Inventories | 129,332 | 75,070 |
Prepaid expenses and other current assets | 47,998 | 33,513 |
Total current assets | 272,482 | 639,212 |
Property, plant and equipment, net | 169,827 | 72,835 |
Restricted cash, noncurrent | 6,057 | 4,651 |
Recoverable taxes from Brazilian government entities | 22,382 | 16,740 |
Right-of-use assets under financing leases, net | 329 | 7,342 |
Right-of-use assets under operating leases, net | 88,459 | 32,428 |
Goodwill | 126,660 | 131,259 |
Intangible assets, net | 54,662 | 39,265 |
Other assets | 13,202 | 10,566 |
Total assets | 754,060 | 954,298 |
Current liabilities: | ||
Accounts payable | 133,819 | 79,666 |
Accrued and other current liabilities | 84,541 | 71,457 |
Financing lease liabilities | 12 | 140 |
Operating lease liabilities | 1,589 | 7,689 |
Contract liabilities | 953 | 2,530 |
Debt, current portion | 1,720 | 896 |
Related party debt, current portion | 86,628 | 107,427 |
Total current liabilities | 309,262 | 269,805 |
Long-term debt, net of current portion | 673,927 | 309,061 |
Related party debt, net of current portion | 51,570 | 0 |
Financing lease liabilities, net of current portion | 51 | 61 |
Operating lease liabilities, net of current portion | 75,898 | 19,829 |
Derivative liabilities | 3,303 | 7,062 |
Acquisition-related contingent consideration (Note 3 and Note 7) | 40,275 | 64,762 |
Other noncurrent liabilities | 4,578 | 4,510 |
Total liabilities | 1,158,864 | 675,090 |
Commitments and contingencies | ||
Mezzanine equity: | ||
Contingently redeemable common stock | 5,000 | 5,000 |
Contingently redeemable noncontrolling interest | 30,882 | 28,520 |
Stockholders’ (deficit) equity: | ||
Preferred stock - $0.0001 par value, 5,000,000 shares authorized as of September 30, 2022 and December 31, 2021; zero shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock - $0.0001 par value, 550,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 324,885,832 and 308,899,906 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 32 | 31 |
Additional paid-in capital | 2,384,348 | 2,656,838 |
Accumulated other comprehensive loss | (81,582) | (52,769) |
Accumulated deficit | (2,730,381) | (2,357,661) |
Total Amyris, Inc. stockholders’ (deficit) equity | (427,583) | 246,439 |
Noncontrolling interest | (13,103) | (751) |
Total stockholders' (deficit) equity | (440,686) | 245,688 |
Total liabilities, mezzanine equity and stockholders' (deficit) equity | $ 754,060 | $ 954,298 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 1,752 | $ 945 |
Accounts receivable, allowance, related parties | $ 0 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 550,000,000 | 550,000,000 |
Common stock, shares issued (in shares) | 324,885,832 | 308,899,906 |
Common stock, shares outstanding (in shares) | 324,885,832 | 308,899,906 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Revenue | $ 71,129 | $ 47,866 | $ 194,045 | $ 277,041 |
Cost and operating expenses: | ||||
Cost of products sold | 65,818 | 40,252 | 170,743 | 93,332 |
Research and development | 28,780 | 23,824 | 81,249 | 69,580 |
Sales, general and administrative | 124,709 | 70,635 | 358,212 | 162,897 |
Total cost and operating expenses | 219,307 | 134,711 | 610,204 | 325,809 |
Loss from operations | (148,178) | (86,845) | (416,159) | (48,768) |
Other income (expense): | ||||
Interest expense | (6,289) | (4,321) | (16,856) | (14,857) |
(Loss) gain from change in fair value of derivative instruments | (1,654) | 4,778 | 3,759 | (12,826) |
(Loss) gain from change in fair value of debt | (12,689) | 52,294 | 43,221 | (204,359) |
Loss upon extinguishment of debt | 0 | (680) | 0 | (27,058) |
Other income (expense), net | 1,688 | 690 | (584) | 40 |
Total other income (expense), net | (18,944) | 52,761 | 29,540 | (259,060) |
Loss before income taxes and loss from investment in affiliate | (167,122) | (34,084) | (386,619) | (307,828) |
(Provision for) benefit from income taxes | (152) | (58) | 1,353 | (170) |
(Loss) income from investment in affiliate | (748) | 181 | (6,509) | (567) |
Net loss | (168,022) | (33,961) | (391,775) | (308,565) |
Loss (income) attributable to noncontrolling interest | 6,627 | 1,017 | 13,062 | (249) |
Net loss attributable to Amyris, Inc. | (161,395) | (32,944) | (378,713) | (308,814) |
Less: loss allocated to participating securities | 0 | 0 | 0 | 787 |
Net loss attributable to Amyris, Inc. common stockholders | $ (161,395) | $ (32,944) | $ (378,713) | $ (308,027) |
Earnings Per Share [Abstract] | ||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.50) | $ (0.11) | $ (1.19) | $ (1.07) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic (in shares) | 322,286,529 | 300,888,579 | 318,400,804 | 286,919,463 |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.50) | $ (0.27) | $ (1.24) | $ (1.07) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted (in shares) | 322,286,529 | 317,568,913 | 335,126,922 | 286,919,463 |
Renewable Products | ||||
Revenue: | ||||
Revenue | $ 58,563 | $ 36,508 | $ 156,418 | $ 101,859 |
Licenses and Royalties | ||||
Revenue: | ||||
Revenue | 10,113 | 6,006 | 25,880 | 160,806 |
Collaborations, Grants and Other | ||||
Revenue: | ||||
Revenue | $ 2,453 | $ 5,352 | $ 11,747 | $ 14,376 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues, related party | $ 13,893 | $ 14,214 | $ 40,540 | $ 168,108 |
Renewable Products | ||||
Revenues, related party | 3,787 | 6,214 | 11,164 | 12,496 |
Licenses and Royalties | ||||
Revenues, related party | 10,106 | 6,000 | 25,376 | 149,612 |
Collaborations, Grants and Other | ||||
Revenues, related party | $ 0 | $ 2,000 | $ 4,000 | $ 6,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Comprehensive income (loss): | ||||
Net income (loss) | $ (168,022) | $ (33,961) | $ (391,775) | $ (308,565) |
Foreign currency translation adjustment | (20,231) | (7,494) | (28,813) | (4,759) |
Total comprehensive income (loss) | (188,253) | (41,455) | (420,588) | (313,324) |
Loss (income) attributable to noncontrolling interest | 6,627 | 1,017 | 13,062 | (249) |
Comprehensive income (loss) attributable to Amyris, Inc. | $ (181,626) | $ (40,438) | $ (407,526) | $ (313,573) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (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 Capital Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2020 | 8,280 | |||||||||
Beginning balance at Dec. 31, 2020 | $ (172,045) | $ 0 | $ 24 | $ 1,957,224 | $ (47,375) | $ (2,086,692) | $ 4,774 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 244,951,446 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 496,341 | |||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (2) | (2) | ||||||||
Issuance of common stock and warrants upon conversion of debt principal (in shares) | 5,827,164 | |||||||||
Issuance of common stock and warrants upon conversion of debt principal | 110,575 | $ 1 | 110,574 | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 377,542 | |||||||||
Issuance of common stock upon exercise of stock options | 1,920 | 1,920 | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 15,557,480 | |||||||||
Issuance of common stock upon exercise of warrants | 32,219 | $ 2 | 32,217 | |||||||
Issuance of common stock upon exercise of warrants - related party (in shares) | 6,056,944 | |||||||||
Stock-based compensation | 4,281 | 4,281 | ||||||||
Foreign currency translation adjustment | (2,038) | (2,038) | ||||||||
Net income (loss) attributable to Amyris, Inc. | (290,051) | (291,251) | 1,200 | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 8,280 | |||||||||
Ending balance at Mar. 31, 2021 | (315,141) | $ 0 | $ 27 | 2,106,214 | (49,413) | (2,377,943) | 5,974 | |||
Ending balance (in shares) at Mar. 31, 2021 | 273,266,917 | |||||||||
Beginning balance, contingently redeemable common stock at Dec. 31, 2020 | 5,000 | |||||||||
Ending balance, contingently redeemable common stock at Mar. 31, 2021 | 5,000 | |||||||||
Ending balance, contingently redeemable noncontrolling interest at Mar. 31, 2021 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of contingently redeemable noncontrolling interest | (14,520) | (14,520) | ||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 880,603 | |||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (1,479) | (1,479) | ||||||||
Issuance of common stock as purchase consideration in business combinations (in shares) | 225,784 | |||||||||
Issuance of common stock as purchase consideration in business combinations | 3,167 | 3,167 | ||||||||
Issuance of common stock in public offering (in shares) | 8,805,345 | |||||||||
Issuance of common stock in public offering | 130,793 | $ 1 | 130,792 | |||||||
Issuance of common stock upon conversion of debt principal (in shares) | 2,862,772 | |||||||||
Issuance of common stock upon conversion of debt principal | 38,633 | $ 1 | 38,632 | |||||||
Issuance of common stock upon conversion of preferred stock (in shares) | (8,280) | 1,943,659 | ||||||||
Issuance of common stock upon ESPP purchase (in shares) | 145,112 | |||||||||
Issuance of common stock upon ESPP purchase | 321 | 321 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 145,200 | |||||||||
Issuance of common stock upon exercise of stock options | 860 | 860 | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 1,381,940 | |||||||||
Issuance of common stock upon exercise of warrants | 6,622 | 6,622 | ||||||||
Issuance of common stock upon exercise of warrants - related party (in shares) | 8,057,966 | |||||||||
Issuance of common stock upon exercise of warrants - related party | 5,745 | $ 1 | 5,744 | |||||||
Stock-based compensation | 8,747 | 8,747 | ||||||||
Foreign currency translation adjustment | 4,773 | 4,773 | ||||||||
Net income (loss) attributable to Amyris, Inc. | 15,447 | 15,381 | 66 | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | |||||||||
Ending balance at Jun. 30, 2021 | (116,032) | $ 0 | $ 30 | 2,285,100 | (44,640) | (2,362,562) | 6,040 | |||
Ending balance (in shares) at Jun. 30, 2021 | 297,715,298 | |||||||||
Increase (Decrease) in Mezzanine Equity [Roll Forward] | ||||||||||
Issuance of contingently redeemable noncontrolling interest | 28,520 | |||||||||
Ending balance, contingently redeemable common stock at Jun. 30, 2021 | 5,000 | |||||||||
Ending balance, contingently redeemable noncontrolling interest at Jun. 30, 2021 | 28,520 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 1,180,864 | |||||||||
Issuance of common stock as purchase consideration in business combinations (in shares) | 3,580,479 | |||||||||
Issuance of common stock as purchase consideration in business combinations | 53,251 | 53,251 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 77,500 | |||||||||
Issuance of common stock upon exercise of stock options | 351 | 351 | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 1,499,648 | |||||||||
Issuance of common stock upon exercise of warrants - related party (in shares) | 3,778,230 | |||||||||
Issuance of common stock upon exercise of warrants - related party | 10,835 | $ 1 | 10,834 | |||||||
Stock-based compensation | 8,905 | 8,905 | ||||||||
Foreign currency translation adjustment | (7,494) | (7,494) | ||||||||
Distribution to noncontrolling interest | (2,700) | (2,700) | ||||||||
Net income (loss) attributable to Amyris, Inc. | (33,961) | (32,944) | (1,017) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | |||||||||
Ending balance at Sep. 30, 2021 | (86,845) | $ 0 | $ 31 | 2,358,441 | (52,134) | (2,395,506) | 2,323 | |||
Ending balance (in shares) at Sep. 30, 2021 | 307,832,019 | |||||||||
Ending balance, contingently redeemable common stock at Sep. 30, 2021 | 5,000 | |||||||||
Ending balance, contingently redeemable noncontrolling interest at Sep. 30, 2021 | $ 28,520 | |||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 245,688 | $ (361,981) | $ 0 | $ 31 | 2,656,838 | $ (367,974) | (52,769) | (2,357,661) | $ 5,993 | (751) |
Beginning balance (in shares) at Dec. 31, 2021 | 308,899,906 | 308,899,906 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Acquisitions | $ 155 | 155 | ||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 528,704 | |||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (3) | (3) | ||||||||
Issuance of common stock as purchase consideration in business combinations (in shares) | 7,121,806 | |||||||||
Issuance of common stock as purchase consideration in business combinations | 33,094 | $ 1 | 33,093 | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 33,250 | |||||||||
Issuance of common stock upon exercise of stock options | 98 | 98 | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 1,391,603 | |||||||||
Issuance of common stock upon exercise of warrants | 3,994 | 3,994 | ||||||||
Stock-based compensation | 11,588 | 11,588 | ||||||||
Foreign currency translation adjustment | 15,286 | 15,286 | ||||||||
Net income (loss) attributable to Amyris, Inc. | (110,233) | (107,305) | (2,928) | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | |||||||||
Ending balance at Mar. 31, 2022 | (162,314) | $ 0 | $ 32 | 2,337,634 | (37,483) | (2,458,973) | (3,524) | |||
Ending balance (in shares) at Mar. 31, 2022 | 317,975,269 | |||||||||
Beginning balance, contingently redeemable common stock at Dec. 31, 2021 | 5,000 | |||||||||
Beginning balance, contingently redeemable noncontrolling interest at Dec. 31, 2021 | 28,520 | |||||||||
Increase (Decrease) in Mezzanine Equity [Roll Forward] | ||||||||||
Contingently redeemable noncontrolling interest, acquisitions | 2,917 | |||||||||
Ending balance, contingently redeemable common stock at Mar. 31, 2022 | 5,000 | |||||||||
Ending balance, contingently redeemable noncontrolling interest at Mar. 31, 2022 | $ 31,437 | |||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 245,688 | $ (361,981) | $ 0 | $ 31 | 2,656,838 | $ (367,974) | (52,769) | (2,357,661) | $ 5,993 | (751) |
Beginning balance (in shares) at Dec. 31, 2021 | 308,899,906 | 308,899,906 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 36,021 | |||||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | 0 | ||||||||
Ending balance at Sep. 30, 2022 | $ (440,686) | $ 0 | $ 32 | 2,384,348 | (81,582) | (2,730,381) | (13,103) | |||
Ending balance (in shares) at Sep. 30, 2022 | 324,885,832 | 324,885,832 | ||||||||
Beginning balance, contingently redeemable common stock at Dec. 31, 2021 | $ 5,000 | |||||||||
Beginning balance, contingently redeemable noncontrolling interest at Dec. 31, 2021 | 28,520 | |||||||||
Ending balance, contingently redeemable common stock at Sep. 30, 2022 | 5,000 | |||||||||
Ending balance, contingently redeemable noncontrolling interest at Sep. 30, 2022 | 30,882 | |||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | |||||||||
Beginning balance at Mar. 31, 2022 | (162,314) | $ 0 | $ 32 | 2,337,634 | (37,483) | (2,458,973) | (3,524) | |||
Beginning balance (in shares) at Mar. 31, 2022 | 317,975,269 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 1,087,200 | |||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (7) | (7) | ||||||||
Issuance of common stock as purchase consideration in business combinations (in shares) | 806,757 | |||||||||
Issuance of common stock as purchase consideration in business combinations | 3,485 | 3,485 | ||||||||
Issuance of common stock in lieu of cash compensation to non-employee directors | 279 | 279 | ||||||||
Issuance of common stock upon ESPP purchase (in shares) | 334,699 | |||||||||
Issuance of common stock upon ESPP purchase | 671 | 671 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 2,771 | |||||||||
Issuance of common stock upon exercise of stock options | 5 | 5 | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 904,732 | |||||||||
Issuance of common stock upon exercise of warrants | 2,597 | 2,597 | ||||||||
Stock-based compensation | 12,647 | 12,647 | ||||||||
Foreign currency translation adjustment | (23,868) | (23,868) | ||||||||
Net income (loss) attributable to Amyris, Inc. | (113,087) | (110,013) | (3,074) | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | |||||||||
Ending balance at Jun. 30, 2022 | (279,592) | $ 0 | $ 32 | 2,357,311 | (61,351) | (2,568,986) | (6,598) | |||
Ending balance (in shares) at Jun. 30, 2022 | 321,111,428 | |||||||||
Beginning balance, contingently redeemable common stock at Mar. 31, 2022 | 5,000 | |||||||||
Beginning balance, contingently redeemable noncontrolling interest at Mar. 31, 2022 | 31,437 | |||||||||
Increase (Decrease) in Mezzanine Equity [Roll Forward] | ||||||||||
Net income (loss) attributable to Amyris, Inc. | (433) | |||||||||
Ending balance, contingently redeemable common stock at Jun. 30, 2022 | 5,000 | |||||||||
Ending balance, contingently redeemable noncontrolling interest at Jun. 30, 2022 | 31,004 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 1,435,671 | |||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (5) | (5) | ||||||||
Issuance of common stock as purchase consideration in business combinations (in shares) | 918,277 | |||||||||
Issuance of common stock as purchase consideration in business combinations | 2,700 | 2,700 | ||||||||
Issuance of common stock as purchase consideration for equity securities (in shares) | 1,420,456 | |||||||||
Issuance of common stock as purchase consideration for equity securities | 5,753 | 5,753 | ||||||||
Issuance of warrants in connection with related party debt issuance | 5,833 | 5,833 | ||||||||
Proceeds from extension of warrants | 500 | 500 | ||||||||
Stock-based compensation | 12,256 | 12,256 | ||||||||
Foreign currency translation adjustment | (20,231) | (20,231) | ||||||||
Net income (loss) attributable to Amyris, Inc. | $ (167,900) | (161,395) | (6,505) | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | 0 | ||||||||
Ending balance at Sep. 30, 2022 | $ (440,686) | $ 0 | $ 32 | $ 2,384,348 | $ (81,582) | $ (2,730,381) | $ (13,103) | |||
Ending balance (in shares) at Sep. 30, 2022 | 324,885,832 | 324,885,832 | ||||||||
Increase (Decrease) in Mezzanine Equity [Roll Forward] | ||||||||||
Net income (loss) attributable to Amyris, Inc. | $ (122) | |||||||||
Ending balance, contingently redeemable common stock at Sep. 30, 2022 | 5,000 | |||||||||
Ending balance, contingently redeemable noncontrolling interest at Sep. 30, 2022 | $ 30,882 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Equity (Deficit) and Mezzanine Equity (Parentheticals) | 3 Months Ended |
Mar. 31, 2021 shares | |
2026 convertible senior notes | Convertible notes | |
Shares to be returned per agreement (in shares) | 2,600,000 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (391,775) | $ (308,565) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion of debt discount | 3,004 | 2,672 |
Amortization of intangible assets | 3,260 | 480 |
Amortization of right-of-use assets under operating leases | 4,039 | 2,455 |
Depreciation and amortization | 8,179 | 6,526 |
(Gain) loss from change in fair value of debt | (43,221) | 204,359 |
(Gain) loss from change in fair value of derivative instruments | (3,759) | 12,826 |
Loss from investment in affiliate | 6,509 | 567 |
(Gain) loss on foreign currency exchange rates | (2,401) | 106 |
Loss upon extinguishment of debt | 0 | 27,058 |
Loss on disposal of property, plant and equipment | 614 | 0 |
Stock-based compensation | 36,491 | 21,933 |
Changes in assets and liabilities: | ||
Accounts receivable | (6,989) | (1,163) |
Contract assets | (24,505) | (132) |
Inventories | (53,789) | (27,317) |
Deferred cost of products sold - related party | 0 | 7,497 |
Prepaid expenses and other assets | (22,091) | (26,073) |
Accounts payable | 56,730 | 39,570 |
Accrued and other liabilities | 7,814 | 3,061 |
Lease liabilities | (9,568) | (3,758) |
Contract liabilities | (1,559) | (1,265) |
Net cash provided by (used in) operating activities | (433,017) | (39,163) |
Investing activities | ||
Purchases of property, plant and equipment | (101,548) | (22,119) |
Acquisitions, net of cash acquired | (17,760) | (18,462) |
Net cash used in investing activities | (119,308) | (40,581) |
Financing activities | ||
Proceeds from issuance of debt, net of issuance costs | 80,795 | 0 |
Proceeds from exercises of warrants | 6,591 | 38,841 |
Proceeds from issuance of common stock upon ESPP purchase | 671 | 321 |
