Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 14, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-34885 | ||
Entity Registrant Name | AMYRIS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 55-0856151 | ||
Entity Address, Address Line One | 5885 Hollis Street | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Emeryville | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94608 | ||
City Area Code | 510 | ||
Local Phone Number | 450-0761 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 340.4 | ||
Entity Common Stock, Shares Outstanding | 366,251,614 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be filed for its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001365916 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
The Nasdaq Stock Market LLC | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | AMRS | ||
Security Exchange Name | NASDAQ | ||
Nasdaq Global Select Market | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | AMRS | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | Macias Gini & O'Connell LLP |
Auditor Firm ID | 324 |
Auditor Location | San Jose, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 64,437 | $ 483,462 |
Restricted cash | 71 | 199 |
Accounts receivable, net of allowance of $995 and $945 | 45,775 | 37,074 |
Accounts receivable - related party, net of allowance of $0 and $0 | 6,608 | 5,667 |
Contract assets | 806 | 4,227 |
Contract assets - related party | 36,638 | 0 |
Inventories | 111,880 | 75,070 |
Prepaid expenses and other current assets | 40,146 | 33,513 |
Total current assets | 306,361 | 639,212 |
Property, plant and equipment, net | 182,224 | 72,835 |
Restricted cash, noncurrent | 6,090 | 4,651 |
Recoverable taxes from Brazilian government entities | 29,472 | 16,740 |
Right-of-use assets under financing leases, net | 152 | 7,342 |
Right-of-use assets under operating leases, net | 97,216 | 32,428 |
Goodwill | 142,575 | 131,259 |
Intangible assets, net | 46,938 | 39,265 |
Other assets | 13,904 | 10,566 |
Total assets | 824,932 | 954,298 |
Current liabilities: | ||
Accounts payable | 190,486 | 79,666 |
Accrued and other current liabilities | 73,565 | 71,457 |
Financing lease liabilities | 13 | 140 |
Operating lease liabilities | 2,255 | 7,689 |
Contract liabilities | 26 | 2,530 |
Debt, current portion | 1,916 | 896 |
Related party debt, current portion (includes instrument measured at fair value of $54,026 and $107,427) | 118,886 | 107,427 |
Total current liabilities | 387,147 | 269,805 |
Long-term debt, net of current portion | 674,891 | 309,061 |
Related party debt, net of current portion (includes instrument measured at fair value of $0 and $0) | 97,350 | 0 |
Financing lease liabilities, net of current portion | 48 | 61 |
Operating lease liabilities, net of current portion | 86,195 | 19,829 |
Derivative liabilities | 5,403 | 7,062 |
Acquisition-related contingent consideration | 34,555 | 64,762 |
Other noncurrent liabilities | 7,053 | 4,510 |
Total liabilities | 1,292,642 | 675,090 |
Commitments and contingencies | ||
Mezzanine equity: | ||
Contingently redeemable common stock | 5,000 | 5,000 |
Contingently redeemable noncontrolling interest | 28,892 | 28,520 |
Stockholders’ equity (deficit): | ||
Preferred stock - $0.0001 par value, 5,000,000 shares authorized as of December 31, 2022 and 2021; 0 shares issued and outstanding as of December 31, 2022 and 2021 | 0 | 0 |
Common stock - $0.0001 par value, 550,000,000 and 450,000,000 shares authorized as of December 31, 2022 and 2021; 364,745,266 and 308,899,906 shares issued and outstanding as of December 31, 2022 and 2021 | 36 | 31 |
Additional paid-in capital | 2,455,567 | 2,656,838 |
Accumulated other comprehensive loss | (64,114) | (52,769) |
Accumulated deficit | (2,880,178) | (2,357,661) |
Total Amyris, Inc. stockholders' (deficit) equity | (488,689) | 246,439 |
Noncontrolling interest | (12,913) | (751) |
Total stockholders' (deficit) equity | (501,602) | 245,688 |
Total liabilities, mezzanine equity and stockholders' (deficit) equity | $ 824,932 | $ 954,298 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 995 | $ 945 |
Accounts receivable, related party, allowance | 0 | 0 |
Related party debt, fair value, current | 54,026 | 107,427 |
Related party debt, fair value, noncurrent | $ 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 | 450,000,000 |
Common stock issued (in shares) | 364,745,266 | 308,899,906 |
Common stock, shares outstanding (in shares) | 364,745,266 | 308,899,906 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Revenue | $ 269,847 | $ 341,817 | $ 173,137 |
Cost and operating expenses: | |||
Cost of products sold | 258,668 | 155,139 | 87,812 |
Research and development | 110,215 | 94,289 | 71,676 |
Sales, general and administrative | 493,629 | 257,811 | 137,071 |
Change in fair value of acquisition-related contingent consideration | (24,874) | 0 | 0 |
Restructuring | 1,192 | 0 | 0 |
Impairment | 0 | 12,204 | 0 |
Total cost and operating expenses | 838,830 | 519,443 | 296,559 |
Loss from operations | (568,983) | (177,626) | (123,422) |
Other income (expense): | |||
Interest expense | (24,733) | (25,605) | (47,951) |
Gain (loss) from change in fair value of derivative instruments | 3,905 | 1,453 | (11,362) |
Gain (loss) from change in fair value of debt | 53,400 | (38,649) | (89,827) |
Loss upon extinguishment of debt | 0 | (32,464) | (51,954) |
Other (expense) income, net | (2,214) | 580 | 666 |
Total other income (expense), net | 30,358 | (94,685) | (200,428) |
Loss before income taxes and loss from investment in affiliates | (538,625) | (272,311) | (323,850) |
Benefit from (provision for) income taxes | 2,697 | 8,114 | (293) |
Loss from investment in affiliates | (7,443) | (7,595) | (2,731) |
Net loss | (543,371) | (271,792) | (326,874) |
Loss (income) attributable to noncontrolling interest | 14,861 | 823 | (4,165) |
Net loss attributable to Amyris, Inc. | (528,510) | (270,969) | (331,039) |
Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock | 0 | 0 | (67,151) |
Add: loss allocated to participating securities | 0 | 507 | 15,879 |
Net loss attributable to Amyris, Inc. common stockholders | $ (528,510) | $ (270,462) | $ (382,311) |
Earnings Per Share [Abstract] | |||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic (in shares) | 320,752,600 | 292,343,431 | 203,598,673 |
Basic loss per share (in dollars per share) | $ (1.65) | $ (0.93) | $ (1.88) |
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted (in shares) | 339,333,994 | 292,667,631 | 203,598,673 |
Diluted loss per share (in dollars per share) | $ (1.69) | $ (0.97) | $ (1.88) |
Renewable Products | |||
Revenue: | |||
Revenue | $ 222,323 | $ 149,703 | $ 104,338 |
Licenses and Royalties | |||
Revenue: | |||
Revenue | 32,434 | 173,812 | 50,991 |
Collaborations, Grants and Other | |||
Revenue: | |||
Revenue | $ 15,090 | $ 18,302 | $ 17,808 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues, related party | $ 53,947 | $ 174,774 | $ 51,754 |
Renewable Products | |||
Revenues, related party | 18,172 | 19,162 | 986 |
Licenses and Royalties | |||
Revenues, related party | 31,781 | 149,612 | 43,750 |
Collaborations, Grants and Other | |||
Revenues, related party | $ 3,994 | $ 6,000 | $ 7,018 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Comprehensive loss: | |||
Net loss | $ (543,371) | $ (271,792) | $ (326,874) |
Foreign currency translation adjustment | (11,345) | (5,394) | (3,571) |
Total comprehensive loss | (554,716) | (277,186) | (330,445) |
Loss (income) attributable to noncontrolling interest | 14,861 | 823 | (4,165) |
Comprehensive loss attributable to Amyris, Inc. | $ (539,855) | $ (276,363) | $ (334,610) |
Consolidated Statements of Stoc
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, 2019 | 8,280 | |||||||||
Beginning balance at Dec. 31, 2019 | $ (255,168) | $ 0 | $ 12 | $ 1,543,668 | $ (43,804) | $ (1,755,653) | $ 609 | |||
Beginning balance (in shares) at Dec. 31, 2019 | 117,742,677 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of preferred and common stock in private placements, net of issuance costs (in shares) | 72,156 | 36,098,894 | ||||||||
Issuance of preferred and common stock in private placements, net of issuance costs | 170,037 | $ 3 | 170,034 | |||||||
Issuance of common stock upon exercise of warrants - related party (in shares) | 29,165,166 | |||||||||
Issuance of common stock upon exercise of warrants - related party | 83,115 | $ 2 | 83,113 | |||||||
Issuance of preferred and common stock in private placements - related party, net of issuance costs (in shares) | 30,000 | 10,505,652 | ||||||||
Issuance of preferred and common stock in private placements - related party, net of issuance costs | 57,189 | $ 1 | 57,188 | |||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest (in shares) | 6,337,594 | |||||||||
Issuance of common stock and warrants upon conversion of debt principal and accrued interest | 21,260 | $ 1 | 21,259 | |||||||
Issuance of common stock upon conversion of debt principal and accrued interest, and extinguishment of related derivative liability (in shares) | 3,246,489 | |||||||||
Issuance of common stock upon conversion of debt principal and accrued interest, and extinguishment of related derivative liability | 15,778 | 15,778 | ||||||||
Issuance of common stock right warrant - related party (in shares) | 5,226,481 | |||||||||
Issuance of common stock right warrant - related party | 8,904 | $ 1 | 8,903 | |||||||
Issuance of common stock upon exercise of warrants (in shares) | 1,343,675 | |||||||||
Issuance of common stock upon exercise of warrants | 3,476 | 3,476 | ||||||||
Issuance of common stock upon ESPP purchase (in shares) | 357,655 | |||||||||
Issuance of common stock upon ESPP purchase | 843 | 843 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 11,061 | |||||||||
Issuance of common stock upon exercise of stock options | 46 | 46 | ||||||||
Issuance of common stock upon automatic conversion of Series E preferred stock (in shares) | (102,156) | 34,052,084 | ||||||||
Issuance of common stock upon automatic conversion of Series E preferred stock | 0 | $ 4 | (4) | |||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 2,227,654 | |||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (404) | (404) | ||||||||
Beneficial conversion feature related to issuance of Series E preferred stock | 67,151 | 67,151 | ||||||||
Deemed dividend upon conversion of Series E preferred stock into common stock | (67,151) | (67,151) | ||||||||
Exercise of common stock rights warrant - related party | 15,000 | 15,000 | ||||||||
Extinguishment of liability warrants to equity | 11,750 | 11,750 | ||||||||
Fair value of pre-delivery shares released to holder in connection with previous debt issuance | 10,478 | 10,478 | ||||||||
Modification of previously issued common stock warrants | 2,353 | 2,353 | ||||||||
Issuance of common stock as consideration for services purchased | 0 | |||||||||
Stock-based compensation | 13,743 | 13,743 | ||||||||
Return of pre-delivery shares previously issued to lenders(in shares) | (1,363,636) | |||||||||
Foreign currency translation adjustment | (3,571) | (3,571) | ||||||||
Net loss | (326,874) | (331,039) | 4,165 | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 8,280 | |||||||||
Ending balance at Dec. 31, 2020 | (172,045) | $ 0 | $ 24 | 1,957,224 | (47,375) | (2,086,692) | 4,774 | |||
Ending balance (in shares) at Dec. 31, 2020 | 244,951,446 | |||||||||
Beginning balance, contingently redeemable common stock at Dec. 31, 2019 | 5,000 | |||||||||
Ending balance, contingently redeemable common stock at Dec. 31, 2020 | 5,000 | |||||||||
Ending balance, contingently redeemable noncontrolling interest at Dec. 31, 2020 | $ 0 | |||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2020-06 [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of warrants - related party (in shares) | 15,893,140 | |||||||||
Issuance of common stock upon exercise of warrants - related party | $ 10,840 | $ 2 | 10,838 | |||||||
Issuance of common stock upon exercise of warrants (in shares) | 20,809,472 | |||||||||
Issuance of common stock upon exercise of warrants | 45,644 | $ 2 | 45,642 | |||||||
Issuance of common stock upon ESPP purchase (in shares) | 290,063 | |||||||||
Issuance of common stock upon ESPP purchase | 1,171 | 1,171 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 636,930 | |||||||||
Issuance of common stock upon exercise of stock options | 3,295 | 3,295 | ||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 3,073,652 | |||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (1,482) | (1,482) | ||||||||
Value of cash conversion feature in connection with issuance of convertible senior note | 367,974 | 367,974 | ||||||||
Issuance of common stock as purchase consideration in business combinations (in shares) | 3,806,263 | |||||||||
Issuance of common stock as purchase consideration in business combinations | 54,379 | 54,379 | ||||||||
Issuance of common stock 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 debt principal, net of return of 2,600,000 pre-delivery shares returned to Amyris (in shares) | 5,827,164 | |||||||||
Issuance of common stock upon conversion of debt principal, net of return of 2,600,000 pre-delivery shares returned to Amyris | 110,575 | $ 1 | 110,574 | |||||||
Issuance of common stock upon conversion of preferred stock (in shares) | (8,280) | 1,943,659 | ||||||||
Issuance of common stock as consideration for services purchased | 0 | |||||||||
Issuance of contingently redeemable noncontrolling interest | (14,520) | (14,520) | ||||||||
Premium paid for convertible note hedge call option | (81,075) | (81,075) | ||||||||
Stock-based compensation | 33,394 | 33,394 | ||||||||
Foreign currency translation adjustment | (5,394) | (5,394) | ||||||||
Distribution to noncontrolling interest | (4,702) | (4,702) | ||||||||
Net loss | $ (271,792) | (270,969) | (823) | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||
Ending balance at Dec. 31, 2021 | $ 245,688 | $ (361,981) | $ 0 | $ 31 | 2,656,838 | $ (367,974) | (52,769) | (2,357,661) | $ 5,993 | (751) |
Ending balance (in shares) at Dec. 31, 2021 | 308,899,906 | 308,899,906 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Issuance of contingently redeemable noncontrolling interest | $ 28,520 | |||||||||
Ending balance, contingently redeemable common stock at Dec. 31, 2021 | 5,000 | |||||||||
Ending balance, contingently redeemable noncontrolling interest at Dec. 31, 2021 | 28,520 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 3,549,786 | |||||||||
Issuance of common stock upon exercise of warrants | 9,748 | 9,748 | ||||||||
Issuance of common stock upon ESPP purchase (in shares) | 722,909 | |||||||||
Issuance of common stock upon ESPP purchase | $ 1,412 | 1,412 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 36,021 | 36,021 | ||||||||
Issuance of common stock upon exercise of stock options | $ 103 | 103 | ||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares) | 3,750,253 | |||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | (19) | (19) | ||||||||
Issuance of common stock as purchase consideration in business combinations (in shares) | 9,079,112 | |||||||||
Issuance of common stock as purchase consideration in business combinations | 39,279 | $ 1 | 39,278 | |||||||
Acquisitions | 155 | 155 | ||||||||
Issuance of common stock as consideration for services purchased (in shares) | 2,790,698 | |||||||||
Issuance of common stock as consideration for services purchased | 5,135 | $ 1 | 5,134 | |||||||
Issuance of common stock as purchase consideration for equity securities (in shares) | 2,583,247 | |||||||||
Issuance of common stock as purchase consideration for equity securities | 7,893 | 7,893 | ||||||||
Issuance of common stock in lieu of cash compensation to non-employee directors | 279 | 279 | ||||||||
Issuance of common stock and warrants in private placement, net of issuance costs - related party (in shares) | 13,333,334 | |||||||||
Issuance of common stock and warrants in private placement, net of issuance costs - related party | 20,000 | $ 1 | 19,999 | |||||||
Issuance of common stock and warrants in registered direct offering, net of issuance costs (in shares) | 20,000,000 | |||||||||
Issuance of common stock and warrants in registered direct offering, net of issuance costs | 27,834 | $ 2 | 27,832 | |||||||
Issuance of warrants in connection with related party debt issuance | 5,833 | 5,833 | ||||||||
Proceeds from extension of warrants | 500 | 500 | ||||||||
Stock-based compensation | 48,711 | 48,711 | ||||||||
Foreign currency translation adjustment | (11,345) | (11,345) | ||||||||
Net loss | $ (540,827) | (528,510) | (12,317) | |||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||
Ending balance at Dec. 31, 2022 | $ (501,602) | $ 0 | $ 36 | $ 2,455,567 | $ (64,114) | $ (2,880,178) | $ (12,913) | |||
Ending balance (in shares) at Dec. 31, 2022 | 364,745,266 | 364,745,266 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Acquisitions | $ 2,917 | |||||||||
Net loss | (2,545) | |||||||||
Ending balance, contingently redeemable common stock at Dec. 31, 2022 | 5,000 | |||||||||
Ending balance, contingently redeemable noncontrolling interest at Dec. 31, 2022 | $ 28,892 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) and Mezzanine Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 shares | |
Senior convertible notes | Convertible Notes | |
Common stock, shares to be returned upon conversion of convertible debt (in shares) | 2,600,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net loss | $ (543,371) | $ (271,792) | $ (326,874) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Accretion of debt discount | 6,367 | 9,536 | 3,829 |
Amortization of intangible assets | 4,444 | 981 | 0 |
Amortization of right-of-use assets under operating leases | 10,457 | 2,968 | 2,755 |
Contract asset credit loss reserve | 0 | 0 | 8,342 |
Depreciation and amortization | 12,373 | 8,745 | 9,371 |
Expense for warrants issued for covenant waivers | 0 | 0 | 0 |
Gain from change in fair value of acquisition-related contingent consideration | (24,874) | 0 | 0 |
(Gain) loss from change in fair value of debt | (53,401) | 38,649 | 89,827 |
(Gain) loss from change in fair value of derivative instruments | (3,905) | (1,453) | 11,362 |
(Gain) loss on foreign currency exchange rates | (404) | 683 | (119) |
Impairment of deferred cost of products sold - related party | 0 | 12,204 | 0 |
Impairment of property, plant and equipment | 0 | 0 | 13 |
Loss from investment in affiliate | 7,443 | 292 | 2,731 |
Loss on disposal of property, plant and equipment | 706 | 0 | 0 |
Loss upon conversion or extinguishment of debt | 0 | 29,346 | 51,954 |
Non-cash interest expense in connection with modification of warrants | 0 | 0 | 1,066 |
Non-cash interest expense in connection with release of pre-delivery shares to debt holder | 0 | 0 | 10,478 |
Other | 0 | 9 | 161 |
Stock-based compensation | 48,711 | 33,394 | 13,743 |
Changes in assets and liabilities: | |||
Accounts receivable | (9,584) | 2,395 | (24,161) |
Contract assets | (33,216) | 1,154 | (4,035) |
Inventories | (35,027) | (32,237) | (16,249) |
Deferred cost of products sold - related party | 0 | 7,536 | (3,248) |
Prepaid expenses and other assets | (16,554) | (36,291) | (443) |
Accounts payable | 114,533 | 37,389 | (10,081) |
Accrued and other liabilities | 5,792 | (9,924) | 5,148 |
Lease liabilities | (13,849) | (12,700) | (4,438) |
Contract liabilities | (2,535) | (2,217) | 3,115 |
Net cash used in operating activities | (525,894) | (181,333) | (175,753) |
Investing activities: | |||
Purchases of property, plant and equipment | (105,947) | (45,636) | (12,781) |
Acquisitions, net of cash acquired | (17,760) | (18,462) | 0 |
Net cash used in investing activities | (123,707) | (64,098) | (12,781) |
Financing activities: | |||
Distribution to noncontrolling interest | 0 | (4,702) | 0 |
Issuance costs incurred in connection with debt modification | 0 | (2,500) | 0 |
Payment of minimum employee taxes withheld upon net share settlement of restricted stock units | (19) | (1,482) | (404) |
Principal payments on debt | (810) | (76,980) | (51,959) |
Principal payments on financing leases | (140) | (4,067) | (3,461) |
Proceeds from capital contribution by noncontrolling interest | 0 | 10,000 | 0 |
Proceeds from ESPP purchases | 1,412 | 1,171 | 843 |
Proceeds from exercise of common stock rights warrant - related party | 0 | 0 | 15,000 |
Proceeds from exercise of warrants | 6,591 | 39,904 | 3,476 |
Proceeds from exercise of warrants - related party | 0 | 16,580 | 28,348 |
Proceeds from exercises of common stock options | 103 | 3,295 | 46 |
Proceeds from extension of warrants | 500 | 0 | 0 |
Proceeds from issuance of common stock and warrants in private placement, net of issuance costs - related party | 20,000 | 0 | 0 |
Proceeds from issuance of common stock in public offering, net of issuance costs | 0 | 130,793 | 0 |
Proceeds from issuance of common stock and warrants in registered direct offering, net of issuance costs | 27,834 | 0 | 0 |
Proceeds from issuance of debt, net of issuance costs | 175,942 | 671,025 | 15,599 |
Proceeds from issuance of preferred and common stock in private placements, net of issuance costs | 0 | 0 | 170,037 |
Proceeds from issuance of preferred and common stock in private placements, net of issuance costs - related party | 0 | 0 | 45,000 |
Purchase of capped calls related to convertible senior notes | 0 | (81,075) | 0 |
Net cash provided by financing activities | 231,413 | 701,962 | 222,525 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 474 | 359 | (4,268) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (417,714) | 456,890 | 29,723 |
Cash, cash equivalents and restricted cash at beginning of year | 488,312 | 31,422 | 1,699 |
Cash, cash equivalents and restricted cash at end of year | 70,598 | 488,312 | 31,422 |
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets | |||
Cash and cash equivalents | 64,437 | 483,462 | 30,152 |
Restricted cash, current | 71 | 199 | 309 |
Restricted cash, noncurrent | 6,090 | 4,651 | 961 |
Total cash, cash equivalents and restricted cash | 70,598 | 488,312 | 31,422 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 10,940 | 7,730 | 16,609 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Accrued interest added to debt principal | 1,089 | 0 | 2,056 |
Acquisition of intangible assets in connection with business combinations | 14,637 | 0 | 0 |
Acquisition of right-of-use assets under financing leases | 0 | 30 | 0 |
Acquisition of right-of-use assets under operating leases | 69,351 | 25,395 | 0 |
Cash conversion feature in connection with issuance of 2026 convertible senior notes | 0 | 367,974 | 0 |
Common stock issued as purchase consideration in business combinations | 0 | 56,418 | 0 |
Derecognition of derivative liabilities to equity upon extinguishment of debt | 0 | 59 | 6,461 |
Derecognition of derivative liabilities upon authorization of shares | 0 | 0 | 6,550 |
Derecognition of derivative liabilities upon exercise of warrants | 0 | 0 | 5,200 |
Exercise of common stock warrants in exchange for debt principal and interest reduction | 0 | 0 | 69,918 |
Extinguishment of derivative liability and issuance of common stock upon exercise of warrants | 3,157 | 0 | 0 |
Fair value of embedded features in connection with private placement | 0 | 0 | 2,962 |
Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances | 0 | 0 | 188 |
Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances - related party | 5,403 | 0 | 747 |
Goodwill recorded in connection with business combination | 22,231 | 133,025 | 0 |
Issuance of common stock and warrants issued upon conversion of debt principal | 0 | 149,208 | 0 |
Issuance of common stock as consideration for services purchased | 5,135 | 0 | 0 |
Issuance of common stock as purchase consideration for equity securities | 7,893 | 0 | 0 |
Issuance of common stock as purchase consideration in business combinations | 39,279 | 0 | 0 |
Issuance of common stock in lieu of cash compensation to non-employee directors | 279 | 0 | 0 |
Issuance of common stock upon conversion of convertible notes and accrued interest | 0 | 42,520 | 27,650 |
Issuance of common stock upon exercise of common stock rights warrant in previous period - related party | 0 | 0 | 1 |
Noncontrolling interest issued in subsidiary in exchange for settlement of other liabilities | 0 | 4,000 | 0 |
Noncontrolling interest recorded in connection with business combinations | 3,072 | 0 | 0 |
Reclassification of Additional paid-in capital to Mezzanine equity in connection with issuance of contingently redeemable noncontrolling interest in subsidiary | 0 | 14,520 | 0 |