Proceeds from extension of warrants | 500 | 0 |
Proceeds from exercises of common stock options | 103 | 3,131 |
Principal payments on financing leases | (138) | (2,993) |
Payment of minimum employee taxes withheld upon net share settlement of restricted stock units | (15) | (1,481) |
Distribution to noncontrolling interest | 0 | (2,700) |
Issuance costs incurred in connection with debt modification | 0 | (2,500) |
Principal payments on debt | 0 | (25,938) |
Proceeds from exercises of warrants - related party | 0 | 16,580 |
Proceeds from issuance of common stock in public offering, net of issuance costs | 0 | 130,793 |
Proceeds from issuance of contingently redeemable noncontrolling interest in subsidiary | 0 | 10,000 |
Net cash provided by financing activities | 88,507 | 164,054 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 145 | 402 |
Net increase in cash, cash equivalents and restricted cash | (463,673) | 84,712 |
Cash, cash equivalents and restricted cash at beginning of period | 488,312 | 31,422 |
Cash, cash equivalents and restricted cash at end of the period | 24,639 | 116,134 |
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 18,489 | 114,887 |
Restricted cash, current | 93 | 286 |
Restricted cash, noncurrent | 6,057 | 961 |
Total cash, cash equivalents and restricted cash | 24,639 | 116,134 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 5,691 | 5,459 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Acquisition of intangible assets in connection with business combinations | 22,944 | 40,707 |
Acquisition of right-of-use assets under operating leases | 60,195 | 3,397 |
Common stock and warrants issued in exchange for debt principal and accrued interest reduction | 0 | 149,208 |
Common stock issued as purchase consideration for equity securities | 5,753 | 0 |
Common stock issued as purchase consideration in business combinations | 39,279 | 56,418 |
Common stock issued in lieu of cash compensation to non-employee directors | 279 | 0 |
Derecognition of derivative liabilities to equity upon extinguishment of debt | 0 | 59 |
Goodwill recorded in connection with business combinations | 13,904 | 130,927 |
Noncontrolling interest issued in subsidiary in exchange for settlement of other liabilities | 0 | 4,000 |
Noncontrolling interest recorded in connection with business combinations | 3,072 | 0 |
Reclassification of Additional paid-in capital to Mezzanine equity in connection with issuance of contingently redeemable noncontrolling interest in subsidiary | 0 | 14,520 |
Unpaid property, plant and equipment balances in accounts payable and accrued liabilities at end of period | $ 2,871 | $ 5,756 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Amyris, Inc. and subsidiaries (collectively, Amyris or the Company) is a biotechnology company delivering sustainable science-based solutions 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. The accompanying unaudited condensed consolidated financial statements of Amyris, Inc. should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, from which the condensed consolidated balance sheet as of December 31, 2021 is derived. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the accompanying unaudited interim condensed consolidated financial statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The Company's cash and cash equivalents were $18.5 million as of September 30, 2022. In October 2022, the Company secured $75 million of debt financing from DSM Finance B.V. (DSM Finance). In addition, the Company is actively working to secure additional funding from a strategic transaction to meet the Company's spending obligations for the next 12 months following the issuance of these financial statements. Management currently expects that the company’s cash position combined with cash generated from operations, expected earnout payments along with planned price increases, operating expense reduction actions, debt, and, importantly, the successful completion of the aforementioned strategic transaction, to not raise substantial doubt about the Company’s ability to continue as a going concern for the next 12 months. Significant Accounting Policies Note 1, "Basis of Presentation and Summary of Significant Accounting Policies", to the audited consolidated financial statements in the 2021 Form 10-K includes a discussion of the significant accounting policies and estimates used in the preparation of the Company’s condensed consolidated financial statements. There have been no material changes to the Company's significant accounting policies and estimates during the nine months ended September 30, 2022. Use of Estimates and Judgements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements. Significant estimates and judgements used in these consolidated financial statements are discussed in the relevant accounting policies below or specifically discussed in the Notes to Consolidated Financial Statements where such transactions are disclosed. Accounting Update Recently Adopted In the nine months ended September 30, 2022, the Company adopted this accounting standard update: 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. Adoption of this standard on January 1, 2022 in connection with the 2026 Convertible Senior Notes, decreased additional paid-in capital by $368.0 million, increased debt by the same amount, and decreased accumulated deficit by $6.0 million for debt discount accretion expense that was recorded prior to adoption. 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. 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. |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | Balance Sheet Details Allowance for Doubtful Accounts (In thousands) Balance at Beginning of Period Provisions Write-offs, Net Balance at End of Period Nine months ended September 30, 2022 $ 945 $ 807 $ — $ 1,752 Nine months ended September 30, 2021 $ 137 $ 806 $ (4) $ 939 Inventories (In thousands) September 30, 2022 December 31, 2021 Raw materials $ 48,268 $ 25,733 Work-in-process 12,473 6,941 Finished goods 68,591 42,396 Inventories $ 129,332 $ 75,070 Prepaid Expenses and Other Current Assets (In thousands) September 30, 2022 December 31, 2021 Prepayments, advances and deposits $ 25,356 $ 25,140 Note receivable (1) 10,000 — Non-inventory production supplies 4,116 3,956 Recoverable taxes from Brazilian government entities 4,981 1,188 Other 3,545 3,229 Total prepaid expenses and other current assets $ 47,998 $ 33,513 _______________________ (1) In March 2022, the Company loaned a privately-held company $10 million in exchange for a senior secured convertible promissory note (the Note, as amended from time to time) which unless earlier redeemed or converted into equity of the privately-held company, shall be repaid in tranches according to the terms of the Note by June 2023. The Note bears interest at 10% per annum and is convertible, at the Company's option, into equity of the privately-held company upon maturity of the Note or in the event of an initial public offering, equity financing, or corporate transaction (such as a sale or merger), in each case, at a conversion price that is dependent on a variety of factors. In addition, the Note is redeemable prior to maturity, at the issuer's option, in the event of one or more equity or debt financings, one or more asset sales, or an initial public offering, in each case equal to or greater than $65 million. The arrangement is accounted for as a loan. The Company will periodically evaluate the collectability of the loan, and an allowance for credit losses will be recorded if the Company concludes that all or a portion of the loan balance is no longer collectible. Property, Plant and Equipment, Net (In thousands) September 30, 2022 December 31, 2021 Manufacturing facilities and equipment $ 86,799 $ 51,855 Leasehold improvements 49,951 45,780 Computers and software 11,092 9,174 Furniture and office equipment, vehicles and land 3,907 3,688 Construction in progress 116,703 48,032 268,452 158,529 Less: accumulated depreciation and amortization (98,625) (85,694) Property, plant and equipment, net $ 169,827 $ 72,835 During the three and nine months ended September 30, 2022 and 2021, depreciation and amortization expense, including amortization of right-of-use assets under financing leases, was as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Depreciation and amortization expense $ 3,192 $ 2,226 $ 8,178 $ 4,300 Goodwill The changes in the carrying amount of goodwill for the nine months ended September 30, 2022 were as follows: (In thousands) September 30, 2022 Balance at beginning of period $ 131,259 Additions 13,741 Effect of currency translation adjustment (18,340) Ending balance $ 126,660 Additions to goodwill during the nine months ended September 30, 2022 related to acquisitions completed during the period. Intangible Assets, Net During the nine months ended September 30, 2022, the Company recorded $22.9 million of intangible assets which related to customer relationships, trademarks, trade names, branded products, and software as a result of acquisitions completed during the period. The following table summarizes the components of intangible assets (in thousands, except estimated useful life): September 30, 2022 December 31, 2021 Amounts in thousands Estimated Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Trademarks and trade names, and branded products 10 $ 29,531 $ (2,189) $ 27,342 $ 11,484 $ (496) $ 10,988 Customer relationships 5 - 16 8,513 (847) 7,666 8,197 (267) 7,930 Developed technology and software applications 5 - 12 20,050 (955) 19,095 19,962 (200) 19,762 Patents 17 600 (41) 559 600 (15) 585 Total intangible assets $ 58,694 $ (4,032) $ 54,662 $ 40,243 $ (978) $ 39,265 Amortization expense for intangible assets was $1.2 million and $3.3 million for the three and nine months ended September 30, 2022 and is included in general and administrative expenses. Total future amortization of intangible assets as of September 30, 2022 is as follows (in thousands): Amounts in thousands 2022 (remainder) $ 1,137 2023 6,030 2024 7,029 2025 7,142 2026 6,894 Thereafter 26,430 Total future amortization $ 54,662 Leases Operating Leases The Company has operating leases primarily for administrative offices, laboratory equipment and other facilities. The operating leases have remaining terms that range from 1 to 18 years, and often include one or more options to renew. These renewal terms can extend the lease term for an additional 1 to 5 years and are included in the lease term when it is reasonably certain that the Company will exercise the option. The operating leases are classified as right-of-use (ROU) assets under operating leases on the Company's condensed consolidated balance sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make operating lease payments is included in "Lease liabilities" and "Lease liabilities, net of current portion" on the Company's condensed consolidated balance sheets. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company had $88.5 million and $32.4 million of operating lease ROU assets as of September 30, 2022 and December 31, 2021, respectively. Operating lease liabilities were $77.5 million and $27.5 million as of September 30, 2022 and December 31, 2021, respectively. During the three months ended September 30, 2022 and 2021, the Company recorded $6.1 million and $2.3 million of operating lease amortization that was charged to expense, of which $0.5 million and $0.3 million was recorded to cost of products sold. During the nine months ended September 30, 2022 and 2021, the Company recorded $13.9 million and $5.8 million of operating lease amortization that was charged to expense, of which $1.1 million and $0.7 million was recorded to cost of products sold. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for real estate and marketing which may contain lease and non-lease components, which it has elected to treat as a single lease component. Information related to the Company's ROU assets and related lease liabilities were as follows: Nine Months Ended September 30, 2022 2021 Cash paid for operating lease liabilities, in thousands $10,094 $5,659 Right-of-use assets obtained in exchange for new operating lease obligations, in thousands $51,789 $3,397 Weighted-average remaining lease term (in years) 11.4 3.5 Weighted-average discount rate 19.5% 17.6% Financing Leases The Company has financing leases primarily for laboratory equipment. Assets purchased under financing leases are included in "Right-of-use assets under financing leases, net" on the condensed consolidated balance sheets. For financing leases, the associated assets are depreciated or amortized over the shorter of the relevant useful life of each asset or the lease term. Accumulated amortization of assets under financing leases totaled $1.4 million and $6.8 million as of September 30, 2022 and December 31, 2021, respectively. Maturities of Financing and Operating Leases Maturities of lease liabilities as of September 30, 2022 were as follows: Years ending December 31: (In thousands) Financing Operating Total Leases 2022 (Remaining Three Months) $ 5 $ 3,624 $ 3,629 2023 21 12,866 12,887 2024 21 21,942 21,963 2025 21 22,247 22,268 2026 16 22,682 22,698 Thereafter — 228,662 228,662 Total lease payments 84 312,023 312,107 Less: amount representing interest (21) (234,536) (234,557) Total lease liability $ 63 $ 77,487 $ 77,550 Current lease liability $ 12 $ 1,589 $ 1,601 Noncurrent lease liability 51 75,898 75,949 Total lease liability $ 63 $ 77,487 $ 77,550 Other Assets (In thousands) September 30, 2022 December 31, 2021 Investments in equity securities $ 5,753 $ — Equity-method investments in affiliates $ 3,934 $ 9,443 Deposits 517 129 Other 2,998 994 Total other assets $ 13,202 $ 10,566 Accrued and Other Current Liabilities (In thousands) September 30, 2022 December 31, 2021 Business acquisitions contingent consideration payable (1) $ 27,144 $ 30,000 Payroll and related expenses 15,373 9,151 Accrued interest 14,596 9,572 Liability in connection with acquisition of equity-method investment 11,225 8,735 Asset retirement obligation (2) 3,671 3,336 Professional services 3,147 2,447 Contract termination fees 1,357 1,345 License fee payable 1,050 1,050 Tax-related liabilities 649 988 Other 6,329 4,833 Total accrued and other current liabilities $ 84,541 $ 71,457 ______________ (1) Business acquisitions contingent consideration payable is the current portion of total acquisition-related contingent consideration. (2) The asset retirement obligation represents liabilities incurred but not yet discharged in connection with the Company's 2013 abandonment of a partially constructed facility in Pradópolis, Brazil. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Liabilities Measured and Recorded at Fair Value on a Recurring Basis The following tables summarize liabilities measured at fair value, and the respective fair value by input classification level within the fair value hierarchy: (In thousands) September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Foris Convertible Note $ — $ — $ 64,206 $ 64,206 $ — $ — $ 107,427 $ 107,427 Freestanding derivative instruments issued in connection with debt and equity instruments — — 3,303 3,303 — — 7,062 7,062 Acquisition-related contingent consideration — — 40,275 40,275 — — 64,762 64,762 Total liabilities measured and recorded at fair value $ — $ — $ 107,784 $ 107,784 $ — $ — $ 179,251 $ 179,251 The Company did not hold any financial assets to be measured and recorded at fair value on a recurring basis as of September 30, 2022 or December 31, 2021, and there were no transfers between the levels during the nine months ended September 30, 2022 or the year ended December 31, 2021. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgements and consider factors specific to the asset or liability. The method of determining the fair value of embedded derivative liabilities is described subsequently in this note. Market risk associated with embedded derivative liabilities relates to the potential reduction in fair value and negative impact to future earnings from a decrease in interest rates. Changes in fair value of derivative liabilities are presented as gains or losses in the condensed consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of derivative instruments". Changes in the fair value of debt that is accounted for at fair value are presented as gains or losses in the condensed consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of debt". Freestanding Derivative Instruments The Company has a contingent obligation to issue warrants for 1.9 million shares of common stock at a $2.87 purchase price and a two-year term. The warrants did not meet the derivative scope exception or equity classification criteria and was accounted for as a derivative liability. At September 30, 2022, the fair value of the contingently issuable warrants derivative liability was $3.3 million. For the three and nine months ended September 30, 2022, the Company recorded a loss of $1.7 million and a gain of $3.8 million, respectively, related to the change in fair value of these warrants. Fair Value of Debt — Foris Convertible Note At September 30, 2022, the contractual outstanding principal of the Foris Convertible Note was $50.0 million, and fair value was $64.2 million. The Company remeasured the fair value of the Foris Convertible Note under a binomial lattice model using the following inputs: (i) $2.92 stock price, (ii) 31% discount yield, (iii) 4.0% risk free interest rate (iv) 45% equity volatility and (v) 0% probability of change in control. The most sensitive input to the valuation model is the Company’s stock price in relation to the $3.00 conversion price. The Company assumed that if a change of control event were to occur, it would occur at the end of the calendar year. For the three and nine months ended September 30, 2022, the Company recorded a loss of 12.8 million and a gain of $43.2 million, respectively, related to change in fair value of the Foris Convertible Note. Binomial Lattice Model A binomial lattice model was used to determine whether the Foris Convertible Note 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 Foris Convertible Note using the "with-and-without method", where the fair value of the Foris Convertible Note including the embedded features is defined as the "with," and the fair value of the Foris Convertible Note excluding the embedded features is defined as the "without." This method estimates the fair value of the Foris Convertible Note by considering the incremental value of the Foris Convertible Note with the embedded 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 Foris Convertible Note and records the change as a gain or loss from change in fair value of debt in the statement of operations for each reporting period. Derivative Liabilities Recognized in Connection with the Issuance of Debt Instruments The following table provides a reconciliation of the beginning and ending balances for the Company's derivative liabilities recognized in connection with the issuance of debt instruments, either freestanding or embedded, measured at fair value using significant unobservable inputs (Level 3): (In thousands) Derivative Liability Balance at December 31, 2021 $ 7,062 Change in fair value of derivative instruments (3,759) Balance at September 30, 2022 $ 3,303 Valuation Methodology and Approach to Measuring the Debt Instrument Derivative Liabilities The Company's outstanding derivative liabilities at September 30, 2022 and December 31, 2021 represent the fair value of a freestanding equity instrument. There is no current observable market for this type of derivative and, as such, the Company determined the fair value of the freestanding instrument using the Black-Scholes-Merton option pricing model for the periods ended September 30, 2022 and December 31, 2021. Input assumptions for the freestanding instrument are as follows: Range for Period Ended Input assumptions for liability classified warrants: September 30, 2022 December 31, 2021 Fair value of common stock on valuation date $1.85 - $4.36 $5.41 - $19.10 Exercise price of warrants $2.87 $2.87 Expected volatility 106% - 117% 107% - 114% Risk-free interest rate 2.28% - 4.22% 0.16% – 0.73% Expected term in years 2 2 Dividend yield 0.0 % 0.0 % Changes in assumptions can have a significant impact on the valuation of the freestanding derivative liabilities and debt that the Company elects to account for at fair value. For example, all other things being equal, generally, an increase in the Company’s stock price, change of control probability, risk-adjusted yields, term to maturity/conversion or stock price volatility increases the value of the derivative liability. Acquisition-related contingent consideration The fair value of acquisition related contingent consideration (earnout payments) was determined using a Monte Carlo simulation to estimate the probability of the acquired business units achieving the relevant financial and operational milestones. The model results reflect the time value of money, non-performance risk within the required time frame, and the risk due to uncertainty in the estimated cash flows. Key inputs to the Monte Carlo simulation for the MenoLabs, LLC, (MenoLabs) acquisition were: Revenue Risk Adjustment of 6.2% and Annual Revenue Volatility of 35%. 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. Contingent consideration activity and balances are as follows: (In thousands) September 30, 2022 Beginning balance January 1, 2022 $ 64,762 Issuance of contingent consideration in connection with acquisitions 440 Measurement period adjustment (55) Reclassification to short-term contingent liabilities (24,872) Ending balance September 30, 2022 $ 40,275 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. Assets and Liabilities Recorded at Carrying Value Financial Assets and Liabilities The carrying amounts of certain financial instruments, such as cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and other current accrued liabilities, approximate fair value due to their relatively short maturities and low market interest rates, if applicable. Loans payable and credit facilities are recorded at carrying value, which is representative of fair value at the date of acquisition. The Company estimates the fair value of these instruments using observable market-based inputs (Level 2). The carrying amount (the total amount of net debt presented on the balance sheet) of the Company's debt at September 30, 2022 and December 31, 2021, excluding the debt instruments recorded at fair value, was $749.6 million and $310.0 million, respectively. The fair value of such debt at September 30, 2022 and December 31, 2021 was $248.7 million and $328.0 million, respectively, and was determined by (i) discounting expected cash flows using current market discount rates estimated for certain of the debt instruments and (ii) using third-party fair value estimates for the remaining debt instruments. The decrease in fair value from December 31, 2021 to September 30, 2022 was due to an increase in interest rates used to measure fair value for disclosure purposes. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Net carrying amounts of debt are as follows: September 30, 2022 December 31, 2021 (In thousands) Principal Unaccreted Debt Discount Change in Fair Value Net Principal Unaccreted Debt Discount Change in Fair Value Net Convertible notes 2026 convertible senior notes $ 690,000 $ (16,073) $ — $ 673,927 $ 690,000 $ (380,939) $ — $ 309,061 Related party convertible notes Foris convertible note 50,041 — 14,165 64,206 50,041 — 57,386 107,427 Related party loans payable Foris senior note 80,000 (6,008) — 73,992 — — — — Loans payable and credit facilities Other loans payable (revolving) 1,720 — — 1,720 896 — — 896 Total debt $ 821,761 $ (22,081) $ 14,165 813,845 $ 740,937 $ (380,939) $ 57,386 417,384 Less: current portion (88,348) (108,323) Long-term debt, net of current portion $ 725,497 $ 309,061 Interest expense was as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Contractual interest expense in connection with debt $ 3,554 $ 2,173 $ 10,385 $ 8,023 Debt discount accretion 1,081 1,026 3,004 2,672 Interest expense in connection with debt 4,635 3,199 13,389 10,695 Discount accretion on liability in connection with acquisition of equity-method investment and with partnership liability, and other 1,654 1,122 3,467 4,162 Total interest expense $ 6,289 $ 4,321 $ 16,856 $ 14,857 Adoption of ASU 2020-06 The adoption of ASU 2020-06 on January 1, 2022, in connection with the 2026 Convertible Senior Notes, decreased additional paid-in capital by $368.0 million, increased debt by the same amount, and decreased the accumulated deficit by $6.0 million for debt discount accretion expense that was recorded prior to adoption. Amendment to Foris Convertible Note On June 30, 2022, the Company and Foris Ventures, LLC (Foris) entered into an agreement to extend the maturity of the Foris convertible note from July 1, 2022 to July 1, 2023. The Company determined that the amendment constituted a debt modification, which resulted in the reclassification of the note from a current liability to noncurrent. Issuance of Foris Senior Note In September 2022, the Company issued an $80.0 million secured term loan facility to Foris (Foris Senior Note). The Foris Senior Note accrues interest at 7.0% per annum, which is capitalized as additional principal on a monthly basis. Principal and capitalized accrued interest is payable in tranches in April 2023, January 2024, and June 2024. As part of the arrangement, the Company issued 2,046,036 of common stock warrants at an exercise price of $3.91 to Foris with a term of three years. The warrants met the criteria of a freestanding instrument and qualified for equity accounting treatment. The Company determined that the fair value of the warrants at issuance was $5.8 million, which was recorded as debt discount, with an offset to Additional paid-in capital. The debt discount also includes debt issuance costs and will be accreted over the term of the note. There are other features in the Foris Senior Note that require bifurcation but for which fair value is de minimis; as a result, the Company has not separately accounted for those features. Future Minimum Payments Future minimum payments under the Company's debt agreements as of September 30, 2022 are as follows: (In thousands) Convertible Notes Related Party Convertible Notes Loans Related Party Loans Total 2022 (Remaining Three Months) $ 5,175 $ — $ 52 $ — $ 5,227 2023 10,350 62,623 1,776 31,277 106,026 2024 10,350 — — 55,811 66,161 2025 10,350 — — — 10,350 2026 700,379 — — — 700,379 Thereafter — — — — — Total future minimum payments 736,604 62,623 1,828 87,088 888,143 Less: amount representing interest (46,604) (12,582) (108) — (59,294) Less: future conversion of accrued interest to principal — — — (7,088) (7,088) Present value of minimum debt payments 690,000 50,041 1,720 80,000 821,761 Less: current portion of debt principal — (50,041) (1,720) (26,611) (78,372) Noncurrent portion of debt principal $ 690,000 $ — $ — $ 53,389 $ 743,389 |
Mezzanine Equity
Mezzanine Equity | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity Gates Foundation Contingently redeemable common stock is comprised of proceeds from shares of common stock sold on May 10, 2016 to the Bill & Melinda Gates Foundation (the Gates Foundation). In connection with the stock sale, the Company and the Gates Foundation entered into an agreement under which the Company agreed to expend an aggregate amount not less than the proceeds from the stock sale to develop a yeast strain that produces artemisinic acid and/or amorphadiene at a low cost and to supply it to companies qualified to convert it to artemisinin for inclusion in artemisinin combination therapies used to treat malaria. If the Company defaults on its obligation to use the proceeds from the stock sale as set forth above or defaults under certain other commitments in the agreement, the Gates Foundation will have the right to request that the Company redeem, or facilitate the purchase by a third party, the shares then held by the Gates Foundation at a price per share equal to the greater of (i) the closing price of the Company’s common stock on the trading day prior to the redemption or purchase, as applicable, or (ii) an amount equal to $17.10 plus a compounded annual return of 10%. The Company concluded a redemption event was not probable to occur. As of September 30, 2022, the Company's remaining research and development obligation under this arrangement was $0.1 million. Ingredion Contingently Redeemable Noncontrolling Interest in Subsidiary On June 1, 2021, the Company sold 31% of the member units in RealSweet LLC (RealSweet), a 100% owned Amyris subsidiary, to Ingredion Corporation (Ingredion). Total consideration was $28.5 million, including $10 million cash, the exchange of a $4 million payable previously due to Ingredion, and $14.5 million of manufacturing intellectual property rights. The terms of the agreement 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 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. 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 Amyris concluded a contingent redemption event is not probable to occur. The primary redemption contingency relates to a decrease in Ingredion’s ownership percentage below 8.4%, which is not likely to occur given that capital transactions require the unanimous consent of each member. Consequently, the noncontrolling interest will not be subsequently remeasured to its redemption amount until such contingency event and the related redemption are probable to occur; however, Amyris will continue to reflect the attribution of any losses and distribution of dividends to the noncontrolling interest each quarter. At the transaction date, the Company recorded the $28.5 million noncontrolling interest in RealSweet as Mezzanine equity - contingently redeemable noncontrolling interest, which represented the value of Ingredion’s 31% ownership interest in the net assets of the RealSweet subsidiary. Under the terms of the agreement, Amyris is funding the construction costs of the project, which are estimated to be approximately $150 million. As of September 30, 2022, the Company has funded approximately $120 million towards the project and has $14 million of contractual purchase commitments for construction related costs. EcoFabulous Contingently Redeemable Noncontrolling Interest in Subsidiary On January 26, 2022, Amyris acquired 70% of No Planet B LLC (d/b/a EcoFabulous) from No Planet B Investments, LLC. The name of No Planet B LLC has been changed to EcoFab, LLC (EcoFab). Concurrently, the Company and No Planet B Investments, LLC entered into an agreement to provide No Planet B Investments, LLC a right to require EcoFab to purchase its remaining 30% noncontrolling interest after (i) EcoFab achieves Net Revenues in excess of $100 million on an annualized basis or, if earlier, (ii) December 31, 2026. Amyris concluded this provision was not solely within its control and EcoFab’s contingently redeemable noncontrolling interest should be reflected outside of permanent equity. |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' (Deficit) Equity | Stockholders' (Deficit) Equity Warrants and Rights Activity Summary In connection with various debt and equity transactions, the Company has issued warrants exercisable for shares of common stock. The following table summarizes warrants outstanding at September 30, 2022: Transaction Year Issued Expiration Date Number Outstanding as of December 31, 2021 Additional Warrants Issued Exercises Expired Exercise Price per Share of Warrants Exercised Number Outstanding as of September 30, 2022 Exercise Price per Share as of September 30, 2022 Foris senior note warrants 2022 September 13, 2025 — 2,046,036 — — $ — 2,046,036 $ 3.91 Blackwell / Silverback warrants 2020 July 10, 2023 1,000,000 — — $ — 1,000,000 $ 3.25 January 2020 warrant exercise right shares 2020 January 31, 2022 431,378 (431,378) — $ 2.87 — $ — May 2019 6.50% Note Exchange warrants 2019 January 31, 2022 960,225 (960,225) — $ 2.87 — $ — May 2017 cash warrants 2017 July 10, 2023 1,492,652 — (904,732) — $ 2.87 587,920 $ 2.87 May 2017 dilution warrants 2017 July 10, 2022 56,910 — — (56,910) $ — — $ — July 2015 related party debt exchange 2015 July 29, 2025 58,690 — — — $ — 58,690 $ 0.15 3,999,855 2,046,036 (2,296,335) (56,910) $ 2.87 3,692,646 In July 2022, Amyris entered into warrant agreement amendments with Silverback Opportunistic Credit Master Fund Limited (regarding warrants to purchase 80,000 shares at $2.87/share and 400,000 shares at $3.25/share) and Blackwell Partners (regarding warrants to purchase 507,920 shares at $2.87/share and 600,000 shares at $3.25/share) to extend the termination date of their respective warrants to July 10, 2023. In September 2022, in connection with a debt financing, the Company issued 2,046,036 warrants at an exercise price of $3.91 per share to Foris, which expire September 13, 2025. The warrants met the criteria of a freestanding instrument and qualified for equity accounting treatment. The Company determined that the fair value of the warrants at issuance was $5.8 million, which was recorded to Additional paid-in capital. The fair value of the warrants was measured using the Company's warrants issuance-date common stock price of $4.05, a warrants exercise price of $3.91, expected volatility of 115%, a risk-free interest rate of 3.75%, an expected term of 3 years, and a 0% dividend yield. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions The purchase accounting for the net assets acquired, including goodwill, and the fair value of the contingent consideration and noncontrolling interest for the following acquisitions is preliminarily recorded based on available information and incorporates management's best estimates. The purchase accounting for taxes remains preliminary pending receipt of certain information required to finalize the determination of fair value. The net assets acquired in the transaction are generally recorded at their estimated acquisition-date fair values, while transaction costs associated with the acquisition are expensed as incurred. These transactions were accounted for by the acquisition method and the results of operations were included in the Company’s consolidated financial statements from their respective acquisition dates. EcoFab LLC. On January 26, 2022, Amyris acquired 70% of No Planet B LLC (d/b/a EcoFabulous). EcoFabulous is focused on delivering high performance, makeup artist-quality clean beauty products in ecofriendly packaging, and priced for Gen Z consumers. The name of No Planet B LLC was changed to EcoFab, LLC (EcoFab). A third party, No Planet B Investments, LLC, holds 30% of the outstanding units of membership interests in EcoFab. The acquisition was accounted for as Mezzanine equity - contingently redeemable noncontrolling interest. The purchase consideration for the acquisition of EcoFab consisted of $1.7 million in cash and 1,292,776 shares of Amyris stock with a fair value of $5.5 million. The noncontrolling interest had a fair value of $3.1 million as of the acquisition date. The following table summarizes the purchase price allocation: (In thousands) Trademarks, trade names and other intellectual property $ 8,705 Customer relationships 512 Goodwill 1,023 Less: noncontrolling interest $ (3,072) Total consideration $ 7,168 Goodwill associated with this acquisition is not deductible for tax purposes. Amyris has determined that (i) EcoFab is a variable-interest entity due to insufficient equity at risk, (ii) Amyris is the primary beneficiary of EcoFab due to its power to direct the activities that most significantly affect EcoFab’s economic performance, and (iii) Amyris has the ability to exert significant influence over EcoFab through its 70% equity ownership. As a result, EcoFab is accounted for as a consolidation. MenoLabs, LLC. On March 10, 2022, Amyris acquired MenoLabs, LLC, (MenoLabs), which was founded to fundamentally change how menopause is addressed by offering research-backed all-natural treatments of menopause symptoms. The acquisition of MenoLabs will serve as a catalyst to accelerate growth and establish a leadership position in the fast-growing menopause market. MenoLabs was acquired for $16.2 million, consisting of $11.3 million in cash, the bridge loan of $0.5 million provided by Amyris in January 2022, 852,234 shares of Amyris stock with a fair value of $3.9 million, and contingent consideration with a fair value of $0.4 million. The contingent consideration consists of two potential payments of up to $10 million each during the 12-month period after the closing date and the fourth quarter of 2024, if both MenoLabs’s product revenues and profit margin meet certain targets (MenoLabs earnout payments). The MenoLabs earnout payments will be paid in cash or Amyris stock. The $0.4 million fair value of the MenoLabs earnout payments is recorded as other liabilities in the accompanying condensed consolidated balance sheets. Allocation of the contingent consideration payments between short-term and long-term liabilities on the accompanying consolidated balance sheets is based on management’s best estimates of when the relevant milestone will be achieved. The following table summarizes the purchase price allocation: (In thousands) Net tangible assets $ 311 Branded products 5,600 Application (App) 3,600 Goodwill 6,642 Total consideration $ 16,153 Goodwill associated with this acquisition is expected to be deductible for tax purposes. Onda Beauty Inc. On April 11, 2022, Amyris acquired Onda Beauty Inc. (Onda). Founded in 2014, Onda offers a curated matrix of brands as well as services, such as facials. Onda provides Amyris with a venue to test products, host events, and produce content in a luxury retail setting. Onda was acquired for $4.9 million, consisting of $1.0 million cash at closing, Amyris stock valued at $3.5 million, estimated net working capital adjustment of $(0.1) million, and holdback consideration of $0.5 million to be paid in Amyris stock within 12 months after the closing date. The following table summarizes the purchase price allocation: (In thousands) Net tangible liabilities $ (630) Trademarks, trade names and other intellectual property 4,275 Customer relationships 251 Goodwill 1,019 Total consideration $ 4,915 The allocated purchase price also included deferred tax liabilities attributable to the intangible assets, excluding goodwill. Goodwill associated with this acquisition is not deductible for tax purposes. Interfaces Indústria E Comércio De Cosméticos Ltda. On May 16, 2022, Amyris acquired Interfaces Indústria e Comércio de Cosméticos Ltda. (Interfaces). Interfaces is headquartered in São Paulo, Brazil and specializes in producing cosmetics for skin care, hair care, and makeup. The acquisition is deemed critical to sustain the Company’s growth, add operational resilience to its supply chain, reduce its dependency on third-party manufacturing, and increase the ability to source strategic components. Interfaces was acquired for $6.7 million, consisting of $3.4 million cash at closing and $3.3 million cash to be paid over the following two years. The following table summarizes the purchase price allocation: (In thousands) Net tangible assets $ 1,474 Goodwill 5,219 Total consideration $ 6,693 Goodwill associated with this acquisition is not deductible for tax purposes. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common stock and participating securities based on their respective rights if the participating security contractually participates in losses. The Company’s convertible preferred stock are participating securities as they contractually entitle the holders of such shares to participate in dividends and contractually require the holders of such shares to participate in the Company’s losses. The following table presents the calculation of basic and diluted loss per share: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except shares and per share amounts) 2022 2021 2022 2021 Numerator: Net loss attributable to Amyris, Inc. $ (161,395) $ (32,944) $ (378,713) $ (308,814) Less: loss allocated to participating securities — — — 787 Net loss attributable to Amyris, Inc. common stockholders $ (161,395) $ (32,944) $ (378,713) $ (308,027) Interest on convertible debt — 767 1,983 — Gain from change in fair value of debt — (52,294) (35,074) — Gain from change in fair value of derivative instruments — — (3,738) — Net loss attributable to Amyris, Inc. common stockholders, diluted $ (161,395) $ (84,471) $ (415,542) $ (308,027) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic 322,286,529 300,888,579 318,400,804 286,919,463 Net loss per share, basic $ (0.50) $ (0.11) $ (1.19) $ (1.07) Weighted-average shares of common stock outstanding 322,286,529 300,888,579 318,400,804 286,919,463 Effect of dilutive convertible debt — 16,680,334 16,487,613 — Effect of dilutive common stock warrants — — 238,505 — Weighted-average shares of common stock equivalents used in computing net loss per share of common stock, diluted 322,286,529 317,568,913 335,126,922 286,919,463 Net loss per share, diluted $ (0.50) $ (0.27) $ (1.24) $ (1.07) For the three months ended September 30, 2021 and for the nine months ended September 30, 2022, basic net loss per share differed from diluted net loss per share, because the inclusion of all potentially dilutive securities outstanding was dilutive. For the three months ended September 30, 2022 and for the nine months ended September 30, 2021, basic loss per share equaled diluted loss per share, because the inclusion of all potentially dilutive securities outstanding was antidilutive. The following table presents outstanding shares of potentially dilutive securities: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Period-end common stock warrants 3,633,956 4,256,065 3,633,956 4,256,065 Convertible promissory notes (1) 106,542,805 — 86,683,389 16,680,334 Period-end stock options to purchase common stock 4,621,782 3,157,279 4,621,782 3,157,279 Period-end restricted stock units 17,148,515 14,127,109 17,148,515 14,127,109 Contingently issuable common shares 823,761 — 823,761 — Contingently issuable warrants 1,857,042 — — — Total potentially dilutive securities excluded from computation of diluted loss per share 134,627,861 21,540,453 112,911,403 38,220,787 ______________ (1) The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect as of the respective period-end dates. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price under certain circumstances, which could potentially increase the dilutive shares outstanding. Another portion of the convertible promissory notes issued carries a provision for an increase in the conversion rate under certain circumstances, which could also potentially increase the dilutive shares outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Guarantor Arrangements The Company has agreements whereby it indemnifies its executive officers and directors for certain events or occurrences while the executive officer or director is serving in his or her official capacity. The indemnification period remains enforceable for the executive officer's or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any future payments. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. Accordingly, the Company had no liabilities recorded for these agreements as of September 30, 2022 and December 31, 2021. The Foris Convertible Note and the Foris Senior Note are collateralized by first-priority liens on substantially all of the Company's assets, including intellectual property, other than certain intellectual property licensed to DSM, international subsidiaries, and ownership interests in joint ventures. Certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the Foris Convertible Note and the Foris Senior Note. In October 2021, the Company entered into a 10-year manufacturing partnership agreement with Renfield Manufacturing, LLC (Renfield) to provide manufacturing services and third-party logistics processes, including inventory management, warehousing, and fulfillment for certain of the Company’s consumer product lines. 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 expects that its potential future performance under the guarantee is not probable of occurrence. Accordingly, the Company had no liabilities recorded for the guarantee as of September 30, 2022 and December 31, 2021. 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. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. On April 3, 2019, a securities class action complaint was filed against Amyris and our CEO, John G. Melo, and former CFO, Kathleen Valiasek, in the U.S. District Court for the Northern District of California. The complaint seeks unspecified damages on behalf of a purported class that would comprise all persons and entities that purchased or otherwise acquired our securities between March 15, 2018 and March 19, 2019. The complaint, which was amended by the lead plaintiff on September 13, 2019, alleges securities law violations based on statements and omissions made by the Company during such period. On October 25, 2019, the defendants filed a motion to dismiss the securities class action complaint, which was denied by the court on October 5, 2020. The Company filed its answer to the securities class action complaint on October 26, 2020. In early 2021, the parties attended court-ordered mediation, but as the case did not settle, the parties commenced discovery. On July 30, 2021, plaintiffs filed a motion seeking class certification and the Company filed its opposition on September 24, 2021; after briefing and argument, it 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. On March 24, 2022, the parties submitted the proposed settlement agreement to the Court. A slightly revised proposed settlement agreement and supporting documents were filed on July 21, 2022. On July 22, 2022, the Court preliminarily approved the settlement agreement and set the hearing date for final approval on November 8, 2022. Upon approval of the settlement by the Court, the settlement amount of approximately $13.5 million will be covered by the Company’s director's and officer's insurance policy. Subsequent to the filing of the securities class action complaint described above, on June 21, 2019 and October 1, 2019, respectively, two separate purported shareholder derivative complaints were filed in the U.S. District Court for the Northern District of California (Bonner v. Doerr, et al., and Carlson v. Doerr, et al.) based on similar allegations to those made in the securities class action complaint and naming the Company, and certain of the Company’s current and former officers and directors, as defendants. The derivative lawsuits sought to recover, on the Company’s behalf, unspecified damages purportedly sustained by the Company in connection with allegedly misleading statements and omissions made in connection with the Company’s securities filings. The derivative lawsuits were dismissed on October 18, 2019 (Bonner) and December 10, 2019 (Carlson), without prejudice. On November 3, 2020, Bonner re-filed its derivative complaint against the Company in San Mateo County Superior Court. The Company filed its demurrer to the complaint on January 13, 2021, and attended a preliminary hearing on April 22, 2021. An additional shareholder derivative complaint (Kimbrough v. Melo, et al.), substantially identical to the Bonner complaint, was filed on December 18, 2020 in the United States District Court for the Northern District of California. On February 19, 2021, the Company filed its motion to dismiss the Kimbrough complaint. In response, the Kimbrough complaint was dismissed in federal court on March 4, 2021, and re-filed in state court on March 12, 2021. By agreement, the Kimbrough and Bonner complaints were consolidated for all purposes on April 9, 2021. The Company's motion to dismiss was granted without prejudice on June 30, 2021. After obtaining an extension, Bonner amended its complaint on February 22, 2022. On March 24, 2022, the Company filed a motion seeking full dismissal with prejudice of claims alleged in Bonner’s amended complaint. On June 20, 2022, the Court granted the Company's motion to dismiss Bonner's amended complaint without prejudice. On July 14, 2022, Bonner informed the Court that it does not intend to file a second amended complaint. On August 18, 2022, the Court issued the judgment in favor of Amyris and awarded an immaterial amount to cover its costs. On September 9, 2022, Bonner filed a notice of appeal of the Court's decision dismissing Bonner’s amended complaint. On August 23, 2020, LAVVAN, Inc. (Lavvan) brought claims in arbitration against the Company under that certain Research, Collaboration, and License Agreement dated March 18, 2019, as amended, and on September 10, 2020, Lavvan filed a suit against the Company in the United States District Court for the Southern District of New York. The Company filed motions to compel arbitration or to dismiss on October 2, 2020. On October 30, 2020, 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, filing its appeal to the U.S. Court of Appeals for the Second Circuit on November 4, 2021. The appellate briefing process was completed on January 19, 2022. The Court held an oral argument on September 9, 2022. On September 15, 2022, the Second Circuit denied the Company's appeal and remanded the case back to the district court for further adjudication. The evidentiary hearing took place in arbitration from October 24 to 28, 2022. The Company believes Lavvan's claims lack merit and intends to continue to defe nd itself vigorously. The Company is subject to disputes and claims that arise or have arisen in the ordinary course of business and that have not resulted in legal proceedings or have not been fully adjudicated. Such matters that may arise in the ordinary course of business are subject to many uncertainties and outcomes, and are not predictable with reasonable assurance; therefore, an estimate of all the reasonably possible losses cannot be determined at this time. If one or more of these legal disputes or claims resulted in settlements or legal proceedings that were resolved against the Company for amounts in excess of management’s expectations, the Company’s condensed consolidated financial statements for the relevant reporting period could be materially adversely affected. |
Revenue Recognition and Contrac
Revenue Recognition and Contract Assets and Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition and Contract Assets and Liabilities | Revenue Recognition, and Contract Assets and Liabilities Disaggregation of Revenue The following table presents revenue by major product and service, as well as by primary geographical market, based on the location of the customer: Three Months Ended September 30, (In thousands) 2022 2021 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total North America $ 49,611 $ 10,113 $ 1,565 $ 61,289 $ 29,255 $ 6 $ 495 $ 29,756 Europe 3,292 — 696 3,988 3,793 6,000 3,059 12,852 Asia 3,787 — 192 3,979 2,598 — 1,798 4,396 South America 763 — — 763 457 — — 457 Other 1,110 — — 1,110 405 — — 405 $ 58,563 $ 10,113 $ 2,453 $ 71,129 $ 36,508 $ 6,006 $ 5,352 $ 47,866 Nine Months Ended September 30, (In thousands) 2022 2021 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total North America $ 122,530 $ 10,546 $ 4,285 $ 137,361 $ 79,574 $ 11,006 $ 745 $ 91,325 Europe 16,919 15,334 6,886 39,139 9,265 149,800 8,309 167,374 Asia 10,446 — 576 11,022 10,932 — 5,322 16,254 South America 3,876 — — 3,876 1,102 — — 1,102 Other 2,647 — — 2,647 986 — — 986 $ 156,418 $ 25,880 $ 11,747 $ 194,045 $ 101,859 $ 160,806 $ 14,376 $ 277,041 The following table presents revenue by major product and service, as well as by management classification: Three Months Ended September 30, (In thousands) 2022 2021 Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Consumer $ 45,067 $ 7 $ 1,481 $ 46,555 $ 22,984 $ 6 $ — $ 22,990 Technology access 13,496 10,106 972 24,574 13,524 6,000 5,352 24,876 $ 58,563 $ 10,113 $ 2,453 $ 71,129 $ 36,508 $ 6,006 $ 5,352 $ 47,866 Nine Months Ended September 30, (In thousands) 2022 2021 Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Consumer $ 119,928 $ 445 $ 3,706 $ 124,079 $ 59,583 $ 6 $ — $ 59,589 Technology access 36,490 25,435 8,041 69,966 42,276 160,800 14,376 217,452 $ 156,418 $ 25,880 $ 11,747 $ 194,045 $ 101,859 $ 160,806 $ 14,376 $ 277,041 Significant Revenue Agreements and Customers In connection with the significant revenue agreements discussed below and others previously disclosed, the Company recognized the following revenue: Three Months Ended September 30, (In thousands) 2022 2021 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Sephora $ 10,790 $ — $ — $ 10,790 $ 9,080 $ — $ — $ 9,080 DSM - related party 3,787 10,106 — 13,893 6,214 6,000 2,000 14,214 Ingredion / PureCircle (296) — — (296) 44 — — 44 Subtotal revenue from significant revenue agreements 14,281 10,106 — 24,387 15,338 6,000 2,000 23,338 Revenue from all other customers 44,282 7 2,453 46,742 21,170 6 3,352 24,528 Total revenue from all customers $ 58,563 $ 10,113 $ 2,453 $ 71,129 $ 36,508 $ 6,006 $ 5,352 $ 47,866 Nine Months Ended September 30, (In thousands) 2022 2021 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Sephora $ 28,015 $ — $ — $ 28,015 $ 21,599 $ — $ — $ 21,599 DSM - related party 11,164 25,376 4,000 40,540 12,495 149,612 6,000 168,107 Ingredion / PureCircle 2,452 — — 2,452 2,297 10,000 — 12,297 Subtotal revenue from significant revenue agreements 41,631 25,376 4,000 71,007 36,391 159,612 6,000 202,003 Revenue from all other customers 114,787 504 7,747 123,038 65,468 1,194 8,376 75,038 Total revenue from all customers $ 156,418 $ 25,880 $ 11,747 $ 194,045 $ 101,859 $ 160,806 $ 14,376 $ 277,041 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 funded the development work with $2.0 million quarterly from January 1, 2022 to June 30, 2022 for services focused on achieving certain fermentation yield and cost targets related to certain molecules. During the three and nine months ended September 30, 2022, the Company recognized zero and $4.0 million of collaboration revenue in connection with the agreement. DSM License Agreement and Contract Assignment In March 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 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. The Company determined the licenses to be functional intellectual property and allocated $143.6 million of the transaction price to the licenses and recorded $143.6 million of licenses and royalties revenues in the three months ended March 31, 2021. The Company also concluded the additional contingent consideration represents variable consideration that is subject to a sales/usage-based threshold and is dependent upon the IP License. The Company will recognize revenue at the later of (1) when the underlying sales or usage has occurred and (2) the related performance obligation has been satisfied (or partially satisfied). During the three and nine months ended September 30, 2022, the Company recorded $10.1 million and $25.4 million, respectively, of license and royalties revenue and a corresponding contract asset under the contingent consideration provisions of the agreements. Contract Assets and Liabilities When a contract results i n revenue being recognized in excess of the amount the Company has invoiced or has the right to invoice to the customer, a contract asset is recognized. Contract assets are transferred to accounts receivable, net when the rights to the consideration become unconditional. Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services such that control has not passed to the customer. Trade receivables related to revenue from contracts with customers are included in accounts receivable on the condensed consolidated balance sheets, net of the allowance for doubtful accounts. Trade receivables are recorded for the sale of goods or the performance of services at the point of renewable product sale or in accordance with the contractual payment terms for licenses and royalties, and grants and collaborative research and development services for the amount payable by the customer to the Company. Contract Balances The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers: (In thousands) September 30, 2022 December 31, 2021 Accounts receivable, net $ 40,410 $ 37,074 Accounts receivable - related party, net $ 7,428 $ 5,667 Contract assets $ 3,361 $ 4,227 Contract assets - related party (1) $ 25,371 $ — Contract liabilities $ 953 $ 2,530 Contract liabilities, noncurrent (2) $ — $ 111 (1) Contract assets - related party increased as the result of $25.4 million of licenses and royalties revenue recognized during the nine months ended September 30, 2022 that have not yet been invoiced to DSM. (2) As of September 30, 2022 and December 31, 2021, contract liabilities, noncurrent is presented in Other noncurrent liabilities in the condensed consolidated balance sheets. Remaining Performance Obligations The following table provides information regarding the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) based on the Company's existing agreements with customers as of September 30, 2022. (In thousands) As of September 30, 2022 Remaining 2022 $ 334 2023 143 2024 143 2025 143 2026 and thereafter 143 Total from all customers $ 906 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 | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Debt Related party debt was as follows: September 30, 2022 December 31, 2021 In thousands Principal Unaccreted Debt Discount Change in Fair Value Net Principal Unaccreted Debt Discount Change in Fair Value Net Foris convertible note $ 50,041 $ — $ 14,165 $ 64,206 $ 50,041 $ — $ 57,386 $ 107,427 Foris senior note $ 80,000 $ (6,008) $ — $ 73,992 $ — $ — $ — $ — Related Party Equity In September 2022, the Company issued warrants to Foris. See Note 6, "Stockholders' (Deficit) Equity". Related Party Revenue See Note 10, "Revenue Recognition, and Contract Assets and Liabilities", for information about related party revenue transactions with DSM. Related Party Accounts Receivable, Contract Assets and Accounts Payable Related party accounts receivable, contract assets, and accounts payable were as follows: (In thousands) September 30, 2022 December 31, 2021 Accounts receivable - related party $ 7,428 $ 5,667 Contract assets - related party $ 25,371 $ — Accounts payable - related party $ 13,016 $ 5,011 |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation The Company’s stock option activity and related information for the nine months ended September 30, 2022 was as follows: Quantity of Stock Options Weighted- Weighted-average Aggregate Outstanding - December 31, 2021 3,087,225 $ 9.91 7.1 $ 2,580 Granted 1,998,944 $ 3.00 Exercised (36,021) $ 2.84 Forfeited or expired (428,366) $ 9.72 Outstanding - September 30, 2022 4,621,782 $ 7.00 7.8 $ 854 Vested or expected to vest after September 30, 2022 4,373,568 $ 7.15 7.7 $ 765 Exercisable at September 30, 2022 1,856,159 $ 10.57 5.7 $ 19 Activity related to the Company’s restricted stock units (RSUs), including performance-based restricted stock units (PSUs) for the nine months ended September 30, 2022 was as follows: Quantity of Restricted Stock Units Weighted-average Grant-date Fair Value Weighted-average Remaining Contractual Life, in Years Outstanding - December 31, 2021 13,731,320 $ 9.99 2.8 Awarded 7,580,711 $ 3.36 Released (3,071,868) $ 6.78 Forfeited (1,091,648) $ 6.09 Outstanding - September 30, 2022 17,148,515 $ 7.88 2.3 Vested or expected to vest after September 30, 2022 14,956,339 $ 7.73 2.2 Stock-based compensation expense during the three and nine months ended September 30, 2022 and 2021 is reflected in the condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Cost of products sold $ 79 $ 79 $ 238 $ 216 Research and development 1,606 1,565 5,007 3,945 Sales, general and administrative 10,624 7,261 31,299 17,772 Total stock-based compensation expense $ 12,309 $ 8,905 $ 36,544 $ 21,933 As of September 30, 2022, $111.6 million of unrecognized compensation expense related to stock options and RSUs is expected to be recognized over a weighted-average period of 3.0 years. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events DSM Term Loan On October 11, 2022, Amyris and DSM Finance, as lender, entered into a Loan and Security Agreement (the DSM Loan Agreement) to make available to Amyris a secured term loan facility of up to $75 million (the DSM Loan Facility), consisting of two tranches: a $50.0 million tranche, which was drawn in full on October 11, 2022 and a $25.0 million tranche, which was drawn in full on November 7, 2022 (collectively, the Term Loan). The DSM Loan Agreement also includes a provision for a third tranche of $25.0 million on terms to be mutually agreed by the parties. The net proceeds of the DSM Loan Facility will be used for general corporate purposes. The obligations under the Loan Facility are (i) guaranteed by certain Amyris subsidiaries, and (ii) secured by a perfected security interest in certain payment obligations (DSM Earn-outs) due to Amyris from DSM Nutritional Products Ltd. (DSM Nutritional) under the Asset Purchase Agreement dated March 31, 2021 between Amyris and DSM Nutritional. The Term Loan will amortize as follows: (a) $25.0 million on October 11, 2023, (b) $25.0 million on October 11, 2024, and (c) any outstanding principal balance of the Term Loan on October 11, 2025; provided that the total amortization amount on any of the foregoing dates shall be reduced by the amount of any DSM Earn-Outs due to Amyris from DSM Nutritional during the one-year period prior to such dates. Term Loans under the Loan Facility will accrue interest at a 9% annual interest rate, with quarterly interest payments due in cash. Amyris paid DSM Finance an upfront structuring fee of $5.125 million. Prepayment of the outstanding amounts under the Loan Facility will be required upon any DSM Earn-Outs becoming due from DSM Nutritional to Amyris and, after prepayment of $30.0 million of Amyris’s existing indebtedness with Foris Ventures, LLC, on a pro rata basis concurrently with any prepayments of outstanding indebtedness with Foris Ventures, LLC, upon the occurrence of a Change of Control and certain other prepayment events. In addition, Amyris may prepay the outstanding principal amount of the Term Loans before the Maturity Date without a prepayment fee. Both DSM Finance and DSM Nutritional are affiliates of DSM International B.V., which is a shareholder of the Company and affiliated with Philip Eykerman, a member of the Company’s Board of Directors. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the accompanying unaudited interim condensed consolidated financial statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. |