Unpaid property, plant and equipment balances in accounts payable and accrued liabilities at end of period | $ 6,366 | $ 4,833 | $ 1,575 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Business Description Amyris, Inc. (together with subsidiaries, Amyris or the Company) is a biotechnology company delivering sustainable, science-based ingredients and consumer products that are better than incumbent options for people and the planet. The Company creates, manufactures, and commercializes consumer products and ingredients. The largest proportion of the Company's revenue is the marketing and selling of Clean Beauty, Personal Care, and Health & Wellness consumer products through direct-to-consumer e-commerce platforms and a growing network of retail partners. The Company's proprietary sustainable ingredients are sold in bulk to industrial leaders who 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 Lab-to-MarketTM technology platform. The technology platform creates a portfolio connection between the Company's proprietary science and formulation expertise, manufacturing capability at industrial scale and expertise in commercializing high performance, sustainable products that give consumers the power to choose products that benefit the planet. The Company has incurred operating losses since its inception, and expects to continue to incur losses and negative cash flows from operations in 2023. As of December 31, 2022, the Company had working capital of $80.8 million, an accumulated deficit of $2.9 billion, and unrestricted cash and cash equivalents of $64.4 million. As of December 31, 2022, the principal amounts due under the Company's debt instruments totaled $923.0 million, of which $128.7 million is classified as current. However, $50.0 million of the $128.7 million of current principal due is related party debt that is convertible into shares of the Company’s common stock at $3.00 per share. The maturity date of this debt is July 1, 2023. The Company's operating plan for 2023 contemplates a significant reduction in net operating cash outflows as compared to the year ended December 31, 2022, resulting from (1) revenue growth from sales of existing and new products with positive gross margins and expansion outside the United States; (2) reduced production costs as a result of technical developments and transitioning to the new manufacturing facility in the last half of 2022 and remaining transition in 2023; and (3) an increase in cash inflows from milestone royalties under the DSM and Ingredion license agreements. Management currently believes that the Company's cash position combined with cash generated from operations, expected earnout payments along with planned price increases, operating expense reduction, portfolio decisions, debt, and, importantly, the successful completion of the Givaudan transaction described in Note 16, Subsequent Events, to the Consolidated Financial Statements, alleviates substantial doubt about the Company's ability to continue as a going concern for the next 12 months. Basis of Consolidation The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (U.S. GAAP). The consolidated financial statements include the accounts of Amyris, Inc. and its wholly-owned and partially-owned subsidiaries in which the Company has a controlling financial interest after elimination of all significant intercompany accounts and transactions. Investments and joint venture arrangements are assessed to determine whether the terms provide economic or other control over the entity requiring consolidation of the entity. Entities controlled by means other than a majority voting interest are referred to as variable-interest entities (VIEs) and are consolidated when Amyris has both the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. The Company accounts for its equity investments and joint ventures using the equity method for any investment or joint venture in which (i) the Company does not have a majority ownership interest, (ii) the Company does not possess the ability to exert significant influence, and (iii) the entity is not a VIE for which the Company is considered the primary beneficiary. Use of Estimates and Judgements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements, and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements. Significant estimates and judgements used in these consolidated financial statements are discussed in the relevant accounting policies below or specifically discussed in the Notes to Consolidated Financial Statements where such transactions are disclosed. Significant Accounting Policies Acquisitions When the Company acquires a controlling financial interest in an entity or group of assets that are determined to meet the definition of a business, the acquisition method is applied. The Company allocates the purchase consideration paid to acquire the business to the tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill. The determination of fair values of identifiable assets and liabilities requires significant judgment and estimates and the use of valuation techniques when market values are not readily available. If during the measurement period (a period not to exceed 12 months from the acquisition date) the Company receives additional information that existed as of the acquisition date but at the time of the original allocation described above was unknown, the Company makes the appropriate adjustments to the purchase price allocation in the reporting period in which the adjustments are identified. Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates with the corresponding gain or loss being recognized in profit or loss. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. Derivatives Embedded derivatives that are required to be bifurcated from the underlying debt instrument and free standing equity instruments that do not meet the derivative scope exception and equity classification criteria are accounted for and valued as separate financial instruments. The Company has evaluated the terms and features of its convertible notes and free standing equity instruments requiring bifurcation and have accounted for these instruments at fair value. Fair Value Measurements The carrying amounts of certain financial instruments, such as cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their relatively short maturities. The Company measures the following financial liabilities at fair value: • Warrants to purchase common stock and freestanding and bifurcated derivatives in connection with certain debt and equity financings; and • Foris Convertible Note Fair value is based on the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Where available, fair value is based on or derived from observable market prices or other observable inputs. Where observable prices or inputs are not available, valuation techniques are applied. These valuation techniques involve management estimation and judgement, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Changes to the inputs, including the closing price of the Company common stock at each period end, used in these valuation models can have a significant impact on the estimated fair value of the Foris Convertible Note, the fair value of embedded features in the DSM Note, and the Company's freestanding derivatives. A decrease (increase) in the estimated credit spread for the Company results in an increase (decrease) in estimated fair value. Conversely, a decrease (increase) in the Company’s closing stock price at period end results in a decrease (increase) in estimated fair value of these instruments. The changes during 2022, 2021 and 2020 in the fair values of the warrants and bifurcated compound embedded derivatives are primarily related to the change in price of the Company's common stock and are reflected in the consolidated statements of operations as “ Gain (loss) from change in fair value of derivative instruments The fair value of debt instruments for which the Company has not elected fair value accounting is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. Most of the Company's debt is carried on the consolidated balance sheet on a historical cost basis net of unamortized discounts and premiums, because the Company has not elected the fair value option of accounting. However, for the Foris Convertible Note, the Company elected fair value accounting upon reissuance in June 2020, so the balances reported for that debt instrument represents fair value as of each balance sheet date. Changes in fair value of the Foris Convertible Note and fair value of embedded features in the DSM Note are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of debt”. For all debt instruments, including any for which the Company has elected fair value accounting, the Company classifies interest that has been accrued during each period as Interest expense on the consolidated statements of operations. Goodwill Goodwill represents the excess of the cost over the fair value of net assets acquired from the Company's business combinations. Goodwill is not subject to amortization and is assessed for impairment using fair value measurement techniques on an annual basis on October 1, or more frequently if facts and circumstance warrant such a review. Goodwill is assigned to reporting units within the company. The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests, whereby the fair value of a reporting unit is compared with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds its estimated fair value, an impairment loss is recognized in an amount equal to the excess. All of the Company's goodwill resides within the Consumer reporting unit, with none allocated to Technology Access. No impairment of goodwill has occurred during the periods presented in these consolidated financial statements. Intangible Assets Intangible assets are comprised primarily of customer relationships, trademarks and trade names, developed technology, patents, and other intellectual property acquired through business combinations. Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization periods of assets with finite lives are based on management’s estimates at the date of acquisition. The fair value of intangible assets is determined based on a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. We believe the assumptions are representative of those a market participant would use in estimating fair value. The fair values of the intangible assets were determined to be Level 3 under the fair value hierarchy. Level 3 inputs are unobservable inputs for an asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available thereby allowing for fair value estimates to be made in situations in which there is little, if any, market activity for an asset or liability at the measurement date. We consider the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting a useful life. Intangible assets with finite useful lives are amortized using an accelerated amortization method reflecting the pattern in which the asset will be consumed if that pattern can be reliably determined. If that pattern cannot be reliably determined, a straight-line amortization method is utilized. Intangible assets are evaluated periodically for impairment by taking into account events or changes in circumstances that may warrant revised estimates of useful lives or that indicate the carrying value of an asset group may not be recoverable. If this evaluation indicates that the value of the intangible asset may be impaired, an assessment is made of the recoverability of the net carrying value of the intangible asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable based on the estimated discounted future cash flows of the asset group over the estimated useful life, an impairment will be recorded to reduce the net carrying value of the related intangible asset to its fair value and may require an adjustment to the remaining amortization period. Impairment Long-lived assets that are held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the difference between the fair value of the asset and its carrying value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Inventories Inventories, which consist of farnesene-derived products, flavors and fragrances ingredients, and clean beauty products, are stated at the lower of actual cost or net realizable value and are categorized as finished goods, work in process, or raw material inventories. The Company evaluates the recoverability of its inventories based on assumptions about expected demand and net realizable value. If the Company determines that the cost of inventories exceeds their estimated net realizable value, the Company records a write-down equal to the difference between the cost of inventories and the estimated net realizable value. If actual net realizable values are less favorable than those projected by management, additional inventory write-downs may be required that could negatively impact the Company's operating results. If actual net realizable values are more favorable, the Company may have favorable operating results when products that have been previously written down are sold in the normal course of business. The Company also evaluates the terms of its agreements with its suppliers and establishes accruals for estimated losses on adverse purchase commitments as necessary, applying the same lower of cost or net realizable value approach that is used to value inventory. Cost for farnesene-derived products and flavors and fragrances ingredients are computed on a weighted-average basis. Cost for clean beauty products are computed on a standard cost basis. Leases The Company has operating leases primarily for administrative offices, retail space, laboratory equipment, other facilities, and certain third-party manufacturing agreements deemed to contain an embedded lease. The operating leases have remaining terms that range from one year to 18 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 to five 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 consolidated balance sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make operating lease payments is included in "Lease liabilities" and "Lease liabilities, net of current portion" on the Company's consolidated balance sheets. The Company has entered into financing leases primarily for laboratory and computer equipment. Assets purchased under financing leases are included in "Right-of-use assets under financing leases, net" on the consolidated balance sheets. For financing leases, the associated assets are depreciated or amortized over the shorter of the relevant useful life of each asset or the lease term. Operating and Financing lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Because the rate implicit in the Company’s lease agreements is typically not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for real estate and marketing that may contain lease and non-lease components, which the Company has elected to treat as a single lease component. Property, Plant, and Equipment, Net Property, plant, and equipment are recorded at cost. Depreciation and amortization are computed straight-line based on the estimated useful lives of the related assets, ranging from three The Company expenses costs for maintenance and repairs and capitalizes major replacements, renewals, and improvements. For assets retired or otherwise disposed, both cost and accumulated depreciation are eliminated from the asset and accumulated depreciation accounts, and gains or losses related to the disposal are recorded in the statement of operations. Recoverable Taxes from Brazilian Government Entities Recoverable taxes from Brazilian government entities represent value-added taxes paid on purchases in Brazil, which are reclaimable from the Brazilian tax authorities, net of reserves for amounts estimated not to be recoverable. Noncontrolling Interest and Contingently Redeemable Noncontrolling interest Noncontrolling interests represent the portion of net income (loss), net assets, and comprehensive income (loss) that is not allocable to the Company, in situations where the Company consolidates its equity investment in a joint venture or as the primary beneficiary of a variable-interest entity (VIE) for which there are other owners. The amount of noncontrolling interest is comprised of the amount of such interests at the date of the Company's original acquisition of an equity interest or involvement in a joint venture, plus the other shareholders' share of changes in equity since the date the Company made an investment in the joint venture. If a noncontrolling interest is contingently redeemable under circumstances that are not solely within the control of the Company, the contingently redeemable noncontrolling interest is presented in the balance sheet and statement of stockholders’ equity (deficit) and mezzanine equity outside of permanent equity. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company places its cash equivalents and investments with high credit quality financial institutions and limits the amount of credit exposure with any one financial institution. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash and cash equivalents and short-term investments. The Company performs ongoing credit evaluation of its customers, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary. Customers representing 10% or greater of revenue were as follows: Years Ended December 31, Year First Customer 2022 2021 2020 DSM (related party) 2017 20% 51% 30% Sephora 2017 13% ** ** Firmenich 2014 ** ** 10% ______________ ** Less than 10% Revenue Recognition The Company recognizes revenue from the sale of renewable products, licenses and royalties from intellectual property, and grants and collaborative research and development services. Revenue is measured based on the consideration specified in a contract with a customer and the transaction price is allocated utilizing the stand-alone selling price. Revenue is recognized when the Company satisfies a performance obligation by transferring control over a product or service to a customer. The Company generally does not incur costs to obtain new contracts. The costs to fulfill a contract are expensed as incurred. The Company accounts for a contract when it has approval and commitment to perform from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance, and collectability of the consideration is probable. Changes to contracts are assessed for whether they represent a modification or should be accounted for as a new contract. The Company considers the following indicators, among others, when determining if it is acting as a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified product or service, (ii) the Company has inventory risk before the specified product or service has been transferred to a customer or after transfer of control to the customer and, (iii) the Company has discretion in establishing the price for the specified product or service. If a transaction does not meet the Company's indicators of being a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis. The Company recognizes revenue when control of the product or service has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) the customer has legal title to the product, (ii) the Company has transferred physical possession of the product or service to the customer, (iii) the Company has a right to receive payment for the product or service, (iv) the customer absorbs the significant risks and rewards of ownership of the product and, (v) the customer has accepted the product. For most of the Company's renewable products customers, supply agreements between the Company and each customer indicate when transfer of title occurs. In some cases, the Company may make a payment to a customer. When that occurs, the Company evaluates whether the payment is for a distinct product or service from the customer. If the fair value of the product or service is greater than or equal to the amount paid to the customer, then the entire payment is treated as a purchase. If, on the other hand, the fair value of product or service is less than the amount paid, then the difference is treated as a reduction in transaction price of the Company's sales to the customer or a reduction of cumulative to-date revenue recognized from the customer in the period the payment is made or products or services are received from the customer. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. The Company's contracts may contain multiple performance obligations if a promise to transfer the individual product or service is separately identifiable from other promises in the contracts and, therefore, is considered distinct. For contracts with multiple performance obligations, the Company determines the standalone selling price of each performance obligation and allocates the total transaction price using the relative selling price basis. The following is a description of the principal products and services from which the Company generates revenue. Renewable Product Sales Revenues from renewable product sales are recognized as a distinct performance obligation on a gross basis as the Company is acting as a principal in these transactions, with the selling price to the customer recorded net of discounts and allowances. Revenues are recognized at a point in time when control has passed to the customer, which typically occurs when the renewable product leaves the Company’s facilities with the first transportation carrier. The Company, on occasion, may recognize revenue under a bill and hold arrangement, whereby the customer requests and agrees to purchase product but requests delivery at a later date. Under these arrangements, control transfers to the customer when the product is ready for delivery, which occurs when the product is identified separately as belonging to the customer, the product is ready for shipment to the customer in its current form, and the Company does not have the ability to direct the product to a different customer. It is at this point the Company has the right to receive payment, the customer obtains legal title, and the customer has the significant risks and rewards of ownership. The Company’s renewable product sales do not include rights of return, except for direct-to-consumer products, for which the Company estimates sales returns and reduces revenue accordingly. For renewable products other than direct-to-consumer, returns are accepted only if the product does not meet product specifications and such nonconformity is communicated to the Company within a set number of days of delivery. The Company offers a two-year assurance-type warranty to replace or reprocess its ingredient products that do not meet Company-established criteria as set forth in the Company’s trade terms. An estimate of the cost to replace or reprocess its ingredient products sold is made based on a historical rate of experience and recognized as a liability and related expense when the renewable product sale is consummated. Licenses and Royalties Licensing of Intellectual Property: When the Company’s intellectual property licenses are determined to be distinct from the other performance obligations identified in the arrangement, revenue is recognized from non-refundable, up-front fees allocated to the license at a point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For intellectual property licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable up-front-fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognized. Royalties from Licensing of Intellectual Property: The Company earns royalties from the licensing of its intellectual property whereby the licensee uses the intellectual property to produce and sell its products to its customers and the Company shares in the profits. When the Company’s intellectual property license is the only performance obligation, or it is the predominant performance obligation in arrangements with multiple performance obligations, the Company applies the sales-based royalty exception which requires the Company to estimate the revenue that is recognized at a point in time when the licensee’s product sales occur. Estimates of sales-based royalty revenues are made using the most likely outcome method, which is the single amount in a range of possible amounts, using the best evidence available at the time, derived from the licensee’s historical sales volumes and sales prices of its products and recent commodity market pricing data and trends. Estimates are adjusted to actual or as new information becomes available. When the Company’s intellectual property license is not the predominant performance obligation in arrangements with multiple performance obligations, the royalty represents variable consideration and is allocated to the transaction price of the predominant performance obligation, which generally is the supply of renewable products to the Company's customers. Revenue is estimated and recognized at a point in time when the renewable products are delivered to the customer. Estimates of the amount of variable consideration to include in the transaction price are made using the expected value method, which is the sum of probability-weighted amounts in a range of possible amounts determined based on the cost to produce the renewable product plus a reasonable margin for the profit share. The Company only includes an amount of variable consideration in the transaction price to the extent it is probable that a significant reversal in the cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Also, the transaction price is reduced for estimates of customer incentive payments payable by the Company for certain customer contracts. Collaborations, Grants, and Other Collaborative Research and Development Services: The Company earns revenues from collaboration agreements with customers to perform research and development services to develop new molecules using the Company’s technology and to scale production of the molecules for commercialization and use in the collaborator’s products. The collaboration agreements generally include providing the Company's collaboration partners with research and development services and with licenses to the Company’s intellectual property to use the technology underlying the development of the molecules and to sell its products that incorporate the technology. The terms of the Company's collaboration agreements typically include one or more of the following: (i) advance payments for the research and development services that will be performed, (ii) nonrefundable upfront license payments, (iii) milestone payments to be received upon the achievement of the milestone events defined in the agreements, (iv) milestone payments at fixed intervals based on the passage of time, (v) payments for inventory manufactured under supply agreements upon the commercialization of the molecules, and (vi) royalty payments upon the commercialization of the molecules in which the Company shares in the customer’s profits. Collaboration agreements are evaluated at inception to determine whether the intellectual property licenses represent distinct performance obligations separate from the research and development services. If the licenses are determined to be distinct, the non-refundable upfront license fee is recognized as revenue at a point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license while the research and development service fees are recognized over time as the performance obligations are satisfied. The research and development service fees represent variable consideration. Estimates of t |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 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 Year Provisions Write-offs, Net Balance at End of Year Allowance for doubtful accounts: Year Ended December 31, 2022 $ 945 $ 944 $ (894) $ 995 Year Ended December 31, 2021 $ 137 $ 808 $ — $ 945 Year Ended December 31, 2020 $ 45 $ 92 $ — $ 137 Inventories December 31, 2022 2021 Raw materials $ 43,043 $ 25,733 Work in process 8,028 6,941 Finished goods 60,809 42,396 Total inventories $ 111,880 $ 75,070 Prepaid expenses and other current assets December 31, 2022 2021 Prepayments, advances and deposits $ 18,849 $ 25,140 Non-inventory production supplies 8,138 3,956 Note receivable (1) 6,871 — Recoverable taxes from Brazilian government entities 870 1,188 Other 5,418 3,229 Total prepaid expenses and other current assets $ 40,146 $ 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 December 31, 2022 2021 Machinery and equipment $ 149,413 $ 51,855 Leasehold improvements 51,426 45,780 Building 29,389 — Computers and software 10,356 9,174 Furniture and office equipment, vehicles and land 3,979 3,688 Construction in progress 41,012 48,032 Total property, plant and equipment, gross 285,575 158,529 Less: accumulated depreciation and amortization (103,351) (85,694) Total property, plant and equipment, net $ 182,224 $ 72,835 During the years ended December 31, 2022, 2021 and 2020, depreciation and amortization expense, which includes amortization of financing lease assets, was as follows: Years Ended December 31, 2022 2021 2020 Depreciation and amortization $ 12,372 $ 8,745 $ 8,508 Goodwill Year ended December 31, 2022 2021 Beginning balance $ 131,259 $ — Acquisitions 22,231 133,025 Effect of currency translation adjustment (10,915) (1,766) Ending balance $ 142,575 $ 131,259 Intangible Assets During the year ended December 31, 2022, the Company purchased $14.6 million of intangible assets related to trademarks and trade names, customer relationships, developed technology, and patents as a result of the acquisitions completed during the year. December 31, 2022 December 31, 2021 Estimated Useful Life (in Years) Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Trademarks and trade names 10 $ 21,042 $ 1,948 $ 19,094 $ 11,484 $ 496 $ 10,988 Customer relationships 5 - 16 8,182 1,045 7,137 8,197 267 7,930 Developed technology 5 - 12 21,472 1,315 20,157 19,962 200 19,762 Patents 17 600 50 550 600 15 585 $ 51,296 $ 4,358 $ 46,938 $ 40,243 $ 978 $ 39,265 Amortization expense for intangible assets was $4.4 million and $1.0 million for the years ended December 31, 2022 and 2021 and is included in general and administrative expenses. Total future amortization estimated as of December 31, 2022 is as follows (in thousands): 2023 $ 5,260 2024 6,333 2025 6,464 2026 6,218 2027 5,346 Thereafter 17,317 Total future amortization $ 46,938 Leases Operating Leases The Company had $97.2 million and $32.4 million of ROU assets as of December 31, 2022 and 2021. Operating lease liabilities were $88.5 million and $27.5 million as of December 31, 2022 and 2021. For the years ended December 31, 2022 and 2021, the Company recorded $20.3 million and $8.1 million of expense in connection with operating leases, of which $1.3 million and $1.1 million were included in cost of products sold. In October 2021, the Company entered into a 10-year manufacturing partnership agreement with Renfield Manufacturing, LLC to provide manufacturing services and third-party logistics (“3PL”) processes, including inventory management, warehousing, and fulfillment for certain of the Company’s consumer product lines. Under the agreement, the Company will pay Renfield a series of fixed payments totaling $37.4 million over the 10-year period and variable payments for products manufactured and/or fulfilled by Renfield on a cost plus markup basis. The Company also provided a $0.5 million letter of credit and guarantee to the lessor of the Renfield manufacturing facility, which extends through August 2032. If Renfield fails to perform under the facility lease, the Company can terminate the manufacturing agreement. The Company evaluated the key terms and provisions of the agreement and concluded the fixed payments represented an embedded operating lease. As a result, the Company recorded a $20.1 million ROU asset that will be expensed to cost of goods sold over the 10-year manufacturing agreement, and a corresponding $12.0 million lease liability, which represents the present value of the fixed payments. Information related to the Company's ROU assets and related lease liabilities were as follows: 2022 2021 Cash paid for amounts included in the measurements of operating lease liabilities $15,042 $7,791 ROU assets obtained in exchange for new operating lease obligations $69,351 $17,184 Weighted-average remaining lease term in years 11.3 7.7 Weighted-average discount rate 22.4% 19.3% Financing Leases The Company has entered into financing leases primarily for laboratory and computer equipment. Assets purchased under financing leases are included in "Right-of-use assets under financing leases, net" on the consolidated balance sheets. For financing leases, the associated assets are depreciated or amortized over the shorter of the relevant useful life of each asset or the lease term. Accumulated amortization of assets under financing leases totaled $1.6 million and $6.8 million as of December 31, 2022 and 2021. Maturities of Financing and Operating Leases Maturities of lease liabilities as of December 31, 2022 were as follows: Years Ending December 31, Financing Leases Operating Leases Total Lease Obligations 2023 $ 22 $ 14,705 $ 14,727 2024 21 23,767 23,788 2025 21 24,120 24,141 2026 16 23,466 23,482 2027 — 23,849 23,849 Thereafter — 214,056 214,056 Total future minimum payments 80 323,963 324,043 Less: amount representing interest (19) (235,513) (235,532) Present value of minimum lease payments 61 88,450 88,511 Less: current portion (13) (2,255) (2,268) Long-term portion $ 48 $ 86,195 $ 86,243 Other assets December 31, 2022 2021 Investments in equity securities $ 7,892 $ — Equity-method investments in affiliates 3,000 9,443 Notes receivable, net of current portion 671 — Deposits 530 129 Other 1,811 994 Total other assets $ 13,904 $ 10,566 When the Company acquires a noncontrolling interest in an entity (investee) where the Company is not the primary beneficiary, does not control any of the ongoing activities of the entity, and the investment does not meet consolidation requirements of U.S. GAAP, the investment is initially recognized as an equity-method investment at cost. If the investee subsequently reports losses, the Company records its proportional share of such losses as a reduction to the amount invested. If the Company’s cumulative share of the investee’s losses equals or exceeds the Company’s investment in the investee, the Company writes down its investment balance to no lower than zero, as the Company is not liable to fund the investee’s future losses. During the year ended December 31, 2022, the Company incurred losses on two of its equity-method investments that resulted in a $6.4 million decrease in the carrying value of the investments. No new equity-method investments in affiliates were recorded during the year ended December 31, 2022. Accrued and other current liabilities December 31, 2022 2021 Payroll and related expenses $ 18,795 $ 9,151 Accrued interest 14,639 9,572 Liability in connection with acquisition of equity-method investment 11,275 8,735 Deferred consideration payable 7,883 30,000 Professional services 4,826 2,447 Asset retirement obligation (1) 3,763 3,336 Contract termination fees 1,369 1,345 License fee payable 1,050 1,050 Tax-related liabilities 829 988 Other 9,136 4,833 Total accrued and other current liabilities $ 73,565 $ 71,457 ______________ (1) 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. Other noncurrent liabilities December 31, 2022 2021 Liability for deferred tax liabilities $ 1,734 $ 4,296 Contract liabilities, net of current portion — 111 Other 5,319 103 Total other noncurrent liabilities $ 7,053 $ 4,510 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Liabilities Measured and Recorded at Fair Value As of December 31, 2022 and 2021, the Company’s financial liabilities measured and recorded at fair value were classified within the fair value hierarchy as follows: December 31, 2022 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Foris Convertible Note $ — $ — $ 54,026 $ 54,026 $ — $ — $ 107,427 $ 107,427 Freestanding derivative instruments issued in connection with debt and equity instruments — — — — — — 7,062 7,062 Embedded derivatives bifurcated from debt instruments — — 5,403 5,403 — — — — Acquisition-related contingent consideration — — 37,574 37,574 — — 64,762 64,762 Total liabilities measured and recorded at fair value $ — $ — $ 97,003 $ 97,003 $ — $ — $ 179,251 $ 179,251 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. Market risk associated with embedded derivative liabilities relates to the potential reduction in fair value and negative impact to future earnings from a decrease in interest rates. Changes in fair value of derivative liabilities are presented as gains or losses in the consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of derivative instruments". Changes in the fair value of debt instruments that are accounted for at fair value are presented as gains or losses in the consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of debt". Fair Value of Debt — Foris Convertible Note On June 1, 2020, the Company and Foris Ventures, LLC (Foris), an entity that beneficially owns greater than 5% of the Company’s outstanding common stock and that is affiliated with Director John Doerr, entered into an amendment to the Foris agreement in which Foris has the option to convert all or a portion of the secured indebtedness, including accrued interest, into shares of Common Stock at a $3.00 conversion price. The Company accounted for the new debt issuance under the fair value option, resulting in a $22.0 million loss upon extinguishment. Changes in fair value will be reported in the consolidated statements of operations as "Gain (loss) from change in fair value of debt". At December 31, 2022, the principal of the Foris Convertible Note was $50.0 million and fair value was $54.0 million. The Company measured the fair value of the Foris Convertible Note using a binomial lattice model using the following inputs: (i) $1.53 stock price, (ii) 32% secured discount yield, (iii) 4.80% risk free interest rate, (iv) 45% equity volatility, and (v) 0% probability of change in control. The Company assumed that if a change of control event were to occur, it would occur at the end of the calendar year. For the years ended December 31, 2022 and 2021, the Company recorded a gain of $53.4 million and $15.7 million, respectively. Binomial Lattice Model The Company uses the binomial lattice model to measure the fair value of the Foris Convertible Note and the fair value of embedded features in the DSM Note. For each reporting period, 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; and • Remeasures the fair value of the derivative liability associated with embedded features in the DSM Note and records the change as a gain or loss from change in fair value of derivative instruments in the statement of operations. Derivative Liabilities Recognized in Connection with the Issuance of Debt and Equity Instruments The following table provides a reconciliation of the beginning and ending balances for the Company's derivative liabilities recognized in connection with the issuance of debt instruments, either freestanding or embedded, measured at fair value using significant unobservable inputs (Level 3): (In thousands) Derivative Liability Balance at December 31, 2021 $ 7,062 Issuance of new derivative instruments 5,403 Change in fair value of derivative instruments (3,905) Derecognition on settlement or extinguishment (3,157) Balance at December 31, 2022 $ 5,403 Freestanding Derivative Instruments The liabilities associated with the Company’s freestanding derivatives during 2022 and 2021 represent the fair value of freestanding liability-classified warrants. There is no current observable market for these types of derivatives and, as such, the Company determined the fair value of these instruments using the Black-Scholes-Merton option pricing model. During 2020, the Company entered into forbearance agreements with certain affiliates of the Schottenfeld Group LLC (Schottenfeld) related to certain defaults under the Schottenfeld Notes. The Company committed to issuing new warrants to Schottenfeld under certain contingent events for 1.9 million shares of common stock at a $2.87 purchase price and a two-year term. The contingent obligation to issue the warrants was accounted for as a derivative liability. In December 2022, Schottenfeld and the Company entered into an exchange agreement under which the Company issued the warrants, Schottenfeld exercised them, and the Company issued 1,253,451 common shares in a cashless net shares transaction. The exchange resulted in a $0.1 million gain from change in fair value of derivative instruments and the derecognition of $3.2 million of derivative liability upon extinguishment. For the year ended December 31, 2022, the Company recorded a $3.9 million gain from change in fair value of derivative instruments in connection with the Schottenfeld derivative liability. The Company determine the fair value of its liability classified warrants using the following input assumptions: Year ended December 31, 2022 2021 Fair value of common stock on valuation date $1.70 – $4.36 $5.41 – $19.10 Exercise price of warrants $2.87 – $2.87 $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 2.00 – 2.00 2.00 – 2.00 Dividend yield 0% 0% Bifurcated Embedded Features in Debt Instruments During 2022, the Company issued a $100 million promissory note to DSM (DSM Note). The note provides that for $50M of the DSM Note's principal, on the date the Company receives any earn-out payment from DSM, Amyris must prepay debt principal in the same amount, plus accrued and unpaid interest. This prepayment feature is considered an embedded feature in the DSM Note to be bifurcated from and separately accounted for as a derivative liability, with an offset to debt discount on the DSM Note. At December 31, 2022, the Company measured the fair value of the embedded feature at $5.4 million using a secured discount yield of 32%. At December 31, 2021, no embedded derivative liability was outstanding. Acquisition-related Contingent Consideration The fair value of acquisition related contingent consideration ("Earnout Payments") was determined at acquisition using a Monte Carlo simulation to estimate the probability of the acquired business units achieving the relevant financial and operational milestones. The model results reflect the time value of money, non-performance risk within the required time frame and the risk due to uncertainty in the estimated cash flows. Key inputs to the Monte Carlo simulation for the Costa Brazil acquisition were: Revenue Risk Adjustment of 27%, Annual Revenue Volatility of 68%, EBITDA Risk Adjustment of 32%, and Annual EBITDA Volatility of 85%. Key inputs to the Monte Carlo simulations for the Olika, MG Empower, and Beauty Labs acquisitions were: Revenue Risk Adjustment of 1.5% to 2.3% and Annual Revenue Volatility of 12.5% to 15%. A significant change in an acquired business unit’s financial performance and the timing of such changes could materially change the fair value of contingent consideration. Contingent consideration is recorded in other liabilities in the accompanying consolidated balance sheets. The fair value of contingent consideration is classified as Level 3. The change in fair value totaled $24.9 million in 2022 and was recognized in Change in fair value of acquisition-related contingent consideration. The change in the fair value of contingent consideration reflects the changes in the business’s expected performance over the remaining earnout period and the Company’s estimate of the likelihood of achieving the applicable operational milestones. The following table provides a reconciliation of the beginning and ending balances for the Company's acquisition-related contingent consideration: (In thousands) Acquisition-related Contingent Consideration Balance at December 31, 2021 $ 64,762 Additions 440 Purchase accounting adjustment (2,754) Change in fair value of acquisition-related contingent consideration (24,874) Balance at December 31, 2022 $ 37,574 Less: current portion (1) $ (3,019) Acquisition-related contingent consideration, net of current portion $ 34,555 ______________ (1) Current portion is included within Accrued and other current liabilities on the Consolidated Balance Sheets. Assets and Liabilities Recorded at Carrying Value The carrying amounts of certain financial instruments, such as cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities and low market interest rates. Loans payable and credit facilities are recorded at carrying value, which is representative of fair value at the date of acquisition. The Company estimates the fair value of these instruments using observable market-based inputs (Level 2). The carrying amount of the Company's debt at December 31, 2022 and at December 31, 2021, excluding the debt instruments recorded at fair value, was $839.0 million and $310.0 million. The fair value of such debt at December 31, 2022 and at December 31, 2021 was $331.6 million and $328.0 million, 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. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2022 2021 (In thousands) Principal Unaccreted Debt Discount Fair Value Adjustment Net Principal Unaccreted Debt Discount Fair Value Adjustment Net Convertible notes payable 2026 convertible senior notes $ 690,000 $ (15,109) $ — $ 674,891 $ 690,000 $ (380,939) $ — $ 309,061 Related party convertible notes payable Foris convertible note 50,041 — 3,985 54,026 50,041 — 57,386 107,427 Loans payable and credit facilities Other loans payable (revolving) 1,917 — — 1,917 896 — — 896 Related party loans payable DSM note 100,000 (14,108) — 85,892 — — — — Foris senior note 81,089 (4,772) — 76,317 — — — — Subtotal related party loans payable 181,089 (18,880) — 162,209 — — — — Total debt $ 923,047 $ (33,989) $ 3,985 893,043 $ 740,937 $ (380,939) $ 57,386 417,384 Less: current portion (120,802) (108,323) Long-term debt, net of current portion $ 772,241 $ 309,061 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 entered into an agreement to extend the maturity of the convertible note from July 1, 2022 to July 1, 2023. The amendment was accounted for as a debt modification and the note is classified as noncurrent. Issuance of Foris Senior Note In September 2022, the Company issued an $80.0 million secured term note to Foris. The 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 qualified for equity accounting treatment with a fair value at issuance of $5.8 million, which was recorded as debt discount. The debt discount also includes debt issuance costs that are being accreted over the term of the note. Issuance of DSM Term Loan On October 11, 2022, Amyris entered into a secured term loan facility with DSM Finance for $100.0 million to be used for general corporate purposes, consisting of three tranches: a $50.0 million tranche drawn on October 11, 2022 ("Tranche 1"), a $25.0 million tranche drawn on November 7, 2022 ("Tranche 2"), and a $25.0 million tranche drawn on December 12 and 13, 2022 ("Tranche 3"). The obligations under the DSM Term Loan are guaranteed by certain Amyris subsidiaries, and secured by a perfected security interest in certain payment obligations due to Amyris from DSM. The term loan will amortize as follows: (a) $25 million on the earlier of June 30, 2023 or the consummation of the Company's sale, assignment, or licensing certain of its cosmetic ingredients businesses to Givaudan (see Note 16, Subsequent Events); (b) $25 million on October 11, 2023, (c) $25 million on October 11, 2024, and (d) $25 million 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. Tranche 1, Tranche 2 and Tranche 3 will accrue interest at a 9%, 9% and 12% annual interest rate, with quarterly interest payments due in cash. Amyris paid DSM Finance an upfront structuring fee of $5.1 million. In addition, the arrangement gives DSM a $4 million credit to be applied against R&D services that the Company will provide to DSM. Prepayment of the outstanding amounts under the secured term 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 certain events. The prepayment feature is considered an embedded derivative in the DSM Note to be bifurcated from and separately accounted for as a derivative liability, with an offset to debt discount on the DSM Note. The Company measured the fair value of the embedded feature at $5.4 million. 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. Future Minimum Payments Future minimum payments under the debt agreements as of December 31, 2022 are as follows: Years ending December 31 Convertible Notes Loans Payable and Credit Facilities Related Party Convertible Notes Related Party Loans Payable and Credit Facilities Total 2023 $ 10,350 $ 1,921 $ 62,622 $ 89,406 $ 164,299 2024 10,350 — — 85,449 95,799 2025 10,350 — — 27,406 37,756 2026 700,379 — — — 700,379 2027 — — — — — Thereafter — — — — — Total future minimum payments 731,429 1,921 62,622 202,261 998,233 Less: amount representing interest (1) (41,429) (4) (12,581) (15,173) (69,187) Less: future conversion of accrued interest to principal — — — (5,999) (5,999) Present value of minimum debt payments 690,000 1,917 50,041 181,089 923,047 Less: current portion of debt principal — (1,917) (50,041) (76,750) (128,708) Noncurrent portion of debt principal $ 690,000 $ — $ — $ 104,339 $ 794,339 ______________ (1) Excluding debt discount of $34.0 million that will be accreted to interest expense over the term of the debt. Letters of Credit The Company had $4.4 million of letters of credit outstanding at December 31, 2022 and 2021 related to certain leases. In connection with these letters of credit, the Company had $4.7 million of restricted cash at December 31, 2022 and 2021. |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity Gates Foundation Mezzanine equity at December 31, 2022 and 2021 is comprised of proceeds from common shares sold on May 10, 2016 to the Bill & Melinda Gates Foundation (the Gates Foundation). In 2016, the Company entered into an agreement with the Gates Foundation, where Amyris agreed to sell 292,398 shares of its common stock to the Gates Foundation in a private placement at a purchase price per share of $17.10, resulting in proceeds of $5.0 million. Also in 2016, the Company and the Gates Foundation entered into an agreement where the Company agreed to expend an amount not less than $5 million to develop and supply a yeast strain that produces artemisinic acid and/or amorphadiene at a low cost for inclusion in therapies used to treat malaria commencing in 2017. The Company and the Gates Foundation mutually agreed in 2022 that the Company met all commitments of the agreement. Ingredion Contingently Redeemable Noncontrolling Interest in Subsidiary On June 1, 2021, the Company entered into a Membership Interest Purchase Agreement (MIPA) with Ingredion Corporation (Ingredion) to purchase 31% of RealSweet LLC (RealSweet), a 100% owned Amyris, Inc. subsidiary. Total consideration was $28.5 million consisting of a $10 million cash payment, the exchange of a $4 million payable previously due to Ingredion, and $14.5 million of manufacturing intellectual property rights. The terms of the MIPA provide both parties with put/call rights under certain circumstances. The Company recorded the $28.5 million noncontrolling interest in RealSweet as Mezzanine equity - contingently redeemable noncontrolling interest, which represents the value of Ingredion’s 31% ownership interest in the net assets of the RealSweet subsidiary and recorded a $14.5 million decrease to additional paid in capital for the difference between the fair value of the consideration received and Ingredion's ownership interest claims against the net assets of the RealSweet subsidiary. Under the terms of the MIPA, Amyris, Inc. is funding the cash construction costs of the project, which are currently estimated to be $155 million. As of December 31, 2022, the Company has funded $126.0 million towards the project and has $8.1 million of contractual purchase commitments for construction related costs. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity (Deficit) | Stockholders’ Equity (Deficit) Registered Direct Offering and Private Placement On December 29, 2022, the Company entered into securities purchase agreements with certain accredited investors where the Company agreed to sell (i) an aggregate of 33,333,334 shares of the Company’s common stock, $0.0001 par value per share and (ii) warrants to purchase up to 25,000,000 shares of common stock for $50 million through a registered direct offering and concurrent private placement: • Registered Direct Offering: a securities purchase agreement where the Company agreed to sell (i) 20,000,000 shares of common stock and (ii) warrants to purchase up to 15,000,000 shares of common stock. The common stock was sold together with the warrants to purchase 0.75 of a share of common stock for $1.50 per unit. The warrants are exercisable at $1.80 per share for five years. • Private Placement: a securities purchase agreement with Foris, where the Company agreed to sell to Foris, in a private placement (i) 13,333,334 shares of common stock, and (ii) warrants to purchase up to 10,000,000 shares of common stock. The shares were sold together with the warrants to purchase 0.75 of a share of common stock for $1.50 per unit. The warrants are exercisable at $1.80 per share for five years. Foris beneficially owns more than 5% of the Company’s outstanding common stock and is affiliated with individuals serving on the Company’s board of directors. Net proceeds to the Company from the Offering were $47.7 million after expenses upon closing on December 30, 2022. Increase in Authorized Common Stock On May 27, 2022, through a proxy vote at the Company’s Annual Stockholder meeting, the Company’s stockholders approved an increase in the Company’s authorized common stock shares from 450 million to 550 million. Shares Issuable under Convertible Notes In connection with various debt transactions, the Company issued notes that are convertible into shares of common stock as follows as of December 31, 2022, at the election of each debtholder: Debt Instrument When Convertible Number of Shares Instrument Is Convertible into as of December 31, 2022 2026 convertible senior notes At any time from January 1, 2023 until November 15, 2026 86,683,389 Foris convertible note At any time until July 1, 2023 20,370,947 107,054,336 Warrants The Company issues warrants in certain debt and equity transactions in order to facilitate raising equity capital or reduce borrowing costs. The Company has issued warrants exercisable for shares of common stock. The following table summarizes warrant activity for the year ended December 31, 2022: Transaction Year Issued Expiration Date Number Outstanding as of December 31, 2021 Additional Warrants Issued Exercises Expired Weighted-average Exercise Price per Share of Warrants Exercised 1 Number Outstanding as of December 31, 2022 Exercise Price per Share as of December 31, 2022 2022 registered direct offering warrants 2022 December 30, 2027 — 15,000,000 — — n/a 15,000,000 $ 1.80 2022 PIPE warrants 2022 December 30, 2027 — 10,000,000 — — n/a 10,000,000 $ 1.80 Schottenfeld warrants 2022 December 21, 2024 — 1,253,451 (1,253,451) — $ 2.87 — $ — Foris senior note warrants 2022 September 13, 2025 — 2,046,036 — — n/a 2,046,036 $ 3.91 Blackwell / Silverback warrants 2020 July 10, 2023 1,000,000 — — — n/a 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) n/a — $ — July 2015 related party debt exchange 2015 July 29, 2025 58,690 — — — n/a 58,690 $ 0.15 3,999,855 28,299,487 (3,549,786) (56,910) $ 2.87 28,692,646 __________________ 1 "n/a" indicates not applicable, as there were no exercises. Warrant Exercises During the year ended December 31, 2022, upon the cash and cashless exercises of warrants to issue 3,549,786 shares of common stock, the Company issued 3,549,786 shares of its common stock at a weighted-average exercise price of $2.87 per share, and received cash proceeds of $6.6 million. Right of First Investment to Certain Investors In connection with investments in the Company, certain investors, including Vivo and DSM, have been granted a right of first investment if the Company proposes to sell securities in certain financing transactions. With these rights, such investors may subscribe for a portion of any such new financing and require the Company to comply with certain notice periods, which could discourage other investors from participating in, or cause delays in its ability to close, such a financing. |