Use of Estimates and Judgements | Use of Estimates and Judgements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements. Significant estimates and judgements used in these consolidated financial statements are discussed in the relevant accounting policies below or specifically discussed in the Notes to Consolidated Financial Statements where such transactions are disclosed. |
Accounting Update Recently Adopted and Accounting Standards or Updates Not Yet Adopted | Accounting Update Recently Adopted In the nine months ended September 30, 2022, the Company adopted this accounting standard update: 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. Adoption of this standard on January 1, 2022 in connection with the 2026 Convertible Senior Notes, decreased additional paid-in capital by $368.0 million, increased debt by the same amount, and decreased accumulated deficit by $6.0 million for debt discount accretion expense that was recorded prior to adoption. 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. 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. |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Allowance for Doubtful Accounts | Allowance for Doubtful Accounts (In thousands) Balance at Beginning of Period Provisions Write-offs, Net Balance at End of Period Nine months ended September 30, 2022 $ 945 $ 807 $ — $ 1,752 Nine months ended September 30, 2021 $ 137 $ 806 $ (4) $ 939 |
Schedule of Inventories | Inventories (In thousands) September 30, 2022 December 31, 2021 Raw materials $ 48,268 $ 25,733 Work-in-process 12,473 6,941 Finished goods 68,591 42,396 Inventories $ 129,332 $ 75,070 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets (In thousands) September 30, 2022 December 31, 2021 Prepayments, advances and deposits $ 25,356 $ 25,140 Note receivable (1) 10,000 — Non-inventory production supplies 4,116 3,956 Recoverable taxes from Brazilian government entities 4,981 1,188 Other 3,545 3,229 Total prepaid expenses and other current assets $ 47,998 $ 33,513 _______________________ (1) In March 2022, the Company loaned a privately-held company $10 million in exchange for a senior secured convertible promissory note (the Note, as amended from time to time) which unless earlier redeemed or converted into equity of the privately-held company, shall be repaid in tranches according to the terms of the Note by June 2023. The Note bears interest at 10% per annum and is convertible, at the Company's option, into equity of the privately-held company upon maturity of the Note or in the event of an initial public offering, equity financing, or corporate transaction (such as a sale or merger), in each case, at a conversion price that is dependent on a variety of factors. In addition, the Note is redeemable prior to maturity, at the issuer's option, in the event of one or more equity or debt financings, one or more asset sales, or an initial public offering, in each case equal to or greater than $65 million. The arrangement is accounted for as a loan. The Company will periodically evaluate the collectability of the loan, and an allowance for credit losses will be recorded if the Company concludes that all or a portion of the loan balance is no longer collectible. |
Schedule of Property, Plant and Equipment, Net | Property, Plant and Equipment, Net (In thousands) September 30, 2022 December 31, 2021 Manufacturing facilities and equipment $ 86,799 $ 51,855 Leasehold improvements 49,951 45,780 Computers and software 11,092 9,174 Furniture and office equipment, vehicles and land 3,907 3,688 Construction in progress 116,703 48,032 268,452 158,529 Less: accumulated depreciation and amortization (98,625) (85,694) Property, plant and equipment, net $ 169,827 $ 72,835 |
Schedule of Depreciation and Amortization | During the three and nine months ended September 30, 2022 and 2021, depreciation and amortization expense, including amortization of right-of-use assets under financing leases, was as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Depreciation and amortization expense $ 3,192 $ 2,226 $ 8,178 $ 4,300 |
Schedule of Goodwill | he changes in the carrying amount of goodwill for the nine months ended September 30, 2022 were as follows: (In thousands) September 30, 2022 Balance at beginning of period $ 131,259 Additions 13,741 Effect of currency translation adjustment (18,340) Ending balance $ 126,660 |
Schedule of Finite-Lived Intangible Assets | The following table summarizes the components of intangible assets (in thousands, except estimated useful life): September 30, 2022 December 31, 2021 Amounts in thousands Estimated Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Trademarks and trade names, and branded products 10 $ 29,531 $ (2,189) $ 27,342 $ 11,484 $ (496) $ 10,988 Customer relationships 5 - 16 8,513 (847) 7,666 8,197 (267) 7,930 Developed technology and software applications 5 - 12 20,050 (955) 19,095 19,962 (200) 19,762 Patents 17 600 (41) 559 600 (15) 585 Total intangible assets $ 58,694 $ (4,032) $ 54,662 $ 40,243 $ (978) $ 39,265 |
Schedule of Finite-lived Intangible Assets Amortization Expense | Total future amortization of intangible assets as of September 30, 2022 is as follows (in thousands): Amounts in thousands 2022 (remainder) $ 1,137 2023 6,030 2024 7,029 2025 7,142 2026 6,894 Thereafter 26,430 Total future amortization $ 54,662 |
Schedule of Lease, Cost | Information related to the Company's ROU assets and related lease liabilities were as follows: Nine Months Ended September 30, 2022 2021 Cash paid for operating lease liabilities, in thousands $10,094 $5,659 Right-of-use assets obtained in exchange for new operating lease obligations, in thousands $51,789 $3,397 Weighted-average remaining lease term (in years) 11.4 3.5 Weighted-average discount rate 19.5% 17.6% |
Schedule of Lessee, Lease Liability, Maturity | Maturities of lease liabilities as of September 30, 2022 were as follows: Years ending December 31: (In thousands) Financing Operating Total Leases 2022 (Remaining Three Months) $ 5 $ 3,624 $ 3,629 2023 21 12,866 12,887 2024 21 21,942 21,963 2025 21 22,247 22,268 2026 16 22,682 22,698 Thereafter — 228,662 228,662 Total lease payments 84 312,023 312,107 Less: amount representing interest (21) (234,536) (234,557) Total lease liability $ 63 $ 77,487 $ 77,550 Current lease liability $ 12 $ 1,589 $ 1,601 Noncurrent lease liability 51 75,898 75,949 Total lease liability $ 63 $ 77,487 $ 77,550 |
Schedule of Other Assets | Other Assets (In thousands) September 30, 2022 December 31, 2021 Investments in equity securities $ 5,753 $ — Equity-method investments in affiliates $ 3,934 $ 9,443 Deposits 517 129 Other 2,998 994 Total other assets $ 13,202 $ 10,566 |
Schedule of Accrued and Other Current Liabilities | Accrued and Other Current Liabilities (In thousands) September 30, 2022 December 31, 2021 Business acquisitions contingent consideration payable (1) $ 27,144 $ 30,000 Payroll and related expenses 15,373 9,151 Accrued interest 14,596 9,572 Liability in connection with acquisition of equity-method investment 11,225 8,735 Asset retirement obligation (2) 3,671 3,336 Professional services 3,147 2,447 Contract termination fees 1,357 1,345 License fee payable 1,050 1,050 Tax-related liabilities 649 988 Other 6,329 4,833 Total accrued and other current liabilities $ 84,541 $ 71,457 ______________ (1) Business acquisitions contingent consideration payable is the current portion of total acquisition-related contingent consideration. (2) The asset retirement obligation represents liabilities incurred but not yet discharged in connection with the Company's 2013 abandonment of a partially constructed facility in Pradópolis, Brazil. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize liabilities measured at fair value, and the respective fair value by input classification level within the fair value hierarchy: (In thousands) September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Foris Convertible Note $ — $ — $ 64,206 $ 64,206 $ — $ — $ 107,427 $ 107,427 Freestanding derivative instruments issued in connection with debt and equity instruments — — 3,303 3,303 — — 7,062 7,062 Acquisition-related contingent consideration — — 40,275 40,275 — — 64,762 64,762 Total liabilities measured and recorded at fair value $ — $ — $ 107,784 $ 107,784 $ — $ — $ 179,251 $ 179,251 |
Schedule of Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation of the beginning and ending balances for the Company's derivative liabilities recognized in connection with the issuance of debt instruments, either freestanding or embedded, measured at fair value using significant unobservable inputs (Level 3): (In thousands) Derivative Liability Balance at December 31, 2021 $ 7,062 Change in fair value of derivative instruments (3,759) Balance at September 30, 2022 $ 3,303 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | Input assumptions for the freestanding instrument are as follows: Range for Period Ended Input assumptions for liability classified warrants: September 30, 2022 December 31, 2021 Fair value of common stock on valuation date $1.85 - $4.36 $5.41 - $19.10 Exercise price of warrants $2.87 $2.87 Expected volatility 106% - 117% 107% - 114% Risk-free interest rate 2.28% - 4.22% 0.16% – 0.73% Expected term in years 2 2 Dividend yield 0.0 % 0.0 % |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The fair value of contingent consideration is classified as Level 3. Contingent consideration activity and balances are as follows: (In thousands) September 30, 2022 Beginning balance January 1, 2022 $ 64,762 Issuance of contingent consideration in connection with acquisitions 440 Measurement period adjustment (55) Reclassification to short-term contingent liabilities (24,872) Ending balance September 30, 2022 $ 40,275 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Net carrying amounts of debt are as follows: September 30, 2022 December 31, 2021 (In thousands) Principal Unaccreted Debt Discount Change in Fair Value Net Principal Unaccreted Debt Discount Change in Fair Value Net Convertible notes 2026 convertible senior notes $ 690,000 $ (16,073) $ — $ 673,927 $ 690,000 $ (380,939) $ — $ 309,061 Related party convertible notes Foris convertible note 50,041 — 14,165 64,206 50,041 — 57,386 107,427 Related party loans payable Foris senior note 80,000 (6,008) — 73,992 — — — — Loans payable and credit facilities Other loans payable (revolving) 1,720 — — 1,720 896 — — 896 Total debt $ 821,761 $ (22,081) $ 14,165 813,845 $ 740,937 $ (380,939) $ 57,386 417,384 Less: current portion (88,348) (108,323) Long-term debt, net of current portion $ 725,497 $ 309,061 |
Interest Income and Interest Expense Disclosure | Interest expense was as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Contractual interest expense in connection with debt $ 3,554 $ 2,173 $ 10,385 $ 8,023 Debt discount accretion 1,081 1,026 3,004 2,672 Interest expense in connection with debt 4,635 3,199 13,389 10,695 Discount accretion on liability in connection with acquisition of equity-method investment and with partnership liability, and other 1,654 1,122 3,467 4,162 Total interest expense $ 6,289 $ 4,321 $ 16,856 $ 14,857 |
Schedule of Long-term Debt Instruments | Future minimum payments under the Company's debt agreements as of September 30, 2022 are as follows: (In thousands) Convertible Notes Related Party Convertible Notes Loans Related Party Loans Total 2022 (Remaining Three Months) $ 5,175 $ — $ 52 $ — $ 5,227 2023 10,350 62,623 1,776 31,277 106,026 2024 10,350 — — 55,811 66,161 2025 10,350 — — — 10,350 2026 700,379 — — — 700,379 Thereafter — — — — — Total future minimum payments 736,604 62,623 1,828 87,088 888,143 Less: amount representing interest (46,604) (12,582) (108) — (59,294) Less: future conversion of accrued interest to principal — — — (7,088) (7,088) Present value of minimum debt payments 690,000 50,041 1,720 80,000 821,761 Less: current portion of debt principal — (50,041) (1,720) (26,611) (78,372) Noncurrent portion of debt principal $ 690,000 $ — $ — $ 53,389 $ 743,389 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Warrants and Rights Activity Summary | The following table summarizes warrants outstanding at September 30, 2022: Transaction Year Issued Expiration Date Number Outstanding as of December 31, 2021 Additional Warrants Issued Exercises Expired Exercise Price per Share of Warrants Exercised Number Outstanding as of September 30, 2022 Exercise Price per Share as of September 30, 2022 Foris senior note warrants 2022 September 13, 2025 — 2,046,036 — — $ — 2,046,036 $ 3.91 Blackwell / Silverback warrants 2020 July 10, 2023 1,000,000 — — $ — 1,000,000 $ 3.25 January 2020 warrant exercise right shares 2020 January 31, 2022 431,378 (431,378) — $ 2.87 — $ — May 2019 6.50% Note Exchange warrants 2019 January 31, 2022 960,225 (960,225) — $ 2.87 — $ — May 2017 cash warrants 2017 July 10, 2023 1,492,652 — (904,732) — $ 2.87 587,920 $ 2.87 May 2017 dilution warrants 2017 July 10, 2022 56,910 — — (56,910) $ — — $ — July 2015 related party debt exchange 2015 July 29, 2025 58,690 — — — $ — 58,690 $ 0.15 3,999,855 2,046,036 (2,296,335) (56,910) $ 2.87 3,692,646 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation: (In thousands) Trademarks, trade names and other intellectual property $ 8,705 Customer relationships 512 Goodwill 1,023 Less: noncontrolling interest $ (3,072) Total consideration $ 7,168 The following table summarizes the purchase price allocation: (In thousands) Net tangible assets $ 311 Branded products 5,600 Application (App) 3,600 Goodwill 6,642 Total consideration $ 16,153 The following table summarizes the purchase price allocation: (In thousands) Net tangible liabilities $ (630) Trademarks, trade names and other intellectual property 4,275 Customer relationships 251 Goodwill 1,019 Total consideration $ 4,915 The following table summarizes the purchase price allocation: (In thousands) Net tangible assets $ 1,474 Goodwill 5,219 Total consideration $ 6,693 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted loss per share: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except shares and per share amounts) 2022 2021 2022 2021 Numerator: Net loss attributable to Amyris, Inc. $ (161,395) $ (32,944) $ (378,713) $ (308,814) Less: loss allocated to participating securities — — — 787 Net loss attributable to Amyris, Inc. common stockholders $ (161,395) $ (32,944) $ (378,713) $ (308,027) Interest on convertible debt — 767 1,983 — Gain from change in fair value of debt — (52,294) (35,074) — Gain from change in fair value of derivative instruments — — (3,738) — Net loss attributable to Amyris, Inc. common stockholders, diluted $ (161,395) $ (84,471) $ (415,542) $ (308,027) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic 322,286,529 300,888,579 318,400,804 286,919,463 Net loss per share, basic $ (0.50) $ (0.11) $ (1.19) $ (1.07) Weighted-average shares of common stock outstanding 322,286,529 300,888,579 318,400,804 286,919,463 Effect of dilutive convertible debt — 16,680,334 16,487,613 — Effect of dilutive common stock warrants — — 238,505 — Weighted-average shares of common stock equivalents used in computing net loss per share of common stock, diluted 322,286,529 317,568,913 335,126,922 286,919,463 Net loss per share, diluted $ (0.50) $ (0.27) $ (1.24) $ (1.07) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents outstanding shares of potentially dilutive securities: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Period-end common stock warrants 3,633,956 4,256,065 3,633,956 4,256,065 Convertible promissory notes (1) 106,542,805 — 86,683,389 16,680,334 Period-end stock options to purchase common stock 4,621,782 3,157,279 4,621,782 3,157,279 Period-end restricted stock units 17,148,515 14,127,109 17,148,515 14,127,109 Contingently issuable common shares 823,761 — 823,761 — Contingently issuable warrants 1,857,042 — — — Total potentially dilutive securities excluded from computation of diluted loss per share 134,627,861 21,540,453 112,911,403 38,220,787 ______________ (1) The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect as of the respective period-end dates. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price under certain circumstances, which could potentially increase the dilutive shares outstanding. Another portion of the convertible promissory notes issued carries a provision for an increase in the conversion rate under certain circumstances, which could also potentially increase the dilutive shares outstanding. |
Revenue Recognition and Contr_2