Consolidated Variable-interest
Consolidated Variable-interest Entities and Unconsolidated Investments | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Consolidated Variable-interest Entities and Unconsolidated Investments | Consolidated Variable-interest Entities and Unconsolidated Investments Consolidated Variable-interest Entities Aprinnova, LLC (Aprinnova JV) In December 2016, the Company, Nikko Chemicals Co., Ltd., and Nippon Surfactant Industries Co., Ltd., (collectively, Nikko) entered into a joint venture where the Company contributed certain intellectual property and other commercial assets relating to its business-to-business cosmetic ingredients business, as well as its Leland production facility for a 50% ownership share in the business. The Company also agreed to provide exclusive royalty-free licenses to certain of the Company's intellectual property. Nikko purchased their 50% interest in exchange for $10.0 million and the profits, if any, distributed to Nikko in cash as members of the joint venture during the three-year period from 2017 to 2019, up to a maximum of $10.0 million. Amyris accounts for the Apprinova JV on a consolidation basis, as it is considered a variable-interest entity. The following presents the carrying amounts of the Aprinnova JV’s assets and liabilities included in the accompanying consolidated balance sheets. December 31, 2022 2021 Assets $ 30,373 $ 27,521 Liabilities $ 1,857 $ 5,575 The Aprinnova JV's assets and liabilities are primarily comprised of cash, accounts receivable, inventory, property, plant and equipment, and accounts payable. The change in noncontrolling interest for the Aprinnova JV for the years ended December 31, 2022 and 2021 is as follows: Year Ended December 31, 2022 2021 Balance at beginning of year $ 6,265 $ 5,319 Income attributable to noncontrolling interest 4,891 5,649 Distribution to noncontrolling interest — (4,703) Balance at end of year $ 11,156 $ 6,265 On December 15, 2022, Nikko and Nippon Surfactant Industries, Co., Ltd. (“Nissa”) entered into an agreement, where Amyris agreed to purchase 39 shares of Aprinnova from Nikko and 10 shares of Aprinnova from Nissa, which constitute 49% of Aprinnova, for $49 million, less applicable deductions and withholdings required by law. The agreement is subject to certain closing conditions, including the payment of the purchase price, $0.3 million related to an existing distribution agreement, $4.3 million related to distributable net cash flows of Apprinnova, and the receipt of required governmental authorizations, approvals, or permits. Upon closing of the transact ion, which is expected to occur in the first quarter of 2023, the Company will own 99% of Aprinnova. RealSweet LLC On June 1, 2021, the Company entered into a Membership Interest Purchase Agreement (MIPA) with Ingredion Corporation (Ingredion) to sell 31% of RealSweet LLC (RealSweet), a 100% owned Amyris, Inc. subsidiary, which entity owns a manufacturing facility in Brazil. Total consideration was $28.5 million, consisting of $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 MIPA provide both parties with put/call rights under certain circumstances. The Company recorded the $28.5 million noncontrolling interest in RealSweet as Mezzanine equity - contingently redeemable noncontrolling interest, which represents the value of Ingredion’s 31% ownership interest in the net assets of the RealSweet subsidiary and recorded a $14.5 million decrease to additional paid-in capital for the difference between the fair value of the consideration received and Ingredion's ownership interest claims against the net assets of the RealSweet subsidiary. Under the terms of the MIPA, Amyris is funding the construction costs of the project, which are currently estimated to be $155 million. As of December 31, 2022, the Company has funded $126.0 million towards the project and has $8.1 million of contractual purchase commitments for construction related costs. The following presents the carrying amounts of the RealSweet JV’s assets and liabilities included in the accompanying consolidated balance sheets. December 31, (In thousands) 2022 2021 Assets $ 158,944 $ 58,340 Liabilities $ 36,927 $ 8,411 The RealSweet JV's assets and liabilities are primarily comprised of cash, property, plant and equipment, and accounts payable. The change in contingently redeemable noncontrolling interest for the RealSweet JV for the year ended December 31, 2022 and 2021 is as follows: Year Ended December 31, (In thousands) 2022 2021 Balance at beginning of year $ 28,520 $ — Loss attributable to noncontrolling interest (483) — Contribution by contingently redeemable noncontrolling interest — 28,520 Balance at end of year $ 28,037 $ 28,520 Clean Beauty Collaborative, Inc. In October 2020, the Company entered into an agreement with Rosie Huntington-Whiteley, (RHW), model turned businesswoman and founder of beauty knowledge and commerce destination, RoseInc.com, for the commercialization of clean sustainable cosmetics under the Amyris umbrella using the creative design capabilities of RHW. Clean Beauty Collaborative, Inc. (CBC) was formed and is accounted for on a consolidation basis, as it is considered a variable-interest entity. The commercial launch of the new product line to the general public occurred in August 2021. The following presents the carrying amounts of CBC assets and liabilities included in the accompanying consolidated balance sheets. December 31, (In thousands) 2022 2021 Assets $ 20,995 $ 10,817 Liabilities $ 9,765 $ 5,132 CBC assets and liabilities are primarily comprised of cash, accounts receivable, prepaid expenses, inventory and accounts payable. The change in noncontrolling interest for CBC for the years ended December 31, 2022 and 2021 is as follows: Year Ended December 31, 2022 2021 Balance at beginning of year $ (7,001) $ (538) Loss attributable to noncontrolling interest (17,068) (6,463) Balance at end of year $ (24,069) $ (7,001) Equity-method Investments Novvi LLC Novvi LLC (Novvi) is a U.S.-based joint venture among the Company, American Refining Group, Inc., Chevron U.S.A. Inc., and H&R Group US, Inc. Novvi's purpose is to develop, produce, and commercialize base oils, additives, and lubricants derived from Biofene for use in the automotive, commercial, and industrial lubricants markets. As of December 31, 2022, the Company held equity ownership of 16.1% in Novvi. The Company accounts for its investment in Novvi under the equity method of accounting. The Company's share of profits and losses and impairment charges on investments in affiliates are included in “Loss from investments in affiliates” in the consolidated statements of operations. The Company is not obligated to fund Novvi's potential future losses, so the Company will not record equity-method losses that would result in the investment in Novvi falling below zero. As of December 31, 2022 and December 31, 2021, the carrying amount of the Company's equity investment in Novvi was $0.0 million and $2.7 million. AMF Low Carbon LLC In December 2021, MF 92 Ventures LLC (Minerva), a Minerva Foods subsidiary, and Amyris entered into an agreement to establish AMF Low Carbon LLC (AMF Low Carbon). The purpose of AMF Low Carbon is to create, develop, market, and sell its products in the recombinant proteins segment, including individual animal proteins, vegetable proteins, and other similar inputs and products. The products will be produced through a fermentation or brewing process of sugars derived from sugarcane plants. AMF Low Carbon and Amyris also entered into a license agreement and a supply agreement. The Company contributed a perpetual, exclusive, worldwide, royalty-free, non-sublicensable license to certain intellectual property to develop Heparin and products that extend the shelf life of beef in exchange for its 40% interest in AMF Low Carbon. If and when product development is successful, Amyris will manufacture and sell the products to AMF Low Carbon in return for consideration on a cost-plus fixed margin basis. Minerva is obligated to fund $7.5 million in exchange for its 60% interest in AMF Low Carbon. The initial carrying value of the equity method investment in AMF Low Carbon is $5.0 million. Under the equity method, the Company records its share of AMF Low Carbon's profits or losses in “Loss from investments in affiliates” in the consolidated statements of operations. The Company recorded a loss from investments in affiliates of $2.0 million from inception through December 31, 2022. As of December 31, 2022 and 2021, the carrying amount of the Company's equity investment in AMF Low Carbon was $3.0 million. AccessBio LLC In December 2021, ImmunityBio, Inc. and Amyris entered into an agreement governing the operation and management of AccessBio LLC (AccessBio). The purpose of AccessBio is the clinical development, manufacture, and commercialization of therapeutic, prophylactic, or diagnostic agent, that contains or uses the RNA Vaccine Platform or any element of the RNA Vaccine for the prevention and/or treatment of COVID-19 infection. The Company contributed an intellectual property sublicense in certain intellectual property rights granted to Amyris under a world-wide, royalty-bearing, exclusive, sublicensable license in the Infectious Disease Research Institute (IDRI) technology and a rvRNA COVID-19 vaccine developed in connection with a collaboration and license agreement between the Company and IDRI. The sublicense contributed to AccessBio is a world-wide, royalty-bearing, exclusive license for the development and commercialization of the rvRNA COVID-19 vaccine. The Company received 50% equity interest in AccessBio with a fair value of $9.0 million in exchange for the sublicense. In accordance with the agreement, Amyris contributed an additional $1.0 million cash after closing. The Company accounts for its investment in AccessBio using the equity method. Under the equity method, the Company records its share of AccessBio's profits or losses for each accounting period in “Loss from investments in affiliates” in the consolidated statements of operations. The Company recorded a loss on equity method investment of $4.7 million and $5.3 million for the periods ended December 31, 2022 and December 31, 2021. As of December 31, 2022 and December 31, 2021, the carrying amount of the Company's equity investment in AccessBio was $0.0 million and $3.7 million. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic net loss per share of common stock is computed by dividing the Company’s net loss attributable to Amyris, Inc. common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is computed by giving effect to all potentially dilutive securities, including stock options, restricted stock units, convertible preferred stock, convertible promissory notes, common stock warrants, and contingently issuable common stock, using the treasury stock method or the as-converted method, as applicable. The Company’s convertible preferred stock are participating securities as they contractually entitle the holders of such shares to participate in dividends and contractually require the holders of such shares to participate in the Company’s losses. The following table presents the calculation of basic and diluted net loss per share of common stock attributable to Amyris, Inc. common stockholders: Years Ended December 31, 2022 2021 2020 Numerator: Net loss attributable to Amyris, Inc. $ (528,510) $ (270,969) $ (331,039) Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock — — (67,151) Add: loss allocated to participating securities — 507 15,879 Net loss attributable to Amyris, Inc. common stockholders, basic (528,510) (270,462) (382,311) Adjustment to loss allocated to participating securities — (507) — Interest on convertible debt 2,750 — — Gain from change in fair value of debt (45,254) — — Gain from change in fair value of derivative instruments (3,883) (14,279) — Net loss attributable to Amyris, Inc. common stockholders, diluted $ (574,897) $ (285,248) $ (382,311) Denominator: Weighted-average shares of common stock outstanding used in computing loss per share of common stock, basic 320,752,600 292,343,431 203,598,673 Basic loss per share $ (1.65) $ (0.93) $ (1.88) Weighted-average shares of common stock outstanding 320,752,600 292,343,431 203,598,673 Effect of dilutive convertible debt 18,404,839 — — Effect of dilutive common stock warrants 176,555 324,200 — Weighted-average common stock equivalents used in computing loss per share of common stock, diluted 339,333,994 292,667,631 203,598,673 Diluted loss per share $ (1.69) $ (0.97) $ (1.88) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive: Years Ended December 31, 2022 2021 2020 Common stock warrants and warrant exercise rights 28,633,956 5,741,297 38,248,741 Convertible promissory notes (1) 86,683,389 86,683,389 22,061,759 Stock options to purchase common stock 4,504,430 3,087,225 6,502,096 Restricted stock units 16,897,826 13,731,320 7,043,909 Contingently issuable common shares 1,187,508 5,383,580 — Preferred shares on an as-converted basis — — 1,943,661 Total potentially dilutive securities excluded from computation of diluted loss per share 137,907,109 114,626,811 75,800,166 ______________ (1) The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect as of the respective period end dates. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price under certain circumstances, which could potentially increase the dilutive shares outstanding. Another portion of the convertible promissory notes issued carries a provision for an increase in the conversion rate under certain circumstances, which could also potentially increase the dilutive shares outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 and had no liabilities recorded for these agreements as of December 31, 2022 and 2021. The Foris Convertible Note is collateralized by first-priority liens on substantially all of the Company's assets, including Company intellectual property, other than certain Company intellectual property licensed to DSM, the Company's international subsidiaries, and the Company’s ownership interests in joint ventures. Certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the Foris Convertible Note. The obligations under the DSM Term Loan are guaranteed by certain Amyris subsidiaries, and secured by a perfected security interest in certain payment obligations due to Amyris from DSM Nutritional Products Ltd. 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 December 31, 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 in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. On April 3, 2019, a securities class action complaint was filed against the Company and our CEO, John G. Melo, and former CFO, Kathleen Valiasek, in the U.S. District Court for the Northern District of California, alleging securities law violations based on statements and omissions made by the Company in 2018-2019. On February 4, 2022, the parties reached a tentative settlement of the securities class action in the amount of $13,500,000 to be paid from the Company's insurer. On November 8, 2022, the settlement agreement was fully approved by the court. 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. An additional shareholder derivative complaint (Kimbrough v. Melo, et al.), substantially identical to the Bonner complaint, was filed on December 18, 2020 in the U.S. District Court for the Northern District of California. By agreement, the Kimbrough and Bonner complaints were consolidated for all purposes on April 9, 2021. On June 20, 2022, the Court granted the Company's motion to dismiss Bonner's amended complaint without prejudice. Subsequently, Bonner informed the Court that it did not intend to file a second amended complaint. On August 18, 2022, the Court issued the judgment in favor of the Company and awarded the Company an immaterial amount in costs. On September 9, 2022, Bonner filed a notice of appeal of the Court's decision. 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 (RCLA), and, on September 10, 2020, Lavvan filed a suit against the Company in the U.S. District Court for the Southern District of New York (SDNY). The evidentiary hearing took place in arbitration from October 24 through 28, 2022. Both the arbitration and SDNY proceedings are currently pending, and it is not yet possible to reliably determine any potential liability that could result therefrom. The Company believes Lavvan’s claims lack merit and intends to continue to defend itself vigorously. On February 22, 2023, Disruptional Ltd. and &Vest Beauty Labs LP, sellers of Beauty Labs International Ltd., a business acquired by the Company on August 31, 2021, filed a complaint against the Company in New York State court, alleging, among other things, a breach of contract related to earnout payments. The Company believes the Sellers’ claims lack merit and intends to defend 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 are not predictable with reasonable assurance and therefore an estimate of all the reasonably possible losses cannot be determined at this time. Therefore, if one or more of these legal disputes or claims resulted in settlements or legal proceedings that were resolved against the Company for amounts in excess of management’s expectations, the Company’s consolidated financial statements for the relevant reporting period could be materially adversely affected. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table presents revenue by primary geographical market, based on the location of the customer, as well as by major product and service: Years Ended December 31, 2022 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Europe $ 20,340 $ 15,329 $ 7,666 $ 43,335 $ 14,323 $ 149,800 $ 10,770 $ 174,893 $ 17,156 $ 50,991 $ 8,765 $ 76,912 North America 174,936 17,105 5,915 197,956 115,493 24,012 1,684 141,189 68,675 — 526 69,201 Asia 18,090 — 1,481 19,571 16,362 — 5,848 22,210 13,720 — 8,517 22,237 South America 5,589 — 28 5,617 1,907 — — 1,907 4,105 — — 4,105 Other 3,368 — — 3,368 1,618 — — 1,618 682 — — 682 $ 222,323 $ 32,434 $ 15,090 $ 269,847 $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 The following table presents revenue by management revenue classification and by major product and service: Years Ended December 31, 2022 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Consumer $ 171,484 $ 431 $ 5,003 $ 176,918 $ 91,041 $ 13 $ 934 $ 91,988 $ 51,627 $ — $ — $ 51,627 Technology access 50,839 32,003 10,087 92,929 58,662 173,799 17,368 249,829 52,711 50,991 17,808 121,510 $ 222,323 $ 32,434 $ 15,090 $ 269,847 $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 Significant Revenue Agreements DSM Revenue Agreements DSM Ingredients Collaboration The Company provides DSM with research and development services for specific field of use ingredients. Revenue is recognized based on an input measure of progress as labor hours are expended each quarter. DSM funded the development work with payments of $2.0 million quarterly from October 1, 2020 to September 30, 2021 for services focused on achieving a certain fermentation yield and cost target over the twelve-month period. During the years ended December 31, 2022 and 2021, the Company recognized $4.0 million and $6.0 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 where 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 recognized $143.6 million of license and royalty revenue during the year ended December 31, 2021. The Company is recognizing 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 year ended December 31, 2022, the Company recognized $31.8 million of license and royalty revenue. PureCircle License and Supply Agreement On June 1, 2021, the Company and PureCircle Limited (PureCircle), a subsidiary of Ingredion Incorporated, entered into an intellectual property license agreement under which the Company (i) granted certain intellectual property licenses to PureCircle to make, have made, commercialize, and advance the development of sustainably sourced, zero-calorie, nature-based sweeteners and potentially other types of fermentation-based ingredients, as the exclusive global business-to-business commercialization partner for the Company’s sugar reduction technology that includes fermented RebM, (ii) entered into a product supply and profit sharing agreement to provide manufacturing services and products to PureCircle, and (iii) assigned and transferred certain customer contracts to PureCircle related to the sale and distribution of RebM. Ingredion purchased 31% of the membership interests in Amyris RealSweet LLC (RealSweet), a 100% owned subsidiary of the Company, which entity owns the new manufacturing facility in Brazil. Ingredion’s purchase of the contingently redeemable noncontrolling interest in RealSweet was deemed to be an equity transaction. Under the PureCircle license agreement, the Company will continue to own and market its Purecane® consumer brand offering of tabletop and culinary sweetener products to consumers. As consideration for the license and product supply agreements, the Company received a $10 million license fee at closing and may receive additional payments of up to $35 million upon achievement of certain milestones related to RebM sales and manufacturing cost targets. Additionally, under the product supply and profit sharing agreement, the Company will earn revenues from product sales to PureCircle and a profit share from future product sales, including RebM, by PureCircle. In connection with the arrangement, the Company recognized license revenue of $10 million during the year ended December 31, 2021. Revenue in connection with Significant Revenue Agreements In connection with the significant revenue agreements discussed above and others previously disclosed, the Company recognized revenue for the years ended December 31, 2022 and 2021 in connection with significant revenue agreements and from all other customers as follows: Years Ended December 31, 2022 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL DSM (related party) $ 18,172 $ 31,781 $ 3,994 $ 53,947 $ 19,162 $ 149,612 $ 6,000 $ 174,774 $ 946 $ 43,750 $ 7,018 $ 51,714 Sephora 35,159 — — 35,159 27,640 — — 27,640 13,802 — — 13,802 PureCircle 3,884 158 — 4,042 2,915 10,000 — 12,915 — — — — AccessBio — — — — — 9,000 — 9,000 — — — — Yifan — — 1,481 1,481 — — 5,848 5,848 — — 8,468 8,468 AMF Low Carbon — — — — — 5,000 — 5,000 — — — — Firmenich — 64 3,417 3,481 671 188 3,528 4,387 9,967 7,241 594 17,802 Givaudan 10 — — 10 210 — — 210 10,081 — — 10,081 DARPA — — — — — — — — — — 526 526 Lavvan — — — — — — — — — — — — Subtotal revenue from significant revenue agreements 57,225 32,003 8,892 98,120 50,598 173,800 15,376 239,774 34,796 50,991 16,606 102,393 Revenue from all other customers 165,098 431 6,198 171,727 99,105 12 2,926 102,043 69,542 — 1,202 70,744 Total revenue from all customers $ 222,323 $ 32,434 $ 15,090 $ 269,847 $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 Contract Assets and Liabilities When a contract results in revenue being recognized in excess of the amount the Company has invoiced or has the right to invoice to the customer, a contract asset is recognized. Contract assets are transferred to accounts receivable, net when the rights to the consideration become unconditional. Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services such that control has not passed to the customer. Trade receivables related to revenue from contracts with customers are included in accounts receivable on the consolidated balance sheets, net of the allowance for doubtful accounts. Trade receivables are recorded at the point of renewable product sale or in accordance with the contractual payment terms for licenses and royalties, and grants and collaborative research and development services for the amount payable by the customer to the Company for sale of goods or the performance of services, and for which the Company has the unconditional right to receive payment. Contract Balances The following table provides information about accounts receivable and contract liabilities from contracts with customers: December 31, 2022 2021 Accounts receivable, net $ 45,775 $ 37,074 Accounts receivable - related party, net $ 6,608 $ 5,667 Contract assets $ 806 $ 4,227 Contract assets - related party $ 36,638 $ — Contract liabilities $ 26 $ 2,530 Contract liabilities, noncurrent (1) $ — $ 111 ______________ (1) The balances in contract liabilities, noncurrent are included in other noncurrent liabilities on the consolidated balance sheets. Contract liabilities, current decreased by $2.5 million at December 31, 2022 as the result of satisfying certain performance obligations under collaboration agreements during the year ended December 31, 2022. Remaining Performance Obligations As of December 31, 2022, there were no unsatisfied performance obligations in connection with existing customer agreements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Debt Related party debt was as follows: 2022 2021 (In thousands) Principal Unaccreted Debt Discount Fair Value Adjustment Net Principal Unaccreted Debt Discount Fair Value Adjustment Net DSM notes $ 100,000 $ (14,108) $ — $ 85,892 $ — $ — $ — $ — Foris Foris convertible note 50,041 — 3,985 54,026 50,041 — 57,386 107,427 Foris senior note 81,089 (4,772) — 76,317 — — — — 131,130 (4,772) 3,985 130,343 50,041 — 57,386 107,427 $ 231,130 $ (18,880) $ 3,985 $ 216,235 $ 50,041 $ — $ 57,386 $ 107,427 Related Party Equity In September 2022, the Company issued an $80 million secured term note to Foris. As part of the arrangement, the Company issued warrants to purchase common stock. In December 2022, the Company entered into a securities purchase agreement with Foris that resulted in the sale of shares of common stock and warrants to purchase common stock. Related Party Revenue The Company recognized revenue from related parties and from all other customers as follows: Years Ended December 31, 2022 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total DSM $ 18,172 $ 31,781 $ 3,994 $ 53,947 $ 19,162 $ 149,612 $ 6,000 $ 174,774 $ 946 $ 43,750 $ 7,018 $ 51,714 Daling (affiliate of a Board member) — — — — — — — — 40 — — 40 Subtotal revenue from related parties 18,172 31,781 3,994 53,947 19,162 149,612 6,000 174,774 986 43,750 7,018 51,754 Revenue from all other customers 204,151 653 11,096 215,900 130,541 24,200 12,302 167,043 103,352 7,241 10,790 121,383 Total revenue from all customers $ 222,323 $ 32,434 $ 15,090 $ 269,847 $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 Related Party Accounts Receivable Related party accounts receivable was as follows: December 31, 2022 2021 DSM $ 6,608 $ 5,667 Related Party Accounts Payable and Accrued Liabilities Amounts due to DSM on the consolidated balance sheets include Accounts payable and accrued and other current liabilities of $3.5 million and $5.2 million at December 31, 2022 and December 31, 2021 Related Party DSM Transactions The Company is party to the following significant agreements (and related amendments) with DSM: Related to Agreement For Additional Information, See the Note Indicated Debt DSM Credit Agreement 4. Debt Debt 2019 DSM Credit Agreement 4. Debt Revenue Farnesene Framework Agreement 10. Revenue Recognition Revenue DSM Collaboration Agreement 10. Revenue Recognition Revenue DSM Developer License 10. Revenue Recognition Revenue DSM License Agreement and Contract Assignment 10. Revenue Recognition Revenue DSM Performance Agreement 10. Revenue Recognition Revenue DSM Ingredients Collaboration Agreement 10. Revenue Recognition |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions The purchase accounting for the net assets acquired, including goodwill, and the fair value of contingent consideration for the following acquisitions, is preliminarily recorded based on available information, incorporates management's best estimates, and is subject to change as additional information is obtained about the facts and circumstances that existed at the valuation date. For acquisitions that occurred during 2022, the Company expects to finalize the fair values of the assets acquired and liabilities assumed during the one-year measurement period from the date of acquisition, if any new information is obtained about facts and circumstances that existed as of the acquisition date. The net assets acquired in each transaction are generally recorded at their estimated acquisition-date fair values, while transaction costs associated with the acquisition are expensed as incurred. These transactions were accounted for by the acquisition method, and accordingly, the results of operations were included in the Company’s consolidated financial statements from their respective acquisition dates. 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 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. 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 and Amyris stock valued at $3.5 million. 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. 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. Amyris believes that 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, a 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. The following table summarizes the purchase price allocation: (In thousands) Net tangible assets $ 311 Branded products 5,600 Application 3,600 Goodwill 6,642 Total consideration $ 16,153 Goodwill associated with this acquisition is expected to be deductible for tax purposes. EcoFab LLC. On January 26, 2022, Amyris acquired 70% of EcoFab, LLC (EcoFabulous). EcoFabulous is focused on delivering high performance, makeup artist-quality clean beauty products in ecofriendly packaging, and priced for Gen Z consumers. The purchase consideration consisted of $1.7 million in cash and 1,292,776 shares of Amyris stock with a fair value of $5.5 million. The Mezzanine equity—contingently redeemable noncontrolling interest had a fair value of $3.1 million as of the acquisition date. Amyris has determined that EcoFab is a variable-interest entity and is accounted for in consolidation. The following table summarizes the purchase price allocation: (In thousands) Goodwill (1) 10,240 Less: noncontrolling interest $ (3,072) Total consideration $ 7,168 _______________________ (1) Includes a purchase price adjustment during the fourth quarter 2022 to reclassify definite-lived intangibles to goodwill. The related accumulated amortization of intangibles was insignificant. Goodwill associated with this acquisition is not deductible for tax purposes. Beauty Labs International, Ltd. On August 31, 2021, the Company closed on an agreement with Beauty Labs International Limited (Beauty Labs) to purchase the U.K.-based data sciences and machine learning technology company that has developed one of the leading consumer applications for "try before you buy" color cosmetics. The acquisition of Beauty Labs accelerates the Company's growth and market leadership in clean beauty by adding digital innovation, machine learning, and data science to further enhance the consumer experience of its family of consumer brands. Beauty Labs was acquired for $111.9 million, consisting of cash of $13.3 million, Amyris stock of $59.5 million (including deferred stock consideration of $30 million payable within six months after the closing date), and contingent consideration with a fair value of $39.1 million to nonemployee shareholders. The contingent consideration consists of two potential payments that are based on future revenue of up to $31.3 million each, with additional payments due in the case of overperformance for the years ending on December 31, 2022 and December 31, 2023. The following table summarizes the purchase price allocation: (In thousands) Net tangible assets (liabilities) $ (3,948) Trademarks, trade names and other intellectual property 1,200 Developed technology 20,300 Goodwill 94,393 Total consideration $ 111,945 The allocated purchase price also included deferred tax liabilities attributable to the intangible assets, excluding goodwill, established at the acquisition date. No portion of goodwill is deductible for tax purposes. MG Empower Ltd. On August 11, 2021, the Company closed on an agreement with MG Empower Ltd. (MG Empower) to purchase MG Empower, a U.K.-based company providing influencer marketing and digital innovation services. Amyris' acquisition of MG Empower represents its continued investment in the future of marketing innovation by establishing a unique operating model that places digital technology and influencer marketing at the core of its consumer growth strategy. MG Empower was acquired for $14.6 million, consisting of cash of $3.1 million, Amyris stock of $7.4 million, and contingent consideration with a fair value of $4.1 million. The contingent consideration consists of three potential payments of up to $20.0 million that are based on achieving certain thresholds of revenue for the years ending on December 31, 2022, December 31, 2023 and December 31, 2024. The portion of the earnout payments due to the nonemployee shareholders are treated as consideration transferred, with a fair value of $4.1 million, which was classified as other liabilities in the accompanying consolidated balance sheets. The following table summarizes the purchase price allocation: (In thousands) Net tangible assets (liabilities) $ (1,542) Trademarks, trade names and other intellectual property 1,900 Customer relationships and influencer network database 2,600 Goodwill 11,613 Total consideration $ 14,571 The allocated purchase price also included deferred tax liabilities attributable to the intangible assets, excluding goodwill, established at the acquisition date. No portion of goodwill is deductible for tax purposes. Olika Inc. On August 11, 2021, the Company closed on an agreement with OLIKA Inc. (Olika) for the acquisition of Olika and the purchase of outstanding notes from certain Olika noteholders. Olika specializes in the clean wellness category, combining safe and effective ingredients and nature-inspired design packages. The acquisition of Olika furthers the Company's growth in clean health and beauty, and complements the Company's family of consumer brands. Olika was acquired for $29.6 million, consisting of cash of $1.8 million, Amyris stock of $14.3 million, and contingent consideration with a fair value of $13.5 million. The contingent consideration consists of i) two potential payments of $5.0 million each that are based on achieving certain thresholds of revenue for the years ending December 31, 2022 and December 31, 2023 and; ii) two potential payments of $2.5 million each that are based on continuing employment of certain key management during predetermined measurement periods. The revenue earnout payments to all selling stockholders and the portion of the retention earnout payments to the nonemployee shareholders totaling $15.0 million are treated as consideration transferred. The following table summarizes the purchase price allocation: (In thousands) Net tangible assets (liabilities) $ (9) Trademarks, trade names and other intellectual property 1,500 Customer relationships 4,500 Patents 600 Goodwill 23,005 Total consideration $ 29,596 The allocated purchase price also included deferred tax liabilities attributable to the intangible assets, excluding goodwill, established at the acquisition date. No portion of goodwill is deductible for tax purposes. Costa Brazil On May 7, 2021, the Company acquired 100% of Upland 1 LLC (Costa Brazil), a company providing consumer products made and inspired by pure, potent, enriching ingredients, sustainably sourced from the Brazilian Amazon. The acquisition allows the Company to further expand its consumer product offering and to leverage its science platform and fermentation technology to develop and scale Costa Brazil products. Costa Brazil was acquired for $11.6 million. The following table summarizes the components of the purchase consideration: (In thousands) Paid at Closing Contingent Consideration Total Cash payments $ 314 $ — $ 314 Amyris common stock value 3,167 70,000 73,167 Fair value adjustments — (61,900) (61,900) Total consideration $ 3,481 $ 8,100 $ 11,581 Total contractual contingent payments based on achieving certain targets are payable annually up to $10 million each year for six years after acquisition plus a one-time $10 million payment, upon the successful achievement of annual product revenue targets and certain cost milestones. The $11.6 million total purchase consideration is allocated to tangible net assets, identifiable intangible assets related to trademarks, trade names, website domain names, other social media intellectual property, and customer relationships based on the estimated fair value of each asset. The excess purchase price over the fair value of the net assets and identifiable intangible assets was classified as goodwill. The following table summarizes the purchase price allocation: (In thousands) Net tangible assets (liabilities) $ (540) Trademarks, trade names and other intellectual property 6,949 Customer relationships 1,158 Goodwill 4,014 Total consideration $ 11,581 No portion of goodwill is deductible for tax purposes. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Stock-based Compensation | Stock-based Compensation Stock-based Compensation Expense Related to All Plans Stock-based compensation expense related to all employee stock compensation plans, including options, restricted stock units, and ESPP, was as follows: Years Ended December 31, 2022 2021 2020 Cost of products sold $ 307 $ 295 $ 0 Research and development 6,472 5,591 3,871 Sales, general and administrative 41,932 27,507 9,872 Total stock-based compensation expense $ 48,711 $ 33,393 $ 13,743 Plans 2020 Equity Incentive Plan On June 22, 2020 the Company’s 2020 Equity Incentive Plan (2020 Equity Plan) became effective. The plan will terminate in 2030. The 2020 Equity Plan provides for the grant of incentive stock options (ISOs), non-statutory stock options (NSOs), restricted stock awards, stock bonuses, stock appreciation rights, restricted stock units, and performance awards. ISOs may be granted only to Company employees or employees of its subsidiaries and affiliates. NSOs may be granted to eligible Company employees, consultants, and directors or any of the Company’s parent, subsidiaries, or affiliates. The Company is able to issue up to 30,000,000 shares pursuant to the grant of ISOs under the 2020 Equity Plan. The Leadership, Development, Inclusion, and Compensation Committee of the Board of Directors (LDICC) determines the terms of each option award, provided that ISOs are subject to statutory limitations. The LDICC also determines the exercise price for a stock option, provided that the exercise price of an option may not be less than 100% (or 110% in the case of recipients of ISOs who hold more than 10% of the Company’s stock on the option grant date) of the fair market value of the Company’s common stock on the date of grant. Options granted under the 2020 Equity Plan vest at the rate specified by the LDICC, generally, up to a term of ten years (or five years in the case of ISOs granted to 10% stockholders). In 2021, the LDICC approved the expansion of 2020 Equity Plan to cover employees in the United Kingdom and Portugal. As of December 31, 2022, options were outstanding to purchase 4,504,430 shares of the Company's common stock granted under the 2020 and 2010 Equity Plans, with weighted-average exercise price per share of $6.72. In addition, as of December 31, 2022, restricted stock units representing the right to receive 16,897,826 shares of the Company's common stock granted under the 2020 and 2010 Equity Plans were outstanding. As of December 31, 2022, 9,190,956 shares of the Company’s common stock remained available for future awards that may be granted under the 2020 Equity Plan. Upon the effective date of the 2020 Equity Plan, the Company no longer has shares available for issuance under the 2010 Equity Plan. The number of shares reserved for issuance under the 2020 Equity Plan increases automatically on January 1 of each year starting with January 1, 2021, by a number of shares equal to 5% of the Company’s total outstanding shares as of the immediately preceding December 31. However, the Company’s Board of Directors or the LDICC retains the discretion to reduce the amount of the increase in any particular year. 2010 Employee Stock Purchase Plan The 2010 Employee Stock Purchase Plan (2010 ESPP) is designed to enable eligible employees to purchase shares of the Company’s common stock at a discount. Offering periods generally commence on each May 16 and November 16, with each offering period lasting for one year and consisting of two six-month purchase periods. The purchase price for shares of common stock is the lesser of 85% of the fair market value of the Company’s common stock on the first day of the applicable offering period or the last day of each purchase period. The number of shares reserved for issuance increases automatically on January 1 of each year, starting with January 1, 2011, by a number of shares equal to 1% of the Company’s total outstanding shares as of the immediately preceding December 31. The Company’s Board of Directors or the LDICC retains the discretion to reduce the amount of the increase in any particular year. In 2018, shareholders approved an amendment to the 2010 ESPP to increase the maximum number of shares of common stock that may be issued by 1 million shares. In May 2021, shareholders approved certain amendments to the 2010 ESPP, including the extension of the 2010 ESPP for another 10 years, an 800,000 share increase in the number of shares authorized for issuance, and an extension of the annual automatic increase (or evergreen) provision by nine years. No more than 2,466,666 shares of the Company’s common stock may be issued under the amended and restated 2010 ESPP and no other shares may be added to this plan without the approval of the Company’s stockholders. Evergreen Shares for 2020 Equity Incentive Plan and 2010 Employee Stock Purchase Plan In March 2021, the Board approved increases to the number of shares available for issuance under the 2020 Equity Plan and the 2010 ESPP. The increase in shares in connection with the 2020 Equity Plan represented an automatic annual increase in the number of shares available for grant and issuance under the 2020 Equity Plan of 12,247,572 shares (Evergreen Shares). This increase was equal to 5.0% of the 244,951,446 total outstanding shares of the Company’s common stock as of December 31, 2020. This automatic increase was effective as of January 1, 2021. The increase in shares in connection with the 2010 ESPP represented an automatic annual increase in the number of shares reserved for issuance of 42,077 shares, which represents the remaining allowable under the existing 1,666,666 maximum limit for share issuance under the 2010 ESPP. This automatic increase was effective as of January 1, 2021. Performance-based Stock Units In May 2021, the Company’s chief operating officer received performance-based restricted stock units (COO PSUs) with a per share grant date fair value of $13.39. COO PSUs are equity awards with the final number of restricted stock units that may vest determined based on the Company’s performance against pre-established performance metrics that are related to the completed construction and the successful scaling, commissioning, and transitioning of new manufacturing facilities, and the successful launching of new brands. The performance metrics are measured from the grant date through December 31, 2022. The COO PSUs vest in six tranches contingent upon the achievement of both operational performance metrics and the chief operating officer’s continued employment with the Company. Over the measurement period, the number of COO PSUs that may vest and the related stock-based compensation expense that is recognized is adjusted upward or downward based upon the probability of achieving the operational performance metrics. Depending on the probability of achieving the operational performance metrics and certification by the Company’s Board or Leadership, Development, Inclusion, and Compensation Committee of achievement of those operational performance metrics for each tranche, the COO PSUs vesting could be from 0 to 600,000 restricted stock units. As of December 31, 2022, the Company’s management has determined that all milestones are probable of achievement. Stock-based compensation expense for this award totaled $8.0 million on the grant date and was recognized ratably through December 31, 2022. $5.0 million of stock-based compensation for the COO PSUs was recorded to general and administrative expense during the year ended December 31, 2022. In August 2021, the Company’s chief executive officer and chief financial officer each received performance-based restricted stock units (the CEO PSUs and the CFO PSUs) with a per share grant date fair value ranging from $9.79 to $12.93. The CEO PSUs and the CFO PSUs are equity awards with both a service condition and market condition. The number of CEO PSUs that may vest could be from 0 to 6,000,000 restricted stock units and the number of CFO PSUs that may vest could be from 0 to 300,000 restricted stock units, determined based on the performance of the Company’s stock against pre-established Volume Weighted Average Price (VWAP) targets. The VWAP targets are measured from the grant date through July 1, 2025. Upon approval of the CEO PSUs by stockholders and immediately prior to the effectiveness of the CEO PSUs, the performance-based stock option to purchase up to 3,250,000 shares of common stock granted to the Company’s chief executive officer in 2018 was automatically cancelled and forfeited. The performance metrics of the 2018 CEO PSO had not been achieved and were not probable to be achieved prior to the conclusion of its term. The Company also reversed $1.3 million of previously recognized expense related to the unvested portion of the 2018 CEO PSO award during the year ended December 31, 2021. The CEO PSUs and the CFO PSUs both vest in four tranches contingent upon both the achievement of VWAP targets and the respective officer’s continued employment with the Company through the vesting dates. Over the measurement period, the number of PSUs that may vest and the related stock-based compensation expense that is recognized is adjusted based upon the actual date of achieving the VWAP targets. Stock-based compensation expense totaled $68.6 million for the CEO PSUs and $3.4 million for the CFO PSUs on the grant date and will be recognized ratably through July 1, 2026. $6.1 million of stock-based compensation for the CEO PSUs and CFO PSUs has been recorded to general and administrative expense during the year ended December 31, 2021. Stock-based compensation expense is not subject to reversal if the market condition is not achieved. The fair value of PSUs was determined using a Monte Carlo simulation with the following assumptions: • Risk-free interest rate: 0.48% • Expected volatility of the Company’s common stock: 101% Stock Option Activity Stock option activity is summarized as follows: Year ended December 31, 2022 2021 2020 Options granted 2,095,095 734,056 1,269,808 Weighted-average grant-date fair value per share $ 2.97 $ 13.54 $ 3.75 Compensation expense related to stock options (in millions) $ 3.5 $ 1.8 $ 1.7 Unrecognized compensation costs as of December 31 (in millions) $ 7.5 $ 7.8 $ 5.2 The Company expects to recognize the December 31, 2022 balance of unrecognized costs over a weighted-average period of 3.0 years. Future option grants will increase the amount of compensation expense to be recorded in these periods. Stock-based compensation expense for stock options and employee stock purchase plan rights is estimated at the grant date and offering date based on a fair-value using the Black-Scholes-Merton option pricing model. The fair value of employee stock options is amortized on a ratable basis over the service period. The fair value of employee stock options and employee stock purchase plan rights was estimated using the following weighted-average assumptions: Years Ended December 31, 2022 2021 2020 Expected dividend yield —% —% —% Risk-free interest rate 2.9% 1.2% 0.7% Expected term (in years) 6.5 6.7 6.9 Expected volatility 102% 97% 89% The expected life of options is based primarily on historical exercise experience of the employees for options granted by the Company. All options are treated as a single group in the determination of expected life, as the Company does not currently expect substantially different exercise or post-vesting termination behavior among the employee population. The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. Expected volatility is based on the historical volatility of the Company's common stock price. The Company has no history or expectation of paying dividends on common stock. Stock-based compensation expense associated with options is based on awards ultimately expected to vest. At the time of an option grant, the Company estimates the expected future rate of forfeitures based on historical experience. These estimates are revised, if necessary, in subsequent periods if actual forfeiture rates differ from those estimates. If the actual forfeiture rate is lower than estimated the Company will record additional expense and if the actual forfeiture is higher than estimated the Company will record a recovery of prior expense. The Company’s stock option activity and related information for the year ended December 31, 2022 was as follows: Number of Stock Options Weighted- Weighted-average Aggregate Outstanding - December 31, 2021 3,087,225 $ 9.91 7.1 $ 2,580 Options granted 2,095,095 $ 2.97 Options exercised (36,021) $ 2.84 Options forfeited or expired (641,869) $ 10.05 Outstanding - December 31, 2022 4,504,430 $ 6.72 7.4 $ — Vested or expected to vest after December 31, 2022 4,277,955 $ 6.86 7.3 $ 0 Exercisable at December 31, 2022 1,873,164 $ 10.11 5.4 $ 0 The total intrinsic value of options exercised under all option plans was $0.1 million, $6.7 million, and $0 for the years ended December 31, 2022, 2021, and 2020. Restricted Stock Units (Including Performance-based Stock Units) Activity and Expense During the years ended December 31, 2022, 2021, and 2020, 8,540,083, 10,786,300, and 4,415,209 RSUs, were granted with weighted-average service-inception date fair value per unit of $3.24, $12.27, and $3.72. The Company recognized RSU-related stock-based compensation expense of $44.2 million, $30.7 million, and $11.4 million, for the years ended December 31, 2022, 2021, and 2020. As of December 31, 2022 and 2021, unrecognized RSU-related compensation costs totaled $92.0 million and $116.9 million. Stock-based compensation expense for RSUs is measured based on the NASDAQ closing price of the Company's common stock on the date of grant. The Company’s RSU activity and related information for the year ended December 31, 2022 was as follows: Number of Restricted Stock Units Weighted-average Grant-date Weighted-average Remaining Contractual Life Outstanding - December 31, 2021 13,731,320 $ 9.99 2.8 Awarded 8,540,083 $ 3.24 Vested (3,877,029) $ 6.35 Forfeited (1,496,548) $ 6.17 Outstanding - December 31, 2022 16,897,826 $ 7.75 2.2 Vested or expected to vest after December 31, 2022 14,135,246 $ 7.35 2.1 ESPP Activity and Expense During the years ended December 31, 2022, 2021, and 2020, 722,909, 290,063, and 357,655 shares, of the Company's common stock were purchased under the 2010 ESPP. At December 31, 2022 and 2021, 3,430,098 and 1,046,869 shares of the Company’s common stock remained reserved for issuance under the 2010 ESPP. During the years ended December 31, 2022, 2021, and 2020, the Company recognized ESPP-related stock-based compensation expense of $1.1 million, $0.9 million and $0.6 million. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe components of loss before income taxes and loss from investment in affiliates are as follows: Years Ended December 31, 2022 2021 2020 United States $ (506,276) $ (268,423) $ (324,720) Foreign (24,931) (10,660) (6,015) Net loss before income taxes $ (531,207) $ (279,083) $ (330,735) The components of the (benefit from) provision for income taxes are as follows: Years Ended December 31, 2022 2021 2020 Current: Federal $ — $ (7,478) $ 293 State (17) — — Foreign 4 — — Total current (benefit) provision (13) (7,478) 293 Deferred: Federal (467) (326) — State — (22) — Foreign (2,217) (288) — Total deferred (benefit) provision (2,684) (636) — Total (benefit from) provision for income taxes $ (2,697) $ (8,114) $ 293 A reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of loss before income taxes and loss from investments in affiliates is as follows: Years Ended December 31, 2022 2021 2020 Statutory tax rate (21.0) % (21.0) % (21.0) % Change in fair value of convertible debt (2.1) % 2.9 % 5.7 % Derivative liability (0.1) % 2.2 % 4.8 % Federal R&D credit (0.6) % (0.9) % (0.6) % Foreign losses 0.3 % 0.7 % 0.4 % IRC Section 382 limitation — % (2.7) % — % Nondeductible interest 0.1 % 0.3 % 0.5 % Stock-based compensation — % (1.5) % — % Other 0.4 % 1.3 % 0.3 % Change in valuation allowance 22.5 % 15.7 % 10.0 % Effective income tax rate (0.5) % (3.0) % 0.1 % Temporary differences and carryforwards that gave rise to significant portions of deferred taxes are as follows: December 31, 2022 2021 2020 Net operating loss carryforwards $ 287,519 $ 179,921 $ 123,638 Property, plant and equipment 6,424 6,239 6,965 Research and development credits 27,332 22,463 18,279 Foreign tax credit — — — Accruals and reserves 26,689 10,094 12,003 Stock-based compensation 2,626 3,530 4,291 Disallowed interest carryforward 15,858 12,922 10,843 Capitalized research and development costs 25,958 10,903 16,390 Intangible assets and other — — 1,888 Equity investments — — 531 Total deferred tax assets 392,406 246,072 194,828 Intangible assets and other (6,887) (6,611) — Equity investments (229) (515) — Operating lease right-of-use assets (17,700) (4,783) (2,051) Debt discounts and derivatives — (79,845) (774) Total deferred tax liabilities (24,816) (91,754) (2,825) Net deferred tax assets prior to valuation allowance 367,590 154,318 192,003 Less: deferred tax assets valuation allowance (369,325) (158,597) (192,003) Net deferred tax assets $ (1,735) $ (4,279) $ — Activity in the deferred tax assets valuation allowance is summarized as follows: (In thousands) Balance at Beginning of Year Additions Reductions / Charges Balance at End of Year Deferred tax assets valuation allowance: Year ended December 31, 2022 $ 158,597 $ 210,728 $ — $ 369,325 Year ended December 31, 2021 $ 192,003 $ — $ (33,406) $ 158,597 Year ended December 31, 2020 $ 153,635 $ 38,368 $ — $ 192,003 Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based on the weight of available evidence, especially the uncertainties surrounding the realization of deferred tax assets through future taxable income, the Company believes that it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets as of December 31, 2022, 2021, and 2020. The valuation allowance increased by $210.7 million during the year ended December 31, 2022, decreased by $33.4 million during the year ended December 31, 2021, and increased by $38.4 million during the year ended December 31, 2020. In connection with the acquisition of Onda on April 11, 2022, a net deferred tax liability of $467,000 was established, the most significant component of which is related to book/tax basis differences associated with the acquired trademark and customer relationships. The net deferred tax liability from this acquisition created an additional source of income to realize deferred tax assets. As the Company continues to maintain a full valuation allowance against its deferred tax assets, this additional source of income resulted in the release of the Company’s previously recorded valuation allowance against deferred assets. Consistent with the applicable guidance the release of the valuation allowance of $348,000 caused by the acquisition was recorded in the consolidated financial statements outside of acquisition accounting as a tax benefit to the consolidated statements of operations. In connection with the acquisition of MG Empower and Beauty Labs on August 11, 2021, a net deferred tax liability of $4.3 million was established, the most significant component of which is related to book/tax basis differences associated with the acquired technology and customer relationships. The amortization of the intangibles also contributed to the deferred tax benefit recorded in the foreign jurisdictions in the current year. On August 16, 2022, President Biden signed the Inflation Reduction Act (IRA) into law. Notably, the IRA established a 15% Corporate Alternative Minimum Tax (CAMT) on corporations with an average annual finance statement income (AFSI) in excess of $1 billion (based on the prior three years), and established a 1% excise tax on stock buybacks from publicly traded corporations. Both provisions are effective after December 31, 2022. As the Company’s AFSI is lower than $1 billion, the Company is not expected to be impacted by the 15% CAMT. For the excise tax, because the tax is not based on a measure of income, it is not an income tax, and therefore is not within the scope of ASC 740. The IRA also introduced a myriad of clean energy incentive tax credits that are unlikely to be applicable to the Company. As of December 31, 2022, the Company had federal net operating loss carryforwards of $1.2 billion and state net operating loss carryforwards of $291 million available to reduce future taxable income, if any. The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (IRC Section 382). Events that may cause limitations in the amount of net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. During the year ended December 31, 2021, the Company experienced a greater than 50% ownership shift on March 31, 2021. Per the Section 382 analysis, this 2021 ownership change did not result in a limitation such that there would be any permanent loss of NOL or research tax credit carryovers. Any NOLs and other tax attributes generated by the Company subsequent to March 31, 2021 are currently not subject to any IRC Section 382 limitations. Federal net operating losses generated during 2018 through 2022 have an indefinite carryover life and NOL utilization is limited to 80% of taxable income. As of December 31, 2022, the Company had foreign net operating loss carryovers of $70 million. As of December 31, 2022, the Company had federal research and development credit carryforwards of $11 million and California research and development credit carryforwards of $21 million. If not utilized, the federal net operating loss carryforward will begin expiring in 2034, and the California net operating loss carryforward will begin expiring in 2031. The federal research and development credit carryforwards will expire starting in 2037 if not utilized. The California research and development credit carryforwards can be carried forward indefinitely. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: (In thousands) Balance as of December 31, 2019 $ 31,538 Increases in tax positions for prior period — Increases in tax positions during current period 1,556 Balance as of December 31, 2020 $ 33,094 Lapse of statute (6,564) Increases in tax positions for prior period — Increases in tax positions during current period 1,979 Balance as of December 31, 2021 $ 28,509 Lapse of statute (17) Increases in tax positions for prior period — Increases in tax positions during current period 2,296 Balance as of December 31, 2022 $ 30,788 The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes. The Company accrued $0, $0 and $0.3 million for such interest for the years ended December 31, 2022, 2021 and 2020. None of the unrecognized tax benefits, if recognized, would affect the effective income tax rate for any of the above years due to the valuation allowance that currently offsets deferred tax assets. The Company’s primary tax jurisdiction is the United States. For U.S. federal and state income tax purposes, returns for tax years from 2008 through the current year remain open and subject to examination by the appropriate federal or state taxing authorities. Brazil tax years from 2013 through the current year remain open and subject to examination. |
Geographical Information
Geographical Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Geographical Information | Geographical Information The chief operating decision maker is the Company's Chief Executive Officer, who makes resource allocation decisions and assesses business performance based on financial information presented on a consolidated basis. There are no segment managers who are held accountable by the chief operating decision maker, or anyone else, for operations, operating results, and planning for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single reportable segment and operating segment structure. Revenue Revenue by geography, based on each customer's location, is shown in Note 10, "Revenue Recognition". Property, Plant and Equipment December 31, 2022 2021 United States $ 30,840 $ 18,537 Brazil 148,108 54,247 Europe 3,276 51 $ 182,224 $ 72,835 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Amendment to Share Purchase Agreement On February 13, 2023, Amyris entered into an amendment to the agreement to purchase 49% of Aprinnova, LLC (“Aprinnova”). The parties agreed to extend the closing until March 17, 2023, upon which closing Amyris will own 99% of Aprinnova. Amyris agreed to pay interest on the purchase consideration and certain other amounts from February 14, 2023 through the closing date. Asset Purchase Agreement On February 21, 2023, Amyris and Givaudan SA (“Givaudan”) entered into an agreement where Amyris will sell, assign, or license certain of its cosmetic ingredients businesses to Givaudan, including an assignment of certain distribution agreements, a sale of certain trademarks, and a grant of an exclusive, worldwide, irrevocable license to distribute, market and sell Neossance® Squalane emollient, Neossance® Hemisqualane silicone alternative, and CleanScreen™ sun protector in cosmetics actives for $200.0 million in cash at closing and up to $150.0 million in earn-out payments over three years. The companies also entered into a long-term partnership agreement for the manufacturing of cosmetic ingredients by Amyris for Givaudan. Perrara Bridge Loan On March 10, 2023, Amyris and Perrara Ventures, LLC, a Foris affiliate, entered into an agreement to make available to Amyris a secured term bridge loan of $50 million, to be funded in one or more advances, which will become due when the Givaudan transaction closes or within 90 days, whichever is earlier. Foris is a shareholder of the Company and is affiliated with John Doerr, 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) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (U.S. GAAP). The consolidated financial statements include the accounts of Amyris, Inc. and its wholly-owned and partially-owned subsidiaries in which the Company has a controlling financial interest after elimination of all significant intercompany accounts and transactions. |
Use of Estimates and Judgements | Use of Estimates and Judgements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements, and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements. Significant estimates and judgements used in these consolidated financial statements are discussed in the relevant accounting policies below or specifically discussed in the Notes to Consolidated Financial Statements where such transactions are disclosed. |
Acquisitions | Acquisitions When the Company acquires a controlling financial interest in an entity or group of assets that are determined to meet the definition of a business, the acquisition method is applied. The Company allocates the purchase consideration paid to acquire the business to the tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill. The determination of fair values of identifiable assets and liabilities requires significant judgment and estimates and the use of valuation techniques when market values are not readily available. If during the measurement period (a period not to exceed 12 months from the acquisition date) the Company receives additional information that existed as of the acquisition date but at the time of the original allocation described above was unknown, the Company makes the appropriate adjustments to the purchase price allocation in the reporting period in which the adjustments are identified. Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates with the corresponding gain or loss being recognized in profit or loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. |
Derivatives | Derivatives Embedded derivatives that are required to be bifurcated from the underlying debt instrument and free standing equity instruments that do not meet the derivative scope exception and equity classification criteria are accounted for and valued as separate financial instruments. The Company has evaluated the terms and features of its convertible notes and free standing equity instruments requiring bifurcation and have accounted for these instruments at fair value. |
Fair Value Measurements | Fair Value Measurements The carrying amounts of certain financial instruments, such as cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their relatively short maturities. The Company measures the following financial liabilities at fair value: • Warrants to purchase common stock and freestanding and bifurcated derivatives in connection with certain debt and equity financings; and • Foris Convertible Note Fair value is based on the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Where available, fair value is based on or derived from observable market prices or other observable inputs. Where observable prices or inputs are not available, valuation techniques are applied. These valuation techniques involve management estimation and judgement, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Changes to the inputs, including the closing price of the Company common stock at each period end, used in these valuation models can have a significant impact on the estimated fair value of the Foris Convertible Note, the fair value of embedded features in the DSM Note, and the Company's freestanding derivatives. A decrease (increase) in the estimated credit spread for the Company results in an increase (decrease) in estimated fair value. Conversely, a decrease (increase) in the Company’s closing stock price at period end results in a decrease (increase) in estimated fair value of these instruments. The changes during 2022, 2021 and 2020 in the fair values of the warrants and bifurcated compound embedded derivatives are primarily related to the change in price of the Company's common stock and are reflected in the consolidated statements of operations as “ Gain (loss) from change in fair value of derivative instruments The fair value of debt instruments for which the Company has not elected fair value accounting is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. Most of the Company's debt is carried on the consolidated balance sheet on a historical cost basis net of unamortized discounts and premiums, because the Company has not elected the fair value option of accounting. However, for the Foris Convertible Note, the Company elected fair value accounting upon reissuance in June 2020, so the balances reported for that debt instrument represents fair value as of each balance sheet date. Changes in fair value of the Foris Convertible Note and fair value of embedded features in the DSM Note are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of debt”. For all debt instruments, including any for which the Company has elected fair value accounting, the Company classifies interest that has been accrued during each period as Interest expense on the consolidated statements of operations. |
Goodwill | Goodwill Goodwill represents the excess of the cost over the fair value of net assets acquired from the Company's business combinations. Goodwill is not subject to amortization and is assessed for impairment using fair value measurement techniques on an annual basis on October 1, or more frequently if facts and circumstance warrant such a review. Goodwill is assigned to reporting units within the company. The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests, whereby the fair value of a reporting unit is compared with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds its estimated fair value, an impairment loss is recognized in an amount equal to the excess. All of the Company's goodwill resides within the Consumer reporting unit, with none allocated to Technology Access. No impairment of goodwill has occurred during the periods presented in these consolidated financial statements. |
Intangible Assets | Intangible Assets Intangible assets are comprised primarily of customer relationships, trademarks and trade names, developed technology, patents, and other intellectual property acquired through business combinations. Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization periods of assets with finite lives are based on management’s estimates at the date of acquisition. The fair value of intangible assets is determined based on a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. We believe the assumptions are representative of those a market participant would use in estimating fair value. The fair values of the intangible assets were determined to be Level 3 under the fair value hierarchy. Level 3 inputs are unobservable inputs for an asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available thereby allowing for fair value estimates to be made in situations in which there is little, if any, market activity for an asset or liability at the measurement date. We consider the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting a useful life. Intangible assets with finite useful lives are amortized using an accelerated amortization method reflecting the pattern in which the asset will be consumed if that pattern can be reliably determined. If that pattern cannot be reliably determined, a straight-line amortization method is utilized. Intangible assets are evaluated periodically for impairment by taking into account events or changes in circumstances that may warrant revised estimates of useful lives or that indicate the carrying value of an asset group may not be recoverable. If this evaluation indicates that the value of the intangible asset may be impaired, an assessment is made of the recoverability of the net carrying value of the intangible asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable based on the estimated discounted future cash flows of the asset group over the estimated useful life, an impairment will be recorded to reduce the net carrying value of the related intangible asset to its fair value and may require an adjustment to the remaining amortization period. |
Impairment | Impairment Long-lived assets that are held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the difference between the fair value of the asset and its carrying value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Inventories | InventoriesInventories, which consist of farnesene-derived products, flavors and fragrances ingredients, and clean beauty products, are stated at the lower of actual cost or net realizable value and are categorized as finished goods, work in process, or raw material inventories. The Company evaluates the recoverability of its inventories based on assumptions about expected demand and net realizable value. If the Company determines that the cost of inventories exceeds their estimated net realizable value, the Company records a write-down equal to the difference between the cost of inventories and the estimated net realizable value. If actual net realizable values are less favorable than those projected by management, additional inventory write-downs may be required that could negatively impact the Company's operating results. If actual net realizable values are more favorable, the Company may have favorable operating results when products that have been previously written down are sold in the normal course of business. The Company also evaluates the terms of its agreements with its suppliers and establishes accruals for estimated losses on adverse purchase commitments as necessary, applying the same lower of cost or net realizable value approach that is used to value inventory. Cost for farnesene-derived products and flavors and fragrances ingredients are computed on a weighted-average basis. Cost for clean beauty products are computed on a standard cost basis. |
Leases | Leases The Company has operating leases primarily for administrative offices, retail space, laboratory equipment, other facilities, and certain third-party manufacturing agreements deemed to contain an embedded lease. The operating leases have remaining terms that range from one year to 18 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 to five 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 consolidated balance sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make operating lease payments is included in "Lease liabilities" and "Lease liabilities, net of current portion" on the Company's consolidated balance sheets. The Company has entered into financing leases primarily for laboratory and computer equipment. Assets purchased under financing leases are included in "Right-of-use assets under financing leases, net" on the consolidated balance sheets. For financing leases, the associated assets are depreciated or amortized over the shorter of the relevant useful life of each asset or the lease term. Operating and Financing lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Because the rate implicit in the Company’s lease agreements is typically not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for real estate and marketing that may contain lease and non-lease components, which the Company has elected to treat as a single lease component. |
Property, Plant and Equipment, Net | Property, Plant, and Equipment, Net Property, plant, and equipment are recorded at cost. Depreciation and amortization are computed straight-line based on the estimated useful lives of the related assets, ranging from three The Company expenses costs for maintenance and repairs and capitalizes major replacements, renewals, and improvements. For assets retired or otherwise disposed, both cost and accumulated depreciation are eliminated from the asset and accumulated depreciation accounts, and gains or losses related to the disposal are recorded in the statement of operations. |
Recoverable Taxes from Brazilian Government Entities | Recoverable Taxes from Brazilian Government Entities Recoverable taxes from Brazilian government entities represent value-added taxes paid on purchases in Brazil, which are reclaimable from the Brazilian tax authorities, net of reserves for amounts estimated not to be recoverable. |