Revenue Recognition and Contract Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents revenue by major product and service, as well as by primary geographical market, based on the location of the customer: Three Months Ended September 30, (In thousands) 2022 2021 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total North America $ 49,611 $ 10,113 $ 1,565 $ 61,289 $ 29,255 $ 6 $ 495 $ 29,756 Europe 3,292 — 696 3,988 3,793 6,000 3,059 12,852 Asia 3,787 — 192 3,979 2,598 — 1,798 4,396 South America 763 — — 763 457 — — 457 Other 1,110 — — 1,110 405 — — 405 $ 58,563 $ 10,113 $ 2,453 $ 71,129 $ 36,508 $ 6,006 $ 5,352 $ 47,866 Nine Months Ended September 30, (In thousands) 2022 2021 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total North America $ 122,530 $ 10,546 $ 4,285 $ 137,361 $ 79,574 $ 11,006 $ 745 $ 91,325 Europe 16,919 15,334 6,886 39,139 9,265 149,800 8,309 167,374 Asia 10,446 — 576 11,022 10,932 — 5,322 16,254 South America 3,876 — — 3,876 1,102 — — 1,102 Other 2,647 — — 2,647 986 — — 986 $ 156,418 $ 25,880 $ 11,747 $ 194,045 $ 101,859 $ 160,806 $ 14,376 $ 277,041 The following table presents revenue by major product and service, as well as by management classification: Three Months Ended September 30, (In thousands) 2022 2021 Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Consumer $ 45,067 $ 7 $ 1,481 $ 46,555 $ 22,984 $ 6 $ — $ 22,990 Technology access 13,496 10,106 972 24,574 13,524 6,000 5,352 24,876 $ 58,563 $ 10,113 $ 2,453 $ 71,129 $ 36,508 $ 6,006 $ 5,352 $ 47,866 Nine Months Ended September 30, (In thousands) 2022 2021 Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Renewable Products Licenses and Royalties Grants, Collaborations and Other Total Consumer $ 119,928 $ 445 $ 3,706 $ 124,079 $ 59,583 $ 6 $ — $ 59,589 Technology access 36,490 25,435 8,041 69,966 42,276 160,800 14,376 217,452 $ 156,418 $ 25,880 $ 11,747 $ 194,045 $ 101,859 $ 160,806 $ 14,376 $ 277,041 |
Revenue in Connection with Significant Revenue Agreement | In connection with the significant revenue agreements discussed below and others previously disclosed, the Company recognized the following revenue: Three Months Ended September 30, (In thousands) 2022 2021 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Sephora $ 10,790 $ — $ — $ 10,790 $ 9,080 $ — $ — $ 9,080 DSM - related party 3,787 10,106 — 13,893 6,214 6,000 2,000 14,214 Ingredion / PureCircle (296) — — (296) 44 — — 44 Subtotal revenue from significant revenue agreements 14,281 10,106 — 24,387 15,338 6,000 2,000 23,338 Revenue from all other customers 44,282 7 2,453 46,742 21,170 6 3,352 24,528 Total revenue from all customers $ 58,563 $ 10,113 $ 2,453 $ 71,129 $ 36,508 $ 6,006 $ 5,352 $ 47,866 Nine Months Ended September 30, (In thousands) 2022 2021 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Sephora $ 28,015 $ — $ — $ 28,015 $ 21,599 $ — $ — $ 21,599 DSM - related party 11,164 25,376 4,000 40,540 12,495 149,612 6,000 168,107 Ingredion / PureCircle 2,452 — — 2,452 2,297 10,000 — 12,297 Subtotal revenue from significant revenue agreements 41,631 25,376 4,000 71,007 36,391 159,612 6,000 202,003 Revenue from all other customers 114,787 504 7,747 123,038 65,468 1,194 8,376 75,038 Total revenue from all customers $ 156,418 $ 25,880 $ 11,747 $ 194,045 $ 101,859 $ 160,806 $ 14,376 $ 277,041 |
Contract with Customer, Asset and Liability | The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers: (In thousands) September 30, 2022 December 31, 2021 Accounts receivable, net $ 40,410 $ 37,074 Accounts receivable - related party, net $ 7,428 $ 5,667 Contract assets $ 3,361 $ 4,227 Contract assets - related party (1) $ 25,371 $ — Contract liabilities $ 953 $ 2,530 Contract liabilities, noncurrent (2) $ — $ 111 (1) Contract assets - related party increased as the result of $25.4 million of licenses and royalties revenue recognized during the nine months ended September 30, 2022 that have not yet been invoiced to DSM. (2) As of September 30, 2022 and December 31, 2021, contract liabilities, noncurrent is presented in Other noncurrent liabilities in the condensed consolidated balance sheets. |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table provides information regarding the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) based on the Company's existing agreements with customers as of September 30, 2022. (In thousands) As of September 30, 2022 Remaining 2022 $ 334 2023 143 2024 143 2025 143 2026 and thereafter 143 Total from all customers $ 906 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Debt | Related party debt was as follows: September 30, 2022 December 31, 2021 In thousands Principal Unaccreted Debt Discount Change in Fair Value Net Principal Unaccreted Debt Discount Change in Fair Value Net Foris convertible note $ 50,041 $ — $ 14,165 $ 64,206 $ 50,041 $ — $ 57,386 $ 107,427 Foris senior note $ 80,000 $ (6,008) $ — $ 73,992 $ — $ — $ — $ — |
Schedule of Related Party Accounts Receivables | Related party accounts receivable, contract assets, and accounts payable were as follows: (In thousands) September 30, 2022 December 31, 2021 Accounts receivable - related party $ 7,428 $ 5,667 Contract assets - related party $ 25,371 $ — Accounts payable - related party $ 13,016 $ 5,011 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity | The Company’s stock option activity and related information for the nine months ended September 30, 2022 was as follows: Quantity of Stock Options Weighted- Weighted-average Aggregate Outstanding - December 31, 2021 3,087,225 $ 9.91 7.1 $ 2,580 Granted 1,998,944 $ 3.00 Exercised (36,021) $ 2.84 Forfeited or expired (428,366) $ 9.72 Outstanding - September 30, 2022 4,621,782 $ 7.00 7.8 $ 854 Vested or expected to vest after September 30, 2022 4,373,568 $ 7.15 7.7 $ 765 Exercisable at September 30, 2022 1,856,159 $ 10.57 5.7 $ 19 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | Activity related to the Company’s restricted stock units (RSUs), including performance-based restricted stock units (PSUs) for the nine months ended September 30, 2022 was as follows: Quantity of Restricted Stock Units Weighted-average Grant-date Fair Value Weighted-average Remaining Contractual Life, in Years Outstanding - December 31, 2021 13,731,320 $ 9.99 2.8 Awarded 7,580,711 $ 3.36 Released (3,071,868) $ 6.78 Forfeited (1,091,648) $ 6.09 Outstanding - September 30, 2022 17,148,515 $ 7.88 2.3 Vested or expected to vest after September 30, 2022 14,956,339 $ 7.73 2.2 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-based compensation expense during the three and nine months ended September 30, 2022 and 2021 is reflected in the condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Cost of products sold $ 79 $ 79 $ 238 $ 216 Research and development 1,606 1,565 5,007 3,945 Sales, general and administrative 10,624 7,261 31,299 17,772 Total stock-based compensation expense $ 12,309 $ 8,905 $ 36,544 $ 21,933 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | |||||||||
Dec. 31, 2021 | Oct. 31, 2022 | Oct. 11, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Cash and cash equivalents | $ 483,462,000 | $ 18,489,000 | $ 114,887,000 | |||||||
Stockholders equity | 245,688,000 | (440,686,000) | $ (279,592,000) | $ (162,314,000) | (86,845,000) | $ (116,032,000) | $ (315,141,000) | $ (172,045,000) | ||
The DSM Loan Agreement | Secured Debt | Subsequent Event | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Debt instrument, face amount | $ 75,000,000 | $ 75,000,000 | ||||||||
Additional Paid-in Capital | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Stockholders equity | 2,656,838,000 | 2,384,348,000 | 2,357,311,000 | 2,337,634,000 | 2,358,441,000 | 2,285,100,000 | 2,106,214,000 | 1,957,224,000 | ||
Accumulated Deficit | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Stockholders equity | (2,357,661,000) | $ (2,730,381,000) | $ (2,568,986,000) | $ (2,458,973,000) | $ (2,395,506,000) | $ (2,362,562,000) | $ (2,377,943,000) | $ (2,086,692,000) | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Stockholders equity | (361,981,000) | |||||||||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Stockholders equity | (367,974,000) | |||||||||
Debt increase (decrease) | 368,000,000 | |||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Stockholders equity | $ 5,993,000 |
Balance Sheet Details - Allowan
Balance Sheet Details - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at Beginning of Period | $ 945 | $ 137 |
Provisions | 807 | 806 |
Write-offs, Net | 0 | (4) |
Balance at End of Period | $ 1,752 | $ 939 |
Balance Sheet Details - Invento
Balance Sheet Details - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 48,268 | $ 25,733 |
Work-in-process | 12,473 | 6,941 |
Finished goods | 68,591 | 42,396 |
Inventories | $ 129,332 | $ 75,070 |
Balance Sheet Details - Prepaid
Balance Sheet Details - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Prepayments, advances and deposits | $ 25,356 | $ 25,140 | |
Note receivable | 10,000 | 0 | |
Non-inventory production supplies | 4,116 | 3,956 | |
Recoverable taxes from Brazilian government entities | 4,981 | 1,188 | |
Other | 3,545 | 3,229 | |
Total prepaid expenses and other current assets | 47,998 | 33,513 | |
Debt Conversion [Line Items] | |||
Note receivable | $ 10,000 | $ 0 | |
Convertible notes | 2025 Promissory Note | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Note receivable | $ 10,000 | ||
Debt Conversion [Line Items] | |||
Note receivable | $ 10,000 | ||
Debt instrument, interest rate, stated percentage | 10% | ||
Contingent redemption threshold | $ 65,000 |
Balance Sheet Details - Propert
Balance Sheet Details - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 268,452 | $ 158,529 |
Less: accumulated depreciation and amortization | (98,625) | (85,694) |
Property, plant and equipment, net | 169,827 | 72,835 |
Manufacturing facilities and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 86,799 | 51,855 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 49,951 | 45,780 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 11,092 | 9,174 |
Furniture and office equipment, vehicles and land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,907 | 3,688 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 116,703 | $ 48,032 |
Balance Sheet Details - Depreci
Balance Sheet Details - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation and amortization expense | $ 3,192 | $ 2,226 | $ 8,178 | $ 4,300 |
Balance Sheet Details - Goodwil
Balance Sheet Details - Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 131,259 |
Additions | 13,741 |
Effect of currency translation adjustment | (18,340) |
Ending balance | $ 126,660 |
Balance Sheet Details - Intangi
Balance Sheet Details - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Acquisition of intangible assets in connection with business combinations | $ 22,900 | |||
Gross | $ 58,694 | 58,694 | $ 40,243 | |
Accumulated Amortization | (4,032) | (4,032) | (978) | |
Net | 54,662 | 54,662 | 39,265 | |
Amortization of intangible assets | 1,200 | 3,260 | $ 480 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
2022 (remainder) | 1,137 | 1,137 | ||
2023 | 6,030 | 6,030 | ||
2024 | 7,029 | 7,029 | ||
2025 | 7,142 | 7,142 | ||
2026 | 6,894 | 6,894 | ||
Thereafter | 26,430 | 26,430 | ||
Net | 54,662 | $ 54,662 | 39,265 | |
Trademarks and trade names, and branded products | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (in Years) | 10 years | |||
Gross | 29,531 | $ 29,531 | 11,484 | |
Accumulated Amortization | (2,189) | (2,189) | (496) | |
Net | 27,342 | 27,342 | 10,988 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Net | 27,342 | 27,342 | 10,988 | |
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross | 8,513 | 8,513 | 8,197 | |
Accumulated Amortization | (847) | (847) | (267) | |
Net | 7,666 | 7,666 | 7,930 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Net | 7,666 | $ 7,666 | 7,930 | |
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 and software applications | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross | 20,050 | $ 20,050 | 19,962 | |
Accumulated Amortization | (955) | (955) | (200) | |
Net | 19,095 | 19,095 | 19,762 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Net | 19,095 | $ 19,095 | 19,762 | |
Developed technology and software applications | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (in Years) | 5 years | |||
Developed technology and software applications | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (in Years) | 12 years | |||
Patents | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (in Years) | 17 years | |||
Gross | 600 | $ 600 | 600 | |
Accumulated Amortization | (41) | (41) | (15) | |
Net | 559 | 559 | 585 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Net | $ 559 | $ 559 | $ 585 |
Balance Sheet Details - Leases
Balance Sheet Details - Leases (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) option | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) option | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Right-of-use assets under operating leases, net | $ 88,459 | $ 88,459 | $ 32,428 | ||
Operating lease liability | 77,487 | 77,487 | 27,500 | ||
Operating lease expense | 6,100 | $ 2,300 | 13,900 | $ 5,800 | |
Lease, cost | 500 | $ 300 | 1,100 | $ 700 | |
Finance lease, right-of-use asset amortization | $ 1,400 | $ 1,400 | $ 6,800 | ||
Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating lease remaining lease term (years) | 1 year | 1 year | |||
Operating lease, option to renew | option | 1 | 1 | |||
Operating lease renewal term (years) | 1 year | 1 year | |||
Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating lease remaining lease term (years) | 18 years | 18 years | |||
Operating lease renewal term (years) | 5 years | 5 years |
Balance Sheet Details - Right-o
Balance Sheet Details - Right-of-use Assets and Related Lease Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash paid for operating lease liabilities, in thousands | $ 10,094 | $ 5,659 |
Right-of-use assets obtained in exchange for new operating lease obligations, in thousands | $ 51,789 | $ 3,397 |
Weighted-average remaining lease term (in years) | 11 years 4 months 24 days | 3 years 6 months |
Weighted-average discount rate | 19.50% | 17.60% |
Balance Sheet Details - Maturit
Balance Sheet Details - Maturities of Financing and Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Financing Leases | ||
2022 (Remaining Three Months) | $ 5 | |
2023 | 21 | |
2024 | 21 | |
2025 | 21 | |
2026 | 16 | |
Thereafter | 0 | |
Total lease payments | 84 | |
Less: amount representing interest | (21) | |
Total lease liability | 63 | |
Current lease liability | 12 | $ 140 |
Noncurrent lease liability | 51 | 61 |
Total lease liability | 63 | |
Operating Leases | ||
2022 (Remaining Three Months) | 3,624 | |
2023 | 12,866 | |
2024 | 21,942 | |
2025 | 22,247 | |
2026 | 22,682 | |
Thereafter | 228,662 | |
Total lease payments | 312,023 | |
Less: amount representing interest | (234,536) | |
Total lease liability | 77,487 | 27,500 |
Current lease liability | 1,589 | 7,689 |
Noncurrent lease liability | 75,898 | 19,829 |
Total lease liability | 77,487 | $ 27,500 |
2022 (Remaining Three Months) | 3,629 | |
2023 | 12,887 | |
2024 | 21,963 | |
2025 | 22,268 | |
2026 | 22,698 | |
Thereafter | 228,662 | |
Total lease payments | 312,107 | |
Less: amount representing interest | (234,557) | |
Total lease liability | 77,550 | |
Current lease liability | 1,601 | |
Noncurrent lease liability | 75,949 | |
Total lease liability | $ 77,550 |
Balance Sheet Details - Other A
Balance Sheet Details - Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Investments in equity securities | $ 5,753 | $ 0 |
Equity-method investments in affiliates | 3,934 | 9,443 |
Deposits | 517 | 129 |
Other | 2,998 | 994 |
Total other assets | $ 13,202 | $ 10,566 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Payroll and related expenses | $ 15,373 | $ 9,151 |
Accrued interest | 14,596 | 9,572 |
Asset retirement obligation | 3,671 | 3,336 |
Professional services | 3,147 | 2,447 |
Contract termination fees | 1,357 | 1,345 |
Tax-related liabilities | 649 | 988 |
License fee payable | 1,050 | 1,050 |
Other | 6,329 | 4,833 |
Total accrued and other current liabilities | 84,541 | 71,457 |
Total Acquisitions | ||
Business Acquisition [Line Items] | ||
Business acquisition, contingent consideration | 27,144 | 30,000 |
Equity Method Investment Acquisitions | ||
Business Acquisition [Line Items] | ||
Business acquisition, contingent consideration | $ 11,225 | $ 8,735 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value, Assets, and Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Freestanding derivative instruments issued in connection with debt and equity instruments | $ 3,303 | $ 7,062 |
Acquisition-related contingent consideration | 40,275 | 64,762 |
Total liabilities measured and recorded at fair value | 107,784 | 179,251 |
Foris Convertible Note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foris Convertible Note | 64,206 | 107,427 |
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 |
Acquisition-related contingent consideration | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Level 1 | Foris Convertible Note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foris Convertible Note | 0 | 0 |
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 |
Acquisition-related contingent consideration | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Level 2 | Foris Convertible Note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foris Convertible Note | 0 | 0 |
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 | 3,303 | 7,062 |
Acquisition-related contingent consideration | 40,275 | 64,762 |
Total liabilities measured and recorded at fair value | 107,784 | 179,251 |
Level 3 | Foris Convertible Note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foris Convertible Note | $ 64,206 | $ 107,427 |
Fair Value Measurement - Freest
Fair Value Measurement - Freestanding Derivative Instruments (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
(Loss) gain from change in fair value of derivative instruments | $ (1,654) | $ 4,778 | $ 3,759 | $ (12,826) |
Warrants Issued In Connection with September 2019 and November 2019 Shottenfeld Notes | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1.9 | 1.9 | ||
Exercise price per share (in dollars per share) | $ 2.87 | $ 2.87 | ||
Class of warrant or right, term | 2 years | |||
Warrants and rights outstanding, derivative liability | $ 3,300 | $ 3,300 | ||
(Loss) gain from change in fair value of derivative instruments | $ (1,700) | $ 3,800 |
Fair Value Measurement - Fair_2
Fair Value Measurement - Fair Value of Debt — Foris Convertible Note (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Principal | $ 821,761 | $ 821,761 | $ 740,937 | ||
Long term debt, fair value | 813,845 | 813,845 | 417,384 | ||
(Loss) gain from change in fair value of debt | (12,689) | $ 52,294 | 43,221 | $ (204,359) | |
Foris Convertible Note | Related party convertible notes | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Principal | 50,041 | 50,041 | 50,041 | ||
Long term debt, fair value | $ 64,206 | $ 64,206 | $ 107,427 | ||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 3 | $ 3 | |||
(Loss) gain from change in fair value of debt | $ (12,800) | $ 43,200 | |||
Foris Convertible Note | Related party convertible notes | Stock Price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | $ / shares | 2.92 | 2.92 | |||
Foris Convertible Note | Related party convertible notes | Discount Rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 0.31 | 0.31 | |||
Foris Convertible Note | Related party convertible notes | Risk-free Interest Rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 0.040 | 0.040 | |||
Foris Convertible Note | Related party convertible notes | Stock Price Volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 0.45 | 0.45 | |||
Foris Convertible Note | Related party convertible notes | Probability of Change in Control | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 0 | 0 |
Fair Value Measurement - Deriva
Fair Value Measurement - Derivative Liabilities Recognized in Connection with the Issuance of Debt Instruments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | $ 64,762 |
Fair value, ending balance | 40,275 |
Debt-related Derivative Liability | Level 3 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | 7,062 |
Change in fair value of derivative instruments | (3,759) |
Fair value, ending balance | $ 3,303 |
Fair Value Measurement - Market
Fair Value Measurement - Market-based Assumption and Estimates for Compound Embedded Derivative Liabilities Valuation (Details) | Sep. 30, 2022 $ / shares year | Dec. 31, 2021 $ / shares year |
Exercise price of warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 2.87 | 2.87 |
Expected term in years | ||
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 |
Minimum | Fair value of common stock on valuation date | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1.85 | 5.41 |
Minimum | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1.06 | 1.07 |
Minimum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.0228 | 0.0016 |
Maximum | Fair value of common stock on valuation date | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 4.36 | 19.10 |
Maximum | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1.17 | 1.14 |
Maximum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.0422 | 0.0073 |
Fair Value Measurement - Acquis
Fair Value Measurement - Acquisition Related Contingent Consideration Narrative (Details) - MenoLabs LLC | Sep. 30, 2022 $ / shares |
Revenue Risk Adjustment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent liability, measurement input | 0.062 |
Annual Revenue Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent liability, measurement input | 0.35 |
Fair Value Measurement - Acqu_2
Fair Value Measurement - Acquisition Related Contingent Consideration Roll forward (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | $ 64,762 |
Issuance of contingent consideration in connection with acquisitions | 440 |
Measurement period adjustment | (55) |
Reclassification to short-term contingent liabilities | (24,872) |
Fair value, ending balance | $ 40,275 |
Fair Value Measurement - Financ
Fair Value Measurement - Financial Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Combined debt amount | $ 749.6 | $ 310 |
Debt instrument fair value disclosure | $ 248.7 | $ 328 |
Debt - Debt Components (Details
Debt - Debt Components (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Principal | $ 821,761 | $ 740,937 |
Unaccreted Debt Discount | (22,081) | (380,939) |
Change in Fair Value | 14,165 | 57,386 |
Net | 813,845 | 417,384 |
Less: current portion | (88,348) | (108,323) |
Long-term debt, net of current portion | 725,497 | 309,061 |
Convertible notes | 2026 convertible senior notes | ||
Debt Instrument [Line Items] | ||
Principal | 690,000 | 690,000 |
Unaccreted Debt Discount | (16,073) | (380,939) |
Change in Fair Value | 0 | 0 |
Net | 673,927 | 309,061 |
Related party convertible notes | Foris convertible note | ||
Debt Instrument [Line Items] | ||
Principal | 50,041 | 50,041 |
Unaccreted Debt Discount | 0 | 0 |
Change in Fair Value | 14,165 | 57,386 |
Net | 64,206 | 107,427 |
Related party loans payable | Foris senior note | ||
Debt Instrument [Line Items] | ||
Principal | 80,000 | 0 |
Unaccreted Debt Discount | (6,008) | 0 |
Change in Fair Value | 0 | 0 |
Net | 73,992 | 0 |
Loans payable and credit facilities | Other loans payable (revolving) | ||
Debt Instrument [Line Items] | ||
Principal | 1,720 | 896 |
Unaccreted Debt Discount | 0 | 0 |
Change in Fair Value | 0 | 0 |
Net | $ 1,720 | $ 896 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Disclosure [Abstract] | ||||
Contractual interest expense in connection with debt | $ 3,554 | $ 2,173 | $ 10,385 | $ 8,023 |
Debt discount accretion | 1,081 | 1,026 | 3,004 | 2,672 |
Interest expense in connection with debt | 4,635 | 3,199 | 13,389 | 10,695 |
Discount accretion on liability in connection with acquisition of equity-method investment and with partnership liability, and other | 1,654 | 1,122 | 3,467 | 4,162 |
Total interest expense | $ 6,289 | $ 4,321 | $ 16,856 | $ 14,857 |
Debt - Adoption of ASU (Details
Debt - Adoption of ASU (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Stockholders equity | $ 245,688 | $ (440,686) | $ (279,592) | $ (162,314) | $ (86,845) | $ (116,032) | $ (315,141) | $ (172,045) |
Additional Paid-in Capital | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Stockholders equity | 2,656,838 | 2,384,348 | 2,357,311 | 2,337,634 | 2,358,441 | 2,285,100 | 2,106,214 | 1,957,224 |
Accumulated Deficit | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Stockholders equity | (2,357,661) | $ (2,730,381) | $ (2,568,986) | $ (2,458,973) | $ (2,395,506) | $ (2,362,562) | $ (2,377,943) | $ (2,086,692) |
Cumulative Effect, Period of Adoption, Adjustment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Stockholders equity | (361,981) | |||||||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Stockholders equity | (367,974) | |||||||
Debt increase (decrease) | 368,000 | |||||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Stockholders equity | $ 5,993 |
Debt - Issuance of Foris Senior
Debt - Issuance of Foris Senior Note (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Class of warrant or right, outstanding (in shares) | 3,692,646 | 3,999,855 |
Foris senior note warrants | ||
Debt Instrument [Line Items] | ||
Class of warrant or right, outstanding (in shares) | 2,046,036 | 0 |
Exercise price per share (in dollars per share) | $ 3.91 | |
Foris senior note | Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 80,000,000 | |
Debt instrument, interest rate, stated percentage | 7% | |
Foris senior note | Secured Debt | Foris senior note warrants | ||
Debt Instrument [Line Items] | ||
Class of warrant or right, outstanding (in shares) | 2,046,036 | |
Exercise price per share (in dollars per share) | $ 3.91 | |
Warrants expiration period | 3 years | |
Warrants and rights outstanding | $ 5,800,000 |
Debt - Future Minimum Payments
Debt - Future Minimum Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
2022 (Remaining Three Months) | $ 5,227 |
2023 | 106,026 |
2024 | 66,161 |
2025 | 10,350 |
2026 | 700,379 |
Thereafter | 0 |
Total future minimum payments | 888,143 |
Less: amount representing interest | (59,294) |
Less: future conversion of accrued interest to principal | (7,088) |
Present value of minimum debt payments | 821,761 |
Less: current portion of debt principal | (78,372) |
Noncurrent portion of debt principal | 743,389 |
Convertible Notes | |
Debt Instrument [Line Items] | |
2022 (Remaining Three Months) | 5,175 |
2023 | 10,350 |
2024 | 10,350 |
2025 | 10,350 |
2026 | 700,379 |
Thereafter | 0 |
Total future minimum payments | 736,604 |
Less: amount representing interest | (46,604) |
Less: future conversion of accrued interest to principal | 0 |
Present value of minimum debt payments | 690,000 |
Less: current portion of debt principal | 0 |
Noncurrent portion of debt principal | 690,000 |
Related Party Convertible Notes | |
Debt Instrument [Line Items] | |
2022 (Remaining Three Months) | 0 |
2023 | 62,623 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total future minimum payments | 62,623 |
Less: amount representing interest | (12,582) |
Less: future conversion of accrued interest to principal | 0 |
Present value of minimum debt payments | 50,041 |
Less: current portion of debt principal | (50,041) |
Noncurrent portion of debt principal | 0 |
Loans payable and credit facilities | |
Debt Instrument [Line Items] | |
2022 (Remaining Three Months) | 52 |
2023 | 1,776 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total future minimum payments | 1,828 |
Less: amount representing interest | (108) |
Less: future conversion of accrued interest to principal | 0 |
Present value of minimum debt payments | 1,720 |
Less: current portion of debt principal | (1,720) |
Noncurrent portion of debt principal | 0 |
Related Party Loans Payable | |
Debt Instrument [Line Items] | |
2022 (Remaining Three Months) | 0 |
2023 | 31,277 |
2024 | 55,811 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total future minimum payments | 87,088 |
Less: amount representing interest | 0 |
Less: future conversion of accrued interest to principal | (7,088) |
Present value of minimum debt payments | 80,000 |
Less: current portion of debt principal | (26,611) |
Noncurrent portion of debt principal | $ 53,389 |
Mezzanine Equity - Gates Founda
Mezzanine Equity - Gates Foundation (Details) - Gates Foundation Purchase Agreement $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
Subsidiary, Sale of Stock [Line Items] | |
Stock price (in dollars per share) | $ / shares | $ 17.10 |
Compound annual return (percentage) | 10% |
Research and development obligation, remaining amount | $ | $ 0.1 |
Mezzanine Equity - Ingredion Co
Mezzanine Equity - Ingredion Contingently Redeemable Noncontrolling Interest In Subsidiary (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 01, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of contingently redeemable noncontrolling interest in subsidiary | $ 0 | $ 10,000 | |||
Payments to noncontrolling interests | 0 | $ 2,700 | |||
Issuance of contingently redeemable noncontrolling interest | $ 28,520 | ||||
RealSweet LLC | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ownership percentage by noncontrolling owners | 31% | ||||
Ownership percentage | 100% | ||||
Increase from sale of parent equity interest | $ 28,500 | ||||
Proceeds from issuance of contingently redeemable noncontrolling interest in subsidiary | $ 10,000 | ||||
Noncontrolling interest, ownership percentage threshold | 8.40% | ||||
Issuance of contingently redeemable noncontrolling interest | $ 28,500 | ||||
Purchase commitment | 14,000 | ||||
Amount funded | $ 120,000 | ||||
RealSweet LLC | Forecast | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase commitment | $ 150,000 | ||||
RealSweet LLC | Amyris, Inc. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Payments to noncontrolling interests | 4,000 | ||||
Intangible assets transferred | $ 14,500 | ||||
Percentage change of ownership of voting shares | 50% |
Mezzanine Equity - EcoFabulous
Mezzanine Equity - EcoFabulous Contingently Redeemable Noncontrolling Interest in Subsidiary (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 26, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of contingently redeemable noncontrolling interest | $ 28,520,000 | |||||
Loss (income) attributable to noncontrolling interest | $ (6,627,000) | $ (1,017,000) | $ (13,062,000) | $ 249,000 | ||
EcoFab LLC | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Percentage of voting interests acquired | 70% | |||||
Business acquisition, contingent revenue threshold | $ 100,000,000 | |||||
Issuance of contingently redeemable noncontrolling interest | 2,400,000 | |||||
Noncontrolling interest recorded in connection with business combinations | $ 3,100,000 | $ 3,100,000 | $ 3,072,000 | |||
EcoFab LLC | No Planet B Investments, LLC | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Percentage of voting interests acquired | 30% | 30% | 30% | |||
Business acquisition, contingent percentage of voting interests to be acquired | 30% | |||||
Loss (income) attributable to noncontrolling interest | $ 700,000 |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity - Warrants and Rights Activity Summary (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Class of Warrant or Right [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 3,999,855 |
Additional warrants issued (in shares) | 2,046,036 |
Exercises (in shares) | (2,296,335) |
Expired (in shares) | (56,910) |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 2.87 |
Number outstanding, ending balance (in shares) | 3,692,646 |
Foris senior note warrants | |
Class of Warrant or Right [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 0 |
Additional warrants issued (in shares) | 2,046,036 |
Exercises (in shares) | 0 |
Expired (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 0 |
Number outstanding, ending balance (in shares) | 2,046,036 |
Exercise price per share (in dollars per share) | $ / shares | $ 3.91 |
Blackwell / Silverback warrants | |
Class of Warrant or Right [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 1,000,000 |
Additional warrants issued (in shares) | |
Exercises (in shares) | 0 |
Expired (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 0 |
Number outstanding, ending balance (in shares) | 1,000,000 |
Exercise price per share (in dollars per share) | $ / shares | $ 3.25 |
January 2020 warrant exercise right shares | |
Class of Warrant or Right [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 431,378 |
Additional warrants issued (in shares) | |
Exercises (in shares) | (431,378) |
Expired (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 per share (in dollars per share) | $ / shares | $ 0 |
May 2019 6.50% Note Exchange warrants | |
Class of Warrant or Right [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 960,225 |
Additional warrants issued (in shares) | |
Exercises (in shares) | (960,225) |
Expired (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 per share (in dollars per share) | $ / shares | $ 0 |
Interest rate | 6.50% |
May 2017 cash warrants | |
Class of Warrant or Right [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 1,492,652 |
Additional warrants issued (in shares) | 0 |
Exercises (in shares) | (904,732) |
Expired (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 2.87 |
Number outstanding, ending balance (in shares) | 587,920 |
Exercise price per share (in dollars per share) | $ / shares | $ 2.87 |
May 2017 dilution warrants | |
Class of Warrant or Right [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 56,910 |
Additional warrants issued (in shares) | 0 |
Exercises (in shares) | 0 |
Expired (in shares) | (56,910) |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 0 |
Number outstanding, ending balance (in shares) | 0 |
Exercise price per share (in dollars per share) | $ / shares | $ 0 |
July 2015 related party debt exchange | |
Class of Warrant or Right [Roll Forward] | |
Number outstanding, beginning balance (in shares) | 58,690 |
Additional warrants issued (in shares) | 0 |
Exercises (in shares) | 0 |
Expired (in shares) | 0 |
Exercise price per share of warrants exercised (in dollars per share) | $ / shares | $ 0 |
Number outstanding, ending balance (in shares) | 58,690 |
Exercise price per share (in dollars per share) | $ / shares | $ 0.15 |
Stockholders' (Deficit) Equit_2
Stockholders' (Deficit) Equity - Warrant Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Sep. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding (in shares) | 3,692,646 | 3,999,855 | |
Silverback Opportunistic Credit Master Fund Limited, Exercise Price $2.87 | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 80,000 | ||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 2.87 | ||
Silverback Opportunistic Credit Master Fund Limited, Exercise Price $3.25 | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 400,000 | ||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 3.25 | ||
Blackwell Partners, Exercise Price $2.87 | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 507,920 | ||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 2.87 | ||
Blackwell Partners, Exercise Price $3.25 | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 600,000 | ||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 3.25 | ||
Foris senior note warrants | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 3.91 | ||
Class of warrant or right, outstanding (in shares) | 2,046,036 | 0 | |
Foris senior note warrants | Foris senior note | Secured debt | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 3.91 | ||
Class of warrant or right, outstanding (in shares) | 2,046,036 | ||
Warrants and rights outstanding | $ 5.8 | ||
Warrants issuance-date common stock price (in dollars per share) | $ 4.05 | ||
Expected volatility | 115% | ||
Risk-free interest rate | 3.75% | ||
Expected term (in years) | 3 years | ||
Dividend yield | 0% |
Acquisitions - EcoFab LLC, Narr
Acquisitions - EcoFab LLC, Narrative (Details) - EcoFab LLC - USD ($) $ in Thousands | Jan. 26, 2022 | Sep. 30, 2022 |
Business Acquisition, Contingent Consideration [Line Items] | ||
Percentage of voting interests acquired | 70% | |
Payments to acquire business | $ 1,700 | |
Business acquisition, equity interest issued or issuable, shares (in shares) | 1,292,776 | |
Business acquisition, equity interest issued or issuable | $ 5,500 | |
Noncontrolling interest recorded in connection with business combinations | $ 3,072 | $ 3,100 |
No Planet B Investments, LLC | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Percentage of voting interests acquired | 30% | 30% |
Acquisitions - EcoLab LLC, Asse
Acquisitions - EcoLab LLC, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 26, 2022 | Dec. 31, 2021 |
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 126,660 | $ 131,259 | |
EcoFab LLC | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 1,023 | ||
Less: noncontrolling interest | $ (3,100) | (3,072) | |
Total consideration | 7,168 | ||
EcoFab LLC | Trademarks, trade names and other intellectual property | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Intangible assets, other than goodwill | 8,705 | ||
EcoFab LLC | Customer relationships | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Intangible assets, other than goodwill | $ 512 |
Acquisitions - MenoLabs LLC, Na
Acquisitions - MenoLabs LLC, Narrative (Details) - MenoLabs LLC $ in Millions | Mar. 10, 2022 USD ($) shares |
Business Acquisition, Contingent Consideration [Line Items] | |
Consideration transferred | $ 16.2 |
Payments to acquire business | 11.3 |
Business combination, debt incurred | $ 0.5 |
Business acquisition, equity interest issued or issuable, shares (in shares) | shares | 852,234 |
Business acquisition, equity interest issued or issuable | $ 3.9 |
Business combination, consideration transferred, other | $ 0.4 |
Contingent consideration, earnout payment term | 12 months |
Acquisition-related contingent consideration | $ 0.4 |
Earnout Payment One | |
Business Acquisition, Contingent Consideration [Line Items] | |
Contingent consideration, earnout payments | 10 |
Earnout Payment Two | |
Business Acquisition, Contingent Consideration [Line Items] | |
Contingent consideration, earnout payments | $ 10 |
Acquisitions - MenoLabs LLC, As
Acquisitions - MenoLabs LLC, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Mar. 10, 2022 | Dec. 31, 2021 |
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 126,660 | $ 131,259 | |
MenoLabs LLC | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Net tangible assets | $ 311 | ||
Goodwill | 6,642 | ||
Total consideration | 16,153 | ||
MenoLabs LLC | Branded products | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Intangible assets, other than goodwill | 5,600 | ||
MenoLabs LLC | Application (App) | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Intangible assets, other than goodwill | $ 3,600 |
Acquisitions - Onda Beauty, Nar
Acquisitions - Onda Beauty, Narrative (Details) - Onda Beauty Inc $ in Millions | Apr. 11, 2022 USD ($) |
Business Acquisition, Contingent Consideration [Line Items] | |
Consideration transferred | $ 4.9 |
Payments to acquire business | 1 |
Business acquisition, equity interest issued or issuable | 3.5 |
Estimated net working capital adjustments | (0.1) |
Contingent consideration, earnout payments | $ 0.5 |
Contingent consideration, earnout payment term | 12 months |
Acquisitions - Onda Beauty, Ass
Acquisitions - Onda Beauty, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Apr. 11, 2022 | Dec. 31, 2021 |
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 126,660 | $ 131,259 | |
Onda Beauty Inc | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Net tangible liabilities | $ (630) | ||
Goodwill | 1,019 | ||
Total consideration | 4,915 | ||
Onda Beauty Inc | Trademarks, trade names and other intellectual property | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Intangible assets, other than goodwill | 4,275 | ||
Onda Beauty Inc | Customer relationships | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Intangible assets, other than goodwill | $ 251 |
Acquisitions - Interfaces, Narr
Acquisitions - Interfaces, Narrative (Details) - Interfaces $ in Millions | May 16, 2022 USD ($) |
Business Acquisition, Contingent Consideration [Line Items] | |
Consideration transferred | $ 6.7 |
Payments to acquire business | 3.4 |
Business combination, debt incurred | $ 3.3 |
Business combination, debt incurred payment period | 2 years |
Acquisitions - Interfaces, Asse
Acquisitions - Interfaces, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | May 16, 2022 | Dec. 31, 2021 |
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 126,660 | $ 131,259 | |
Interfaces | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Net tangible assets | $ 1,474 | ||
Goodwill | 5,219 | ||