Noncontrolling Interest and Contingently Redeemable Noncontrolling Interest | Noncontrolling Interest and Contingently Redeemable Noncontrolling interest Noncontrolling interests represent the portion of net income (loss), net assets, and comprehensive income (loss) that is not allocable to the Company, in situations where the Company consolidates its equity investment in a joint venture or as the primary beneficiary of a variable-interest entity (VIE) for which there are other owners. The amount of noncontrolling interest is comprised of the amount of such interests at the date of the Company's original acquisition of an equity interest or involvement in a joint venture, plus the other shareholders' share of changes in equity since the date the Company made an |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company places its cash equivalents and investments with high credit quality financial institutions and limits the amount of credit exposure with any one financial institution. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash and cash equivalents and short-term investments. The Company performs ongoing credit evaluation of its customers, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of renewable products, licenses and royalties from intellectual property, and grants and collaborative research and development services. Revenue is measured based on the consideration specified in a contract with a customer and the transaction price is allocated utilizing the stand-alone selling price. Revenue is recognized when the Company satisfies a performance obligation by transferring control over a product or service to a customer. The Company generally does not incur costs to obtain new contracts. The costs to fulfill a contract are expensed as incurred. The Company accounts for a contract when it has approval and commitment to perform from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance, and collectability of the consideration is probable. Changes to contracts are assessed for whether they represent a modification or should be accounted for as a new contract. The Company considers the following indicators, among others, when determining if it is acting as a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified product or service, (ii) the Company has inventory risk before the specified product or service has been transferred to a customer or after transfer of control to the customer and, (iii) the Company has discretion in establishing the price for the specified product or service. If a transaction does not meet the Company's indicators of being a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis. The Company recognizes revenue when control of the product or service has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) the customer has legal title to the product, (ii) the Company has transferred physical possession of the product or service to the customer, (iii) the Company has a right to receive payment for the product or service, (iv) the customer absorbs the significant risks and rewards of ownership of the product and, (v) the customer has accepted the product. For most of the Company's renewable products customers, supply agreements between the Company and each customer indicate when transfer of title occurs. In some cases, the Company may make a payment to a customer. When that occurs, the Company evaluates whether the payment is for a distinct product or service from the customer. If the fair value of the product or service is greater than or equal to the amount paid to the customer, then the entire payment is treated as a purchase. If, on the other hand, the fair value of product or service is less than the amount paid, then the difference is treated as a reduction in transaction price of the Company's sales to the customer or a reduction of cumulative to-date revenue recognized from the customer in the period the payment is made or products or services are received from the customer. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. The Company's contracts may contain multiple performance obligations if a promise to transfer the individual product or service is separately identifiable from other promises in the contracts and, therefore, is considered distinct. For contracts with multiple performance obligations, the Company determines the standalone selling price of each performance obligation and allocates the total transaction price using the relative selling price basis. The following is a description of the principal products and services from which the Company generates revenue. Renewable Product Sales Revenues from renewable product sales are recognized as a distinct performance obligation on a gross basis as the Company is acting as a principal in these transactions, with the selling price to the customer recorded net of discounts and allowances. Revenues are recognized at a point in time when control has passed to the customer, which typically occurs when the renewable product leaves the Company’s facilities with the first transportation carrier. The Company, on occasion, may recognize revenue under a bill and hold arrangement, whereby the customer requests and agrees to purchase product but requests delivery at a later date. Under these arrangements, control transfers to the customer when the product is ready for delivery, which occurs when the product is identified separately as belonging to the customer, the product is ready for shipment to the customer in its current form, and the Company does not have the ability to direct the product to a different customer. It is at this point the Company has the right to receive payment, the customer obtains legal title, and the customer has the significant risks and rewards of ownership. The Company’s renewable product sales do not include rights of return, except for direct-to-consumer products, for which the Company estimates sales returns and reduces revenue accordingly. For renewable products other than direct-to-consumer, returns are accepted only if the product does not meet product specifications and such nonconformity is communicated to the Company within a set number of days of delivery. The Company offers a two-year assurance-type warranty to replace or reprocess its ingredient products that do not meet Company-established criteria as set forth in the Company’s trade terms. An estimate of the cost to replace or reprocess its ingredient products sold is made based on a historical rate of experience and recognized as a liability and related expense when the renewable product sale is consummated. Licenses and Royalties Licensing of Intellectual Property: When the Company’s intellectual property licenses are determined to be distinct from the other performance obligations identified in the arrangement, revenue is recognized from non-refundable, up-front fees allocated to the license at a point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For intellectual property licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable up-front-fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognized. Royalties from Licensing of Intellectual Property: The Company earns royalties from the licensing of its intellectual property whereby the licensee uses the intellectual property to produce and sell its products to its customers and the Company shares in the profits. When the Company’s intellectual property license is the only performance obligation, or it is the predominant performance obligation in arrangements with multiple performance obligations, the Company applies the sales-based royalty exception which requires the Company to estimate the revenue that is recognized at a point in time when the licensee’s product sales occur. Estimates of sales-based royalty revenues are made using the most likely outcome method, which is the single amount in a range of possible amounts, using the best evidence available at the time, derived from the licensee’s historical sales volumes and sales prices of its products and recent commodity market pricing data and trends. Estimates are adjusted to actual or as new information becomes available. When the Company’s intellectual property license is not the predominant performance obligation in arrangements with multiple performance obligations, the royalty represents variable consideration and is allocated to the transaction price of the predominant performance obligation, which generally is the supply of renewable products to the Company's customers. Revenue is estimated and recognized at a point in time when the renewable products are delivered to the customer. Estimates of the amount of variable consideration to include in the transaction price are made using the expected value method, which is the sum of probability-weighted amounts in a range of possible amounts determined based on the cost to produce the renewable product plus a reasonable margin for the profit share. The Company only includes an amount of variable consideration in the transaction price to the extent it is probable that a significant reversal in the cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Also, the transaction price is reduced for estimates of customer incentive payments payable by the Company for certain customer contracts. Collaborations, Grants, and Other Collaborative Research and Development Services: The Company earns revenues from collaboration agreements with customers to perform research and development services to develop new molecules using the Company’s technology and to scale production of the molecules for commercialization and use in the collaborator’s products. The collaboration agreements generally include providing the Company's collaboration partners with research and development services and with licenses to the Company’s intellectual property to use the technology underlying the development of the molecules and to sell its products that incorporate the technology. The terms of the Company's collaboration agreements typically include one or more of the following: (i) advance payments for the research and development services that will be performed, (ii) nonrefundable upfront license payments, (iii) milestone payments to be received upon the achievement of the milestone events defined in the agreements, (iv) milestone payments at fixed intervals based on the passage of time, (v) payments for inventory manufactured under supply agreements upon the commercialization of the molecules, and (vi) royalty payments upon the commercialization of the molecules in which the Company shares in the customer’s profits. Collaboration agreements are evaluated at inception to determine whether the intellectual property licenses represent distinct performance obligations separate from the research and development services. If the licenses are determined to be distinct, the non-refundable upfront license fee is recognized as revenue at a point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license while the research and development service fees are recognized over time as the performance obligations are satisfied. The research and development service fees represent variable consideration. Estimates of the amount of variable consideration to include in the transaction price are made using the expected value method, which is the sum of probability-weighted amounts in a range of possible amounts. The Company only includes an amount of variable consideration in the transaction price to the extent it is probable that a significant reversal in the cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Revenue is recognized over time using either an input-based measure of labor hours expended or a time-based measure of progress towards the satisfaction of the performance obligations. The measure of progress is evaluated each reporting period and, if necessary, adjustments are made to the measure of progress and the related revenue recognized. Collaboration agreements that include milestone payments are evaluated at inception to determine whether the milestone events are considered probable of achievement, and estimates are made of the amount of the milestone payments to include in the transaction price using the most likely amount method, which is the single amount in a range of possible amounts. If it is probable that a significant revenue reversal will not occur, the estimated milestone payment amount is included in the transaction price. Each reporting period, the Company re-evaluates the probability of achievement of the milestone events and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative basis, which would affect collaboration revenues in the period of adjustment. Generally, revenue is recognized using an input-based measure of progress towards the satisfaction of the performance obligations which can be labor hours expended or time-based in proportion to the estimated total project effort or total projected time to complete. The measure of progress is evaluated each reporting period and, if necessary, adjustments are made to the measure of progress and the related revenue recognized. Certain performance obligations are associated with technical achievements that require customer acceptance. Revenue generated from the performance of services in accordance with these types of milestones is recognized upon confirmation from the customer that the milestone has been achieved. In these cases, amounts recognized are constrained to the amount of consideration received upon achievement of the milestone. The Company generally invoices its collaboration partners on a monthly or quarterly basis, or upon the completion of the effort or achievement of a milestone, based on the terms of each agreement. Contract liabilities arise from amounts received in advance of performing the research and development activities and are recognized as revenue in future periods as the performance obligations are satisfied. Contract assets arise from services provided or completed performance obligations that are not yet billed to the customer. Grants: The Company earns revenues from grants with government agencies to, among other things, provide research and development services to develop molecules using the Company’s technology, and create research and development tools to improve the timeline and predictability for scaling molecules from proof of concept to market by reducing time and costs. Grants typically consist of research and development milestone payments to be received upon the achievement of the milestone events defined in the agreements. The milestone payments are evaluated at inception to determine whether the milestone events are considered probable of achievement and estimates are made of the amount of the milestone payments to include in the transaction price using the most likely amount method, which is the single amount in a range of possible amounts. If it is probable that a significant revenue reversal will not occur, the estimated milestone payment amount is included in the transaction price. Each reporting period, the Company re-evaluates the probability of achievement of the milestone events and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative basis, which would affect grant revenues in the period of adjustment. Revenue is recognized over time using a time-based measure of progress towards the satisfaction of the performance obligations. The measure of progress is evaluated each reporting period and, if necessary, adjustments are made to the measure of progress and the related revenue recognized. The Company receives certain consideration from AICEP Portugal Global (AICEP), an entity funded by the government of Portugal, under the Consortium Internal Regulatory Agreement and an AICEP Investment Contract entered into by Amyris with Universidade Católica Portuguesa (UCP) Porto Campus. The Company considers this arrangement to be a government grant. Grant revenue is recognized when there is reasonable assurance that monies will be received and that conditions attached to the grant have been met. |
Cost of Products Sold | Cost of Products Sold Cost of products sold reflects the production costs of renewable products and includes the cost of raw materials, in-house manufacturing labor and overhead, amounts paid to contract manufacturers, including amortization of tolling fees, and period costs, including inventory write-downs resulting from applying lower of cost or net realizable value inventory adjustments. Cost of products sold also includes certain costs related to the scale-up of production. Shipping and handling costs charged to customers are recorded as revenue. Inbound shipping costs for raw materials are included in cost of products sold. The Company recognizes deferred cost of products sold as an asset on the balance sheet when a cost is incurred in connection with a revenue performance obligation that will not be fulfilled until a future period. The Company recorded a deferred cost of products sold asset for the fair value of amounts paid to DSM under a supply agreement for manufacturing capacity to produce its sweetener product at the Brotas facility in Brazil. The deferred cost of products sold asset is allocated to inventory and expensed to cost of products sold on a units of production basis over the five-year term of the supply agreement. On a quarterly basis, the Company evaluates its future production volumes for its sweetener product and adjusts the unit cost to be expensed over the remaining estimated production volume. The Company also periodically evaluates the asset for impairment indicators and recoverability based on changes in business strategy and product demand trends over the term of the supply agreement. |
Research and Development | Research and Development Research and development costs are expensed as incurred and include costs associated with research performed pursuant to collaborative agreements and government grants, including internal research. Research and development costs consist of direct and indirect internal costs related to specific projects, as well as fees paid to others that conduct certain research activities on the Company’s behalf. |
Debt Extinguishment | Debt Extinguishment The Company accounts for the income or loss from extinguishment of debt, including instances where the terms of a debt instrument are modified in a manner that significantly changes the underlying cash flows, by recognizing the difference between the reacquisition consideration and the net carrying amount of the debt being extinguished as gain or loss when the debt is extinguished. Losses from debt extinguishment are shown in the consolidated statements of operations under "Other income (expense)" as "Loss upon extinguishment of debt". |
Stock-based Compensation | Stock-based CompensationThe Company accounts for stock-based employee compensation plans using the grant-date fair value of each award. The Company recognizes stock-based compensation expense net of expected forfeitures over each award's service period, which is generally the vesting term. Expected forfeiture rates are estimated based on the Company's historical experience |
Income Taxes | Income Taxes The Company is subject to income taxes in the United States and foreign jurisdictions and uses estimates to determine its provisions for income taxes. The Company uses the asset and liability method of accounting for income taxes, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. The Company recognizes a valuation allowance against its net deferred tax assets unless it is more likely than not that such deferred tax assets will be realized. This assessment requires judgement as to the likelihood and amounts of future taxable income by tax jurisdiction. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability, and the tax benefit to be recognized is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgement, and such judgements may change as new information becomes available. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment, where that local currency is the functional currency, are translated to U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting translation adjustments directly recorded to a separate component of AOCI. Income and expense accounts are translated at average exchange rates during the year. Remeasurement adjustments are recorded in other income (loss), net. As of December 31, 2022 and 2021, cumulative translation adjustment, net of tax, was $64.1 million and $52.8 million. For the year ended December 31, 2022, the Company recorded a $2.9 million loss resulting from foreign exchange transactions. For the years ended December 31, 2021 and 2020, the Company recorded gains of $0.6 million and $0.7 million, resulting from foreign exchange transactions. |
Accounting Standards Recently Adopted and Accounting Standards or Updates Not Yet Adopted | Accounting Standards Recently Adopted During the year ended December 31, 2022 the Company adopted the following Accounting Standards Updates (ASUs): 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. The Company is currently evaluating the guidance and the impact on its consolidated financial statements and related disclosures. Fair Value Measurement: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires specific disclosures for equity securities subject to contractual sale restrictions. These changes will become effective for the Company on January 1, 2024. The Company is currently evaluating the guidance and the impact on its consolidated financial statements and related disclosures. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedules of Concentration of Risk | Customers representing 10% or greater of revenue were as follows: Years Ended December 31, Year First Customer 2022 2021 2020 DSM (related party) 2017 20% 51% 30% Sephora 2017 13% ** ** Firmenich 2014 ** ** 10% ______________ |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Allowance for Doubtful Accounts | (In thousands) Balance at Beginning of Year Provisions Write-offs, Net Balance at End of Year Allowance for doubtful accounts: Year Ended December 31, 2022 $ 945 $ 944 $ (894) $ 995 Year Ended December 31, 2021 $ 137 $ 808 $ — $ 945 Year Ended December 31, 2020 $ 45 $ 92 $ — $ 137 |
Schedule of Inventories | Inventories December 31, 2022 2021 Raw materials $ 43,043 $ 25,733 Work in process 8,028 6,941 Finished goods 60,809 42,396 Total inventories $ 111,880 $ 75,070 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets December 31, 2022 2021 Prepayments, advances and deposits $ 18,849 $ 25,140 Non-inventory production supplies 8,138 3,956 Note receivable (1) 6,871 — Recoverable taxes from Brazilian government entities 870 1,188 Other 5,418 3,229 Total prepaid expenses and other current assets $ 40,146 $ 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 December 31, 2022 2021 Machinery and equipment $ 149,413 $ 51,855 Leasehold improvements 51,426 45,780 Building 29,389 — Computers and software 10,356 9,174 Furniture and office equipment, vehicles and land 3,979 3,688 Construction in progress 41,012 48,032 Total property, plant and equipment, gross 285,575 158,529 Less: accumulated depreciation and amortization (103,351) (85,694) Total property, plant and equipment, net $ 182,224 $ 72,835 |
Schedule Of Depreciation And Amortization | During the years ended December 31, 2022, 2021 and 2020, depreciation and amortization expense, which includes amortization of financing lease assets, was as follows: Years Ended December 31, 2022 2021 2020 Depreciation and amortization $ 12,372 $ 8,745 $ 8,508 |
Schedule of Goodwill | Goodwill Year ended December 31, 2022 2021 Beginning balance $ 131,259 $ — Acquisitions 22,231 133,025 Effect of currency translation adjustment (10,915) (1,766) Ending balance $ 142,575 $ 131,259 |
Schedule of Finite-Lived Intangible Assets | December 31, 2022 December 31, 2021 Estimated Useful Life (in Years) Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Trademarks and trade names 10 $ 21,042 $ 1,948 $ 19,094 $ 11,484 $ 496 $ 10,988 Customer relationships 5 - 16 8,182 1,045 7,137 8,197 267 7,930 Developed technology 5 - 12 21,472 1,315 20,157 19,962 200 19,762 Patents 17 600 50 550 600 15 585 $ 51,296 $ 4,358 $ 46,938 $ 40,243 $ 978 $ 39,265 |
Finite-lived Intangible Assets Amortization Expense | Total future amortization estimated as of December 31, 2022 is as follows (in thousands): 2023 $ 5,260 2024 6,333 2025 6,464 2026 6,218 2027 5,346 Thereafter 17,317 Total future amortization $ 46,938 |
Schedule of Lease Cost | Information related to the Company's ROU assets and related lease liabilities were as follows: 2022 2021 Cash paid for amounts included in the measurements of operating lease liabilities $15,042 $7,791 ROU assets obtained in exchange for new operating lease obligations $69,351 $17,184 Weighted-average remaining lease term in years 11.3 7.7 Weighted-average discount rate 22.4% 19.3% |
Schedule of Lessee, Lease Liability Maturity | Maturities of lease liabilities as of December 31, 2022 were as follows: Years Ending December 31, Financing Leases Operating Leases Total Lease Obligations 2023 $ 22 $ 14,705 $ 14,727 2024 21 23,767 23,788 2025 21 24,120 24,141 2026 16 23,466 23,482 2027 — 23,849 23,849 Thereafter — 214,056 214,056 Total future minimum payments 80 323,963 324,043 Less: amount representing interest (19) (235,513) (235,532) Present value of minimum lease payments 61 88,450 88,511 Less: current portion (13) (2,255) (2,268) Long-term portion $ 48 $ 86,195 $ 86,243 |
Schedule of Other Assets | Other assets December 31, 2022 2021 Investments in equity securities $ 7,892 $ — Equity-method investments in affiliates 3,000 9,443 Notes receivable, net of current portion 671 — Deposits 530 129 Other 1,811 994 Total other assets $ 13,904 $ 10,566 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities December 31, 2022 2021 Payroll and related expenses $ 18,795 $ 9,151 Accrued interest 14,639 9,572 Liability in connection with acquisition of equity-method investment 11,275 8,735 Deferred consideration payable 7,883 30,000 Professional services 4,826 2,447 Asset retirement obligation (1) 3,763 3,336 Contract termination fees 1,369 1,345 License fee payable 1,050 1,050 Tax-related liabilities 829 988 Other 9,136 4,833 Total accrued and other current liabilities $ 73,565 $ 71,457 ______________ (1) 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. |
Schedule of Other Noncurrent Liabilities | Other noncurrent liabilities December 31, 2022 2021 Liability for deferred tax liabilities $ 1,734 $ 4,296 Contract liabilities, net of current portion — 111 Other 5,319 103 Total other noncurrent liabilities $ 7,053 $ 4,510 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities | As of December 31, 2022 and 2021, the Company’s financial liabilities measured and recorded at fair value were classified within the fair value hierarchy as follows: December 31, 2022 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Foris Convertible Note $ — $ — $ 54,026 $ 54,026 $ — $ — $ 107,427 $ 107,427 Freestanding derivative instruments issued in connection with debt and equity instruments — — — — — — 7,062 7,062 Embedded derivatives bifurcated from debt instruments — — 5,403 5,403 — — — — Acquisition-related contingent consideration — — 37,574 37,574 — — 64,762 64,762 Total liabilities measured and recorded at fair value $ — $ — $ 97,003 $ 97,003 $ — $ — $ 179,251 $ 179,251 |
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 Issuance of new derivative instruments 5,403 Change in fair value of derivative instruments (3,905) Derecognition on settlement or extinguishment (3,157) Balance at December 31, 2022 $ 5,403 |
Fair Value Measurement Inputs and Valuation Techniques | The Company determine the fair value of its liability classified warrants using the following input assumptions: Year ended December 31, 2022 2021 Fair value of common stock on valuation date $1.70 – $4.36 $5.41 – $19.10 Exercise price of warrants $2.87 – $2.87 $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 2.00 – 2.00 2.00 – 2.00 Dividend yield 0% 0% |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation of the beginning and ending balances for the Company's acquisition-related contingent consideration: (In thousands) Acquisition-related Contingent Consideration Balance at December 31, 2021 $ 64,762 Additions 440 Purchase accounting adjustment (2,754) Change in fair value of acquisition-related contingent consideration (24,874) Balance at December 31, 2022 $ 37,574 Less: current portion (1) $ (3,019) Acquisition-related contingent consideration, net of current portion $ 34,555 ______________ (1) Current portion is included within Accrued and other current liabilities on the Consolidated Balance Sheets. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | 2022 2021 (In thousands) Principal Unaccreted Debt Discount Fair Value Adjustment Net Principal Unaccreted Debt Discount Fair Value Adjustment Net Convertible notes payable 2026 convertible senior notes $ 690,000 $ (15,109) $ — $ 674,891 $ 690,000 $ (380,939) $ — $ 309,061 Related party convertible notes payable Foris convertible note 50,041 — 3,985 54,026 50,041 — 57,386 107,427 Loans payable and credit facilities Other loans payable (revolving) 1,917 — — 1,917 896 — — 896 Related party loans payable DSM note 100,000 (14,108) — 85,892 — — — — Foris senior note 81,089 (4,772) — 76,317 — — — — Subtotal related party loans payable 181,089 (18,880) — 162,209 — — — — Total debt $ 923,047 $ (33,989) $ 3,985 893,043 $ 740,937 $ (380,939) $ 57,386 417,384 Less: current portion (120,802) (108,323) Long-term debt, net of current portion $ 772,241 $ 309,061 |
Schedule of Long-term Debt Instruments | Future minimum payments under the debt agreements as of December 31, 2022 are as follows: Years ending December 31 Convertible Notes Loans Payable and Credit Facilities Related Party Convertible Notes Related Party Loans Payable and Credit Facilities Total 2023 $ 10,350 $ 1,921 $ 62,622 $ 89,406 $ 164,299 2024 10,350 — — 85,449 95,799 2025 10,350 — — 27,406 37,756 2026 700,379 — — — 700,379 2027 — — — — — Thereafter — — — — — Total future minimum payments 731,429 1,921 62,622 202,261 998,233 Less: amount representing interest (1) (41,429) (4) (12,581) (15,173) (69,187) Less: future conversion of accrued interest to principal — — — (5,999) (5,999) Present value of minimum debt payments 690,000 1,917 50,041 181,089 923,047 Less: current portion of debt principal — (1,917) (50,041) (76,750) (128,708) Noncurrent portion of debt principal $ 690,000 $ — $ — $ 104,339 $ 794,339 ______________ (1) Excluding debt discount of $34.0 million that will be accreted to interest expense over the term of the debt. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Debt Conversions | In connection with various debt transactions, the Company issued notes that are convertible into shares of common stock as follows as of December 31, 2022, at the election of each debtholder: Debt Instrument When Convertible Number of Shares Instrument Is Convertible into as of December 31, 2022 2026 convertible senior notes At any time from January 1, 2023 until November 15, 2026 86,683,389 Foris convertible note At any time until July 1, 2023 20,370,947 107,054,336 |
Warrants and Rights Activity Summary | The following table summarizes warrant activity for the year ended December 31, 2022: Transaction Year Issued Expiration Date Number Outstanding as of December 31, 2021 Additional Warrants Issued Exercises Expired Weighted-average Exercise Price per Share of Warrants Exercised 1 Number Outstanding as of December 31, 2022 Exercise Price per Share as of December 31, 2022 2022 registered direct offering warrants 2022 December 30, 2027 — 15,000,000 — — n/a 15,000,000 $ 1.80 2022 PIPE warrants 2022 December 30, 2027 — 10,000,000 — — n/a 10,000,000 $ 1.80 Schottenfeld warrants 2022 December 21, 2024 — 1,253,451 (1,253,451) — $ 2.87 — $ — Foris senior note warrants 2022 September 13, 2025 — 2,046,036 — — n/a 2,046,036 $ 3.91 Blackwell / Silverback warrants 2020 July 10, 2023 1,000,000 — — — n/a 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) n/a — $ — July 2015 related party debt exchange 2015 July 29, 2025 58,690 — — — n/a 58,690 $ 0.15 3,999,855 28,299,487 (3,549,786) (56,910) $ 2.87 28,692,646 __________________ 1 "n/a" indicates not applicable, as there were no exercises. |
Consolidated Variable-interes_2
Consolidated Variable-interest Entities and Unconsolidated Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following presents the carrying amounts of the Aprinnova JV’s assets and liabilities included in the accompanying consolidated balance sheets. December 31, 2022 2021 Assets $ 30,373 $ 27,521 Liabilities $ 1,857 $ 5,575 The following presents the carrying amounts of the RealSweet JV’s assets and liabilities included in the accompanying consolidated balance sheets. December 31, (In thousands) 2022 2021 Assets $ 158,944 $ 58,340 Liabilities $ 36,927 $ 8,411 The following presents the carrying amounts of CBC assets and liabilities included in the accompanying consolidated balance sheets. December 31, (In thousands) 2022 2021 Assets $ 20,995 $ 10,817 Liabilities $ 9,765 $ 5,132 |
Redeemable Noncontrolling Interest | The change in noncontrolling interest for the Aprinnova JV for the years ended December 31, 2022 and 2021 is as follows: Year Ended December 31, 2022 2021 Balance at beginning of year $ 6,265 $ 5,319 Income attributable to noncontrolling interest 4,891 5,649 Distribution to noncontrolling interest — (4,703) Balance at end of year $ 11,156 $ 6,265 The change in contingently redeemable noncontrolling interest for the RealSweet JV for the year ended December 31, 2022 and 2021 is as follows: Year Ended December 31, (In thousands) 2022 2021 Balance at beginning of year $ 28,520 $ — Loss attributable to noncontrolling interest (483) — Contribution by contingently redeemable noncontrolling interest — 28,520 Balance at end of year $ 28,037 $ 28,520 The change in noncontrolling interest for CBC for the years ended December 31, 2022 and 2021 is as follows: Year Ended December 31, 2022 2021 Balance at beginning of year $ (7,001) $ (538) Loss attributable to noncontrolling interest (17,068) (6,463) Balance at end of year $ (24,069) $ (7,001) |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net loss per share of common stock attributable to Amyris, Inc. common stockholders: Years Ended December 31, 2022 2021 2020 Numerator: Net loss attributable to Amyris, Inc. $ (528,510) $ (270,969) $ (331,039) Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock — — (67,151) Add: loss allocated to participating securities — 507 15,879 Net loss attributable to Amyris, Inc. common stockholders, basic (528,510) (270,462) (382,311) Adjustment to loss allocated to participating securities — (507) — Interest on convertible debt 2,750 — — Gain from change in fair value of debt (45,254) — — Gain from change in fair value of derivative instruments (3,883) (14,279) — Net loss attributable to Amyris, Inc. common stockholders, diluted $ (574,897) $ (285,248) $ (382,311) Denominator: Weighted-average shares of common stock outstanding used in computing loss per share of common stock, basic 320,752,600 292,343,431 203,598,673 Basic loss per share $ (1.65) $ (0.93) $ (1.88) Weighted-average shares of common stock outstanding 320,752,600 292,343,431 203,598,673 Effect of dilutive convertible debt 18,404,839 — — Effect of dilutive common stock warrants 176,555 324,200 — Weighted-average common stock equivalents used in computing loss per share of common stock, diluted 339,333,994 292,667,631 203,598,673 Diluted loss per share $ (1.69) $ (0.97) $ (1.88) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive: Years Ended December 31, 2022 2021 2020 Common stock warrants and warrant exercise rights 28,633,956 5,741,297 38,248,741 Convertible promissory notes (1) 86,683,389 86,683,389 22,061,759 Stock options to purchase common stock 4,504,430 3,087,225 6,502,096 Restricted stock units 16,897,826 13,731,320 7,043,909 Contingently issuable common shares 1,187,508 5,383,580 — Preferred shares on an as-converted basis — — 1,943,661 Total potentially dilutive securities excluded from computation of diluted loss per share 137,907,109 114,626,811 75,800,166 ______________ (1) The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect as of the respective period end dates. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price under certain circumstances, which could potentially increase the dilutive shares outstanding. Another portion of the convertible promissory notes issued carries a provision for an increase in the conversion rate under certain circumstances, which could also potentially increase the dilutive shares outstanding. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by Major Product and Services | The following table presents revenue by primary geographical market, based on the location of the customer, as well as by major product and service: Years Ended December 31, 2022 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Europe $ 20,340 $ 15,329 $ 7,666 $ 43,335 $ 14,323 $ 149,800 $ 10,770 $ 174,893 $ 17,156 $ 50,991 $ 8,765 $ 76,912 North America 174,936 17,105 5,915 197,956 115,493 24,012 1,684 141,189 68,675 — 526 69,201 Asia 18,090 — 1,481 19,571 16,362 — 5,848 22,210 13,720 — 8,517 22,237 South America 5,589 — 28 5,617 1,907 — — 1,907 4,105 — — 4,105 Other 3,368 — — 3,368 1,618 — — 1,618 682 — — 682 $ 222,323 $ 32,434 $ 15,090 $ 269,847 $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 The following table presents revenue by management revenue classification and by major product and service: Years Ended December 31, 2022 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Consumer $ 171,484 $ 431 $ 5,003 $ 176,918 $ 91,041 $ 13 $ 934 $ 91,988 $ 51,627 $ — $ — $ 51,627 Technology access 50,839 32,003 10,087 92,929 58,662 173,799 17,368 249,829 52,711 50,991 17,808 121,510 $ 222,323 $ 32,434 $ 15,090 $ 269,847 $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 |
Revenue in Connection with Significant Revenue Agreement | In connection with the significant revenue agreements discussed above and others previously disclosed, the Company recognized revenue for the years ended December 31, 2022 and 2021 in connection with significant revenue agreements and from all other customers as follows: Years Ended December 31, 2022 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL Renewable Products Licenses and Royalties Collaborations, Grants and Other TOTAL DSM (related party) $ 18,172 $ 31,781 $ 3,994 $ 53,947 $ 19,162 $ 149,612 $ 6,000 $ 174,774 $ 946 $ 43,750 $ 7,018 $ 51,714 Sephora 35,159 — — 35,159 27,640 — — 27,640 13,802 — — 13,802 PureCircle 3,884 158 — 4,042 2,915 10,000 — 12,915 — — — — AccessBio — — — — — 9,000 — 9,000 — — — — Yifan — — 1,481 1,481 — — 5,848 5,848 — — 8,468 8,468 AMF Low Carbon — — — — — 5,000 — 5,000 — — — — Firmenich — 64 3,417 3,481 671 188 3,528 4,387 9,967 7,241 594 17,802 Givaudan 10 — — 10 210 — — 210 10,081 — — 10,081 DARPA — — — — — — — — — — 526 526 Lavvan — — — — — — — — — — — — Subtotal revenue from significant revenue agreements 57,225 32,003 8,892 98,120 50,598 173,800 15,376 239,774 34,796 50,991 16,606 102,393 Revenue from all other customers 165,098 431 6,198 171,727 99,105 12 2,926 102,043 69,542 — 1,202 70,744 Total revenue from all customers $ 222,323 $ 32,434 $ 15,090 $ 269,847 $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 |
Contract with Customer, Asset and Liability | The following table provides information about accounts receivable and contract liabilities from contracts with customers: December 31, 2022 2021 Accounts receivable, net $ 45,775 $ 37,074 Accounts receivable - related party, net $ 6,608 $ 5,667 Contract assets $ 806 $ 4,227 Contract assets - related party $ 36,638 $ — Contract liabilities $ 26 $ 2,530 Contract liabilities, noncurrent (1) $ — $ 111 ______________ (1) The balances in contract liabilities, noncurrent are included in other noncurrent liabilities on the consolidated balance sheets. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Debt | Related party debt was as follows: 2022 2021 (In thousands) Principal Unaccreted Debt Discount Fair Value Adjustment Net Principal Unaccreted Debt Discount Fair Value Adjustment Net DSM notes $ 100,000 $ (14,108) $ — $ 85,892 $ — $ — $ — $ — Foris Foris convertible note 50,041 — 3,985 54,026 50,041 — 57,386 107,427 Foris senior note 81,089 (4,772) — 76,317 — — — — 131,130 (4,772) 3,985 130,343 50,041 — 57,386 107,427 $ 231,130 $ (18,880) $ 3,985 $ 216,235 $ 50,041 $ — $ 57,386 $ 107,427 |
Schedule of Related Party Revenues | The Company recognized revenue from related parties and from all other customers as follows: Years Ended December 31, 2022 2021 2020 Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total Renewable Products Licenses and Royalties Collaborations, Grants and Other Total DSM $ 18,172 $ 31,781 $ 3,994 $ 53,947 $ 19,162 $ 149,612 $ 6,000 $ 174,774 $ 946 $ 43,750 $ 7,018 $ 51,714 Daling (affiliate of a Board member) — — — — — — — — 40 — — 40 Subtotal revenue from related parties 18,172 31,781 3,994 53,947 19,162 149,612 6,000 174,774 986 43,750 7,018 51,754 Revenue from all other customers 204,151 653 11,096 215,900 130,541 24,200 12,302 167,043 103,352 7,241 10,790 121,383 Total revenue from all customers $ 222,323 $ 32,434 $ 15,090 $ 269,847 $ 149,703 $ 173,812 $ 18,302 $ 341,817 $ 104,338 $ 50,991 $ 17,808 $ 173,137 |
Schedule of Related Party Accounts Receivables | Related party accounts receivable was as follows: December 31, 2022 2021 DSM $ 6,608 $ 5,667 |
Schedule of Related Party Debt and Revenue Agreements | The Company is party to the following significant agreements (and related amendments) with DSM: Related to Agreement For Additional Information, See the Note Indicated Debt DSM Credit Agreement 4. Debt Debt 2019 DSM Credit Agreement 4. Debt Revenue Farnesene Framework Agreement 10. Revenue Recognition Revenue DSM Collaboration Agreement 10. Revenue Recognition Revenue DSM Developer License 10. Revenue Recognition Revenue DSM License Agreement and Contract Assignment 10. Revenue Recognition Revenue DSM Performance Agreement 10. Revenue Recognition Revenue DSM Ingredients Collaboration Agreement 10. Revenue Recognition |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 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) Net tangible assets $ 1,474 Goodwill 5,219 Total consideration $ 6,693 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 $ 311 Branded products 5,600 Application 3,600 Goodwill 6,642 Total consideration $ 16,153 The following table summarizes the purchase price allocation: (In thousands) Goodwill (1) 10,240 Less: noncontrolling interest $ (3,072) Total consideration $ 7,168 _______________________ (1) Includes a purchase price adjustment during the fourth quarter 2022 to reclassify definite-lived intangibles to goodwill. The related accumulated amortization of intangibles was insignificant. The following table summarizes the purchase price allocation: (In thousands) Net tangible assets (liabilities) $ (3,948) Trademarks, trade names and other intellectual property 1,200 Developed technology 20,300 Goodwill 94,393 Total consideration $ 111,945 (In thousands) Net tangible assets (liabilities) $ (1,542) Trademarks, trade names and other intellectual property 1,900 Customer relationships and influencer network database 2,600 Goodwill 11,613 Total consideration $ 14,571 The following table summarizes the purchase price allocation: (In thousands) Net tangible assets (liabilities) $ (9) Trademarks, trade names and other intellectual property 1,500 Customer relationships 4,500 Patents 600 Goodwill 23,005 Total consideration $ 29,596 The following table summarizes the purchase price allocation: (In thousands) Net tangible assets (liabilities) $ (540) Trademarks, trade names and other intellectual property 6,949 Customer relationships 1,158 Goodwill 4,014 Total consideration $ 11,581 |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the components of the purchase consideration: (In thousands) Paid at Closing Contingent Consideration Total Cash payments $ 314 $ — $ 314 Amyris common stock value 3,167 70,000 73,167 Fair value adjustments — (61,900) (61,900) Total consideration $ 3,481 $ 8,100 $ 11,581 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-based compensation expense related to all employee stock compensation plans, including options, restricted stock units, and ESPP, was as follows: Years Ended December 31, 2022 2021 2020 Cost of products sold $ 307 $ 295 $ 0 Research and development 6,472 5,591 3,871 Sales, general and administrative 41,932 27,507 9,872 Total stock-based compensation expense $ 48,711 $ 33,393 $ 13,743 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Stock option activity is summarized as follows: Year ended December 31, 2022 2021 2020 Options granted 2,095,095 734,056 1,269,808 Weighted-average grant-date fair value per share $ 2.97 $ 13.54 $ 3.75 Compensation expense related to stock options (in millions) $ 3.5 $ 1.8 $ 1.7 Unrecognized compensation costs as of December 31 (in millions) $ 7.5 $ 7.8 $ 5.2 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of employee stock options and employee stock purchase plan rights was estimated using the following weighted-average assumptions: Years Ended December 31, 2022 2021 2020 Expected dividend yield —% —% —% Risk-free interest rate 2.9% 1.2% 0.7% Expected term (in years) 6.5 6.7 6.9 Expected volatility 102% 97% 89% |
Schedule of Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity | The Company’s stock option activity and related information for the year ended December 31, 2022 was as follows: Number of Stock Options Weighted- Weighted-average Aggregate Outstanding - December 31, 2021 3,087,225 $ 9.91 7.1 $ 2,580 Options granted 2,095,095 $ 2.97 Options exercised (36,021) $ 2.84 Options forfeited or expired (641,869) $ 10.05 Outstanding - December 31, 2022 4,504,430 $ 6.72 7.4 $ — Vested or expected to vest after December 31, 2022 4,277,955 $ 6.86 7.3 $ 0 Exercisable at December 31, 2022 1,873,164 $ 10.11 5.4 $ 0 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The Company’s RSU activity and related information for the year ended December 31, 2022 was as follows: Number of Restricted Stock Units Weighted-average Grant-date Weighted-average Remaining Contractual Life Outstanding - December 31, 2021 13,731,320 $ 9.99 2.8 Awarded 8,540,083 $ 3.24 Vested (3,877,029) $ 6.35 Forfeited (1,496,548) $ 6.17 Outstanding - December 31, 2022 16,897,826 $ 7.75 2.2 Vested or expected to vest after December 31, 2022 14,135,246 $ 7.35 2.1 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of loss before income taxes and loss from investment in affiliates are as follows: Years Ended December 31, 2022 2021 2020 United States $ (506,276) $ (268,423) $ (324,720) Foreign (24,931) (10,660) (6,015) Net loss before income taxes $ (531,207) $ (279,083) $ (330,735) |
Schedule of Components of (Benefit from) Income Taxes | The components of the (benefit from) provision for income taxes are as follows: Years Ended December 31, 2022 2021 2020 Current: Federal $ — $ (7,478) $ 293 State (17) — — Foreign 4 — — Total current (benefit) provision (13) (7,478) 293 Deferred: Federal (467) (326) — State — (22) — Foreign (2,217) (288) — Total deferred (benefit) provision (2,684) (636) — Total (benefit from) provision for income taxes $ (2,697) $ (8,114) $ 293 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of loss before income taxes and loss from investments in affiliates is as follows: Years Ended December 31, 2022 2021 2020 Statutory tax rate (21.0) % (21.0) % (21.0) % Change in fair value of convertible debt (2.1) % 2.9 % 5.7 % Derivative liability (0.1) % 2.2 % 4.8 % Federal R&D credit (0.6) % (0.9) % (0.6) % Foreign losses 0.3 % 0.7 % 0.4 % IRC Section 382 limitation — % (2.7) % — % Nondeductible interest 0.1 % 0.3 % 0.5 % Stock-based compensation — % (1.5) % — % Other 0.4 % 1.3 % 0.3 % Change in valuation allowance 22.5 % 15.7 % 10.0 % Effective income tax rate (0.5) % (3.0) % 0.1 % |
Schedule of Deferred Tax Assets and Liabilities | Temporary differences and carryforwards that gave rise to significant portions of deferred taxes are as follows: December 31, 2022 2021 2020 Net operating loss carryforwards $ 287,519 $ 179,921 $ 123,638 Property, plant and equipment 6,424 6,239 6,965 Research and development credits 27,332 22,463 18,279 Foreign tax credit — — — Accruals and reserves 26,689 10,094 12,003 Stock-based compensation 2,626 3,530 4,291 Disallowed interest carryforward 15,858 12,922 10,843 Capitalized research and development costs 25,958 10,903 16,390 Intangible assets and other — — 1,888 Equity investments — — 531 Total deferred tax assets 392,406 246,072 194,828 Intangible assets and other (6,887) (6,611) — Equity investments (229) (515) — Operating lease right-of-use assets (17,700) (4,783) (2,051) Debt discounts and derivatives — (79,845) (774) Total deferred tax liabilities (24,816) (91,754) (2,825) Net deferred tax assets prior to valuation allowance 367,590 154,318 192,003 Less: deferred tax assets valuation allowance (369,325) (158,597) (192,003) Net deferred tax assets $ (1,735) $ (4,279) $ — |
Summary of Valuation Allowance | Activity in the deferred tax assets valuation allowance is summarized as follows: (In thousands) Balance at Beginning of Year Additions Reductions / Charges Balance at End of Year Deferred tax assets valuation allowance: Year ended December 31, 2022 $ 158,597 $ 210,728 $ — $ 369,325 Year ended December 31, 2021 $ 192,003 $ — $ (33,406) $ 158,597 Year ended December 31, 2020 $ 153,635 $ 38,368 $ — $ 192,003 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: (In thousands) Balance as of December 31, 2019 $ 31,538 Increases in tax positions for prior period — Increases in tax positions during current period 1,556 Balance as of December 31, 2020 $ 33,094 Lapse of statute (6,564) Increases in tax positions for prior period — Increases in tax positions during current period 1,979 Balance as of December 31, 2021 $ 28,509 Lapse of statute (17) Increases in tax positions for prior period — Increases in tax positions during current period 2,296 Balance as of December 31, 2022 $ 30,788 |
Geographical Information (Table
Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | December 31, 2022 2021 United States $ 30,840 $ 18,537 Brazil 148,108 54,247 Europe 3,276 51 $ 182,224 $ 72,835 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) option $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Debt Instrument [Line Items] | ||||
Working capital | $ 80,800 | |||
Accumulated deficit | 2,880,178 | $ 2,357,661 | ||
Unrestricted cash and cash equivalents | 64,437 | 483,462 | $ 30,152 | |
Principal | 923,047 | $ 740,937 | ||
Principal, current maturities | 128,700 | |||
Convertible debt, current | $ 50,000 | |||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 3 | |||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (loss) from change in fair value of derivative instruments | Gain (loss) from change in fair value of derivative instruments | ||
Assurance type warranty, term | 2 years | |||
Capitalized contract cost, amortization period | 5 years | |||
Accumulated other comprehensive loss | $ 64,114 | $ 52,769 | ||
Gain (loss) on foreign exchange rates | 404 | (683) | 119 | |
Stockholders equity | (501,602) | 245,688 | (172,045) | $ (255,168) |
Additional Paid-in Capital | ||||
Debt Instrument [Line Items] | ||||
Stockholders equity | 2,455,567 | 2,656,838 | 1,957,224 | 1,543,668 |
Accumulated Deficit | ||||
Debt Instrument [Line Items] | ||||
Stockholders equity | $ (2,880,178) | (2,357,661) | (2,086,692) | $ (1,755,653) |
Cumulative Effect, Period of Adoption, Adjustment | ||||
Debt Instrument [Line Items] | ||||
Stockholders equity | (361,981) | |||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | ||||
Debt Instrument [Line Items] | ||||
Stockholders equity | (367,974) | |||
Debt increase (decrease) | 368,000 | |||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | ||||
Debt Instrument [Line Items] | ||||
Stockholders equity | 5,993 | |||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Lessee, operating lease, remaining lease term | 1 year | |||
Lessee, operating lease, renewal options | option | 1 | |||
Lessee, operating lease, renewal term | 1 year | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Lessee, operating lease, remaining lease term | 18 years | |||
Lessee, operating lease, renewal term | 5 years | |||
Other Income (Loss), Net | ||||
Debt Instrument [Line Items] | ||||
Gain (loss) on foreign exchange rates | $ (2,900) | $ 600 | $ 700 | |
Machinery, Equipment, and Fixtures | Minimum | ||||
Debt Instrument [Line Items] | ||||
Property, plant and equipment, useful life | 3 years | |||
Machinery, Equipment, and Fixtures | Maximum | ||||
Debt Instrument [Line Items] | ||||
Property, plant and equipment, useful life | 15 years | |||
Building | ||||
Debt Instrument [Line Items] | ||||
Property, plant and equipment, useful life | 30 years |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Revenue - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
DSM International B.V. | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 20% | 51% | 30% |
Sephora | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13% | ||
Firmenich | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10% |
Balance Sheet Details - Allowan
Balance Sheet Details - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Off-Balance Sheet, Credit Loss, Liability [Roll Forward] | |||
Balance at Beginning of Year | $ 945 | $ 137 | $ 45 |
Provisions | 944 | 808 | 92 |
Write-offs, Net | (894) | 0 | 0 |
Balance at End of Year | $ 995 | $ 945 | $ 137 |
Balance Sheet Details - Invento
Balance Sheet Details - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 43,043 | $ 25,733 |
Work in process | 8,028 | 6,941 |
Finished goods | 60,809 | 42,396 |
Total inventories | $ 111,880 | $ 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 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Prepayments, advances and deposits | $ 18,849 | $ 25,140 | |
Non-inventory production supplies | 8,138 | 3,956 | |
Note receivable | 6,871 | 0 | |
Recoverable taxes from Brazilian government entities | 870 | 1,188 | |
Other | 5,418 | 3,229 | |
Total prepaid expenses and other current assets | 40,146 | 33,513 | |
Debt Conversion [Line Items] | |||
Note receivable | $ 6,871 | $ 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 | ||
Interest rate per annum | 10% | ||
Contingent redemption threshold | $ 65,000 |
Balance Sheet Details - Propert
Balance Sheet Details - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 285,575 | $ 158,529 |
Less: accumulated depreciation and amortization | (103,351) | (85,694) |
Total property, plant and equipment, net | 182,224 | 72,835 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 149,413 | 51,855 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 51,426 | 45,780 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 29,389 | 0 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 10,356 | 9,174 |
Furniture and office equipment, vehicles and land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 3,979 | 3,688 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 41,012 | $ 48,032 |
Balance Sheet Details - Depreci
Balance Sheet Details - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Depreciation and amortization | $ 12,372 | $ 8,745 | $ 8,508 |
Balance Sheet Details - Goodwil
Balance Sheet Details - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 131,259 | $ 0 | |
Acquisitions | 22,231 | 133,025 | $ 0 |
Effect of currency translation adjustment | (10,915) | (1,766) | |
Ending balance | $ 142,575 | $ 131,259 | $ 0 |
Balance Sheet Details - Intangi
Balance Sheet Details - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets recorded in connection with business combinations | $ 14,600 | ||
Gross Amount | 51,296 | $ 40,243 | |
Accumulated Amortization | 4,358 | 978 | |
Net | 46,938 | 39,265 | |
Amortization of intangible assets | 4,444 | 981 | $ 0 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2023 | 5,260 