Total consideration | $ 6,693 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders - Calculation of Basic and Diluted Net Loss Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss attributable to Amyris, Inc. | $ (161,395) | $ (32,944) | $ (378,713) | $ (308,814) |
Less: loss allocated to participating securities | 0 | 0 | 0 | 787 |
Net loss attributable to Amyris, Inc. common stockholders | (161,395) | (32,944) | (378,713) | (308,027) |
Interest on convertible debt | 0 | 767 | 1,983 | 0 |
Gain from change in fair value of debt | 0 | (52,294) | (35,074) | 0 |
Gain from change in fair value of derivative instruments | 0 | 0 | (3,738) | 0 |
Net loss attributable to Amyris, Inc. common stockholders, diluted | $ (161,395) | $ (84,471) | $ (415,542) | $ (308,027) |
Denominator: | ||||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic (in shares) | 322,286,529 | 300,888,579 | 318,400,804 | 286,919,463 |
Net loss per share, basic (in dollars per share) | $ (0.50) | $ (0.11) | $ (1.19) | $ (1.07) |
Effect of dilutive convertible debt (in shares) | 0 | 16,680,334 | 16,487,613 | 0 |
Effect of dilutive common stock warrants (in shares) | 0 | 0 | 238,505 | 0 |
Weighted-average shares of common stock equivalents used in computing net loss per share of common stock, diluted (in shares) | 322,286,529 | 317,568,913 | 335,126,922 | 286,919,463 |
Net loss per share, diluted (in dollars per share) | $ (0.50) | $ (0.27) | $ (1.24) | $ (1.07) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
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) | 134,627,861 | 21,540,453 | 112,911,403 | 38,220,787 |
Period-end common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 3,633,956 | 4,256,065 | 3,633,956 | 4,256,065 |
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) | 106,542,805 | 0 | 86,683,389 | 16,680,334 |
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) | 4,621,782 | 3,157,279 | 4,621,782 | 3,157,279 |
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) | 17,148,515 | 14,127,109 | 17,148,515 | 14,127,109 |
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) | 823,761 | 0 | 823,761 | 0 |
Contingently issuable warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 1,857,042 | 0 | 0 | 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | |||
Nov. 08, 2022 USD ($) | Oct. 31, 2021 USD ($) | Oct. 01, 2019 complaint | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Product Liability Contingency [Line Items] | |||||
Liabilities recorded for agreements | $ 0 | $ 0 | |||
Loss contingency, new claims filed, number | complaint | 2 | ||||
Pending Litigation | Subsequent Event | |||||
Product Liability Contingency [Line Items] | |||||
Litigation settlement, amount awarded in costs from other party | $ 13,500,000 | ||||
Renfield Manufacturing, LLC | |||||
Product Liability Contingency [Line Items] | |||||
Liabilities recorded for agreements | $ 0 | $ 0 | |||
Guarantor arrangements, agreement term | 10 years | ||||
Letter of Credit | |||||
Product Liability Contingency [Line Items] | |||||
Long-term, line of credit | $ 500,000 |
Revenue Recognition and Contr_3
Revenue Recognition and Contract Assets and Liabilities - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 71,129 | $ 47,866 | $ 194,045 | $ 277,041 |
Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 46,555 | 22,990 | 124,079 | 59,589 |
Technology access | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 24,574 | 24,876 | 69,966 | 217,452 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 61,289 | 29,756 | 137,361 | 91,325 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,988 | 12,852 | 39,139 | 167,374 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,979 | 4,396 | 11,022 | 16,254 |
South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 763 | 457 | 3,876 | 1,102 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,110 | 405 | 2,647 | 986 |
Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 58,563 | 36,508 | 156,418 | 101,859 |
Renewable Products | Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 45,067 | 22,984 | 119,928 | 59,583 |
Renewable Products | Technology access | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 13,496 | 13,524 | 36,490 | 42,276 |
Renewable Products | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 49,611 | 29,255 | 122,530 | 79,574 |
Renewable Products | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,292 | 3,793 | 16,919 | 9,265 |
Renewable Products | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,787 | 2,598 | 10,446 | 10,932 |
Renewable Products | South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 763 | 457 | 3,876 | 1,102 |
Renewable Products | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,110 | 405 | 2,647 | 986 |
Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,113 | 6,006 | 25,880 | 160,806 |
Licenses and Royalties | Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 7 | 6 | 445 | 6 |
Licenses and Royalties | Technology access | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,106 | 6,000 | 25,435 | 160,800 |
Licenses and Royalties | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,113 | 6 | 10,546 | 11,006 |
Licenses and Royalties | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 6,000 | 15,334 | 149,800 |
Licenses and Royalties | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Licenses and Royalties | South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Licenses and Royalties | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,453 | 5,352 | 11,747 | 14,376 |
Collaborations, Grants and Other | Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,481 | 0 | 3,706 | 0 |
Collaborations, Grants and Other | Technology access | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 972 | 5,352 | 8,041 | 14,376 |
Collaborations, Grants and Other | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,565 | 495 | 4,285 | 745 |
Collaborations, Grants and Other | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 696 | 3,059 | 6,886 | 8,309 |
Collaborations, Grants and Other | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 192 | 1,798 | 576 | 5,322 |
Collaborations, Grants and Other | South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Collaborations, Grants and Other | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue Recognition and Contr_4
Revenue Recognition and Contract Assets and Liabilities - Revenue in Connection With Significant Revenue Agreement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 71,129,000 | $ 47,866,000 | $ 194,045,000 | $ 277,041,000 |
Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 24,387,000 | 23,338,000 | 71,007,000 | 202,003,000 |
Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 58,563,000 | 36,508,000 | 156,418,000 | 101,859,000 |
Renewable Products | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 14,281,000 | 15,338,000 | 41,631,000 | 36,391,000 |
Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,113,000 | 6,006,000 | 25,880,000 | 160,806,000 |
Licenses and Royalties | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,106,000 | 6,000,000 | 25,376,000 | 159,612,000 |
Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,453,000 | 5,352,000 | 11,747,000 | 14,376,000 |
Collaborations, Grants and Other | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 2,000,000 | 4,000,000 | 6,000,000 |
Sephora | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,790,000 | 9,080,000 | 28,015,000 | 21,599,000 |
Sephora | Renewable Products | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,790,000 | 9,080,000 | 28,015,000 | 21,599,000 |
Sephora | Licenses and Royalties | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Sephora | Collaborations, Grants and Other | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
DSM - related party | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 13,893,000 | 14,214,000 | 40,540,000 | 168,107,000 |
DSM - related party | Renewable Products | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,787,000 | 6,214,000 | 11,164,000 | 12,495,000 |
DSM - related party | Licenses and Royalties | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,106,000 | 6,000,000 | 25,376,000 | 149,612,000 |
DSM - related party | Collaborations, Grants and Other | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 2,000,000 | 4,000,000 | 6,000,000 |
Ingredion / PureCircle | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (296,000) | 44,000 | 2,452,000 | 12,297,000 |
Ingredion / PureCircle | Renewable Products | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (296,000) | 44,000 | 2,452,000 | 2,297,000 |
Ingredion / PureCircle | Licenses and Royalties | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 10,000,000 |
Ingredion / PureCircle | Collaborations, Grants and Other | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Revenue from all other customers | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 46,742,000 | 24,528,000 | 123,038,000 | 75,038,000 |
Revenue from all other customers | Renewable Products | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 44,282,000 | 21,170,000 | 114,787,000 | 65,468,000 |
Revenue from all other customers | Licenses and Royalties | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 7,000 | 6,000 | 504,000 | 1,194,000 |
Revenue from all other customers | Collaborations, Grants and Other | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 2,453,000 | $ 3,352,000 | $ 7,747,000 | $ 8,376,000 |
Revenue Recognition and Contr_5
Revenue Recognition and Contract Assets and Liabilities - DSM Ingredients Collaboration (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 71,129,000 | $ 47,866,000 | $ 194,045,000 | $ 277,041,000 | |
Collaborations, Grants and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 2,453,000 | 5,352,000 | 11,747,000 | 14,376,000 | |
Significant Revenue Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 24,387,000 | 23,338,000 | 71,007,000 | 202,003,000 | |
Significant Revenue Agreement | Collaborations, Grants and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 0 | 2,000,000 | 4,000,000 | 6,000,000 | |
DSM - related party | DSM Ingredients Collaboration | Research and Development | |||||
Disaggregation of Revenue [Line Items] | |||||
Quarterly payments | $ 2,000,000 | ||||
DSM - related party | Significant Revenue Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 13,893,000 | 14,214,000 | 40,540,000 | 168,107,000 | |
DSM - related party | Significant Revenue Agreement | Collaborations, Grants and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 0 | $ 2,000,000 | $ 4,000,000 | $ 6,000,000 |
Revenue Recognition and Contr_6
Revenue Recognition and Contract Assets and Liabilities - DSM License Agreement and Contract Assignment (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Revenue from contract with customer, including assessed tax | $ 71,129 | $ 47,866 | $ 194,045 | $ 277,041 | ||
Licenses and Royalties | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue from contract with customer, including assessed tax | 10,113 | 6,006 | 25,880 | 160,806 | ||
Significant Revenue Agreement | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue from contract with customer, including assessed tax | 24,387 | 23,338 | 71,007 | 202,003 | ||
Significant Revenue Agreement | Licenses and Royalties | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue from contract with customer, including assessed tax | 10,106 | 6,000 | 25,376 | 159,612 | ||
DSM - related party | DSM License Agreement | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Estimated total unconstrained transaction price | $ 150,000 | $ 150,000 | ||||
DSM - related party | DSM License Agreement | Maximum | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Contingent consideration | 235,000 | |||||
DSM - related party | DSM License Agreement | License | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 143,600 | |||||
DSM - related party | DSM License Agreement | Intellectual Property License | License | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Estimated total unconstrained transaction price | $ 143,600 | $ 143,600 | ||||
DSM - related party | Significant Revenue Agreement | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue from contract with customer, including assessed tax | 13,893 | 14,214 | 40,540 | 168,107 | ||
DSM - related party | Significant Revenue Agreement | Licenses and Royalties | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue from contract with customer, including assessed tax | $ 10,106 | $ 6,000 | $ 25,376 | $ 149,612 |
Revenue Recognition and Contr_7
Revenue Recognition and Contract Assets and Liabilities - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||||
Accounts receivable, net | $ 40,410 | $ 40,410 | $ 37,074 | ||
Accounts receivable - related party, net | 7,428 | 7,428 | 5,667 | ||
Contract assets | 3,361 | 3,361 | 4,227 | ||
Contract assets - related party | 25,371 | 25,371 | 0 | ||
Contract liabilities | 953 | 953 | 2,530 | ||
Contract liabilities, noncurrent | 0 | 0 | $ 111 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer, including assessed tax | 71,129 | $ 47,866 | 194,045 | $ 277,041 | |
Significant Revenue Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer, including assessed tax | 24,387 | 23,338 | 71,007 | 202,003 | |
Licenses and Royalties | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer, including assessed tax | 10,113 | 6,006 | 25,880 | 160,806 | |
Licenses and Royalties | Significant Revenue Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer, including assessed tax | 10,106 | 6,000 | 25,376 | 159,612 | |
DSM - related party | Significant Revenue Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer, including assessed tax | 13,893 | 14,214 | 40,540 | 168,107 | |
DSM - related party | Licenses and Royalties | Significant Revenue Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer, including assessed tax | $ 10,106 | $ 6,000 | $ 25,376 | $ 149,612 |
Revenue Recognition and Contr_8
Revenue Recognition and Contract Assets and Liabilities - Remaining Performance Obligations (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 906 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Revenue, remaining performance obligation, amount | $ 334 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, remaining performance obligation, amount | $ 143 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, remaining performance obligation, amount | $ 143 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, remaining performance obligation, amount | $ 143 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Revenue, remaining performance obligation, amount | $ 143 |
Related Party Transactions - Re
Related Party Transactions - Related Party Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Principal | $ 821,761 | $ 740,937 |
Change in Fair Value | 14,165 | 57,386 |
Net | 813,845 | 417,384 |
Foris Ventures LLC | Convertible note | Foris Convertible Note | ||
Related Party Transaction [Line Items] | ||
Principal | 50,041 | 50,041 |
Unaccreted Debt Discount | 0 | 0 |
Change in Fair Value | 14,165 | 57,386 |
Net | 64,206 | 107,427 |
Foris Ventures LLC | Senior note | Foris senior note | ||
Related Party Transaction [Line Items] | ||
Principal | 80,000 | 0 |
Unaccreted Debt Discount | (6,008) | 0 |
Change in Fair Value | 0 | 0 |
Net | $ 73,992 | $ 0 |
Related Party Transactions - _2
Related Party Transactions - Related Party Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Accounts receivable - related party | $ 7,428 | $ 5,667 |
Contract assets - related party | 25,371 | 0 |
Accounts payable - related party | 86,628 | 107,427 |
Accounts payable - related party | ||
Related Party Transaction [Line Items] | ||
Accounts payable - related party | $ 13,016 | $ 5,011 |
Stock-based Compensation - Shar
Stock-based Compensation - Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Quantity of Stock Options | ||
Outstanding, beginning balance (in shares) | 3,087,225 | |
Granted (in shares) | 1,998,944 | |
Exercised (in shares) | (36,021) | |
Forfeited or expired (in shares) | (428,366) | |
Outstanding, ending balance (in shares) | 4,621,782 | 3,087,225 |
Vested or expected to vest (in shares) | 4,373,568 | |
Exercisable (in shares) | 1,856,159 | |
Weighted- average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 9.91 | |
Granted (in dollars per share) | 3 | |
Exercised (in dollars per share) | 2.84 | |
Forfeited or expired (in dollars per share) | 9.72 | |
Outstanding, ending balance (in dollars per share) | 7 | $ 9.91 |
Vested or expected to vest (in dollars per share) | 7.15 | |
Exercisable (in dollars per share) | $ 10.57 | |
Weighted-average Remaining Contractual Life, in Years | ||
Outstanding (years) | 7 years 9 months 18 days | 7 years 1 month 6 days |
Vested or expected to vest (years) | 7 years 8 months 12 days | |
Exercisable (years) | 5 years 8 months 12 days | |
Aggregate Intrinsic Value, in Thousands | ||
Outstanding | $ 854 | $ 2,580 |
Vested or expected to vest | 765 | |
Exercisable | $ 19 |
Stock-based Compensation - Temp
Stock-based Compensation - Temporal Display of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Quantity of Restricted Stock Units | ||
Outstanding , beginning balance (in shares) | 13,731,320 | |
Awarded (in shares) | 7,580,711 | |
Released (in shares) | (3,071,868) | |
Forfeited (in shares) | (1,091,648) | |
Outstanding, ending balance (in shares) | 17,148,515 | 13,731,320 |
Vested or expected to vest (in shares) | 14,956,339 | |
Weighted-average Grant-date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ 9.99 | |
Awarded (in dollars per share) | 3.36 | |
Released (in dollars per share) | 6.78 | |
Forfeited (in dollars per share) | 6.09 | |
Outstanding, ending balance (in dollars per share) | 7.88 | $ 9.99 |
Vested or expected to vest (in dollars per share) | $ 7.73 | |
Weighted-average Remaining Contractual Life, in Years | ||
Outstanding (years) | 2 years 3 months 18 days | 2 years 9 months 18 days |
Vested or expected to vest (years) | 2 years 2 months 12 days |
Stock-based Compensation - Empl
Stock-based Compensation - Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 12,309 | $ 8,905 | $ 36,544 | $ 21,933 |
Cost of products sold | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 79 | 79 | 238 | 216 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,606 | 1,565 | 5,007 | 3,945 |
Sales, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 10,624 | $ 7,261 | $ 31,299 | $ 17,772 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Compensation expense related to stock options and RSUs | $ 111.6 |
Weighted-average period | 3 years |
Subsequent Events (Details)
Subsequent Events (Details) | 9 Months Ended | |||
Oct. 11, 2022 USD ($) tranche | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Oct. 31, 2022 USD ($) | |
Subsequent Event [Line Items] | ||||
Payments of debt issuance costs | $ 0 | $ 2,500,000 | ||
The DSM Loan Agreement | Secured Debt | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, face amount | $ 75,000,000 | $ 75,000,000 | ||
Number of tranches | tranche | 2 | |||
Debt instrument, repayment term | 1 year | |||
Debt instrument, interest rate, stated percentage | 9% | |||
Payments of debt issuance costs | $ 5,125,000 | |||
Repayments of debt, threshold for when earns-outs become due | 30,000,000 | |||
The DSM Loan Agreement, Tranche One | Secured Debt | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, face amount | 50,000,000 | |||
The DSM Loan Agreement, Tranche Two | Secured Debt | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, face amount | 25,000,000 | |||
The DSM Loan Agreement, Tranche Three | Secured Debt | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, face amount | 25,000,000 | |||
The DSM Loan Agreement, Maturity on October 11, 2023 | Secured Debt | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Repayments of debt | 25,000,000 | |||
The DSM Loan Agreement, Maturity on October 11, 2024 | Secured Debt | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Repayments of debt | $ 25,000,000 |
Uncategorized Items - amrs-2022
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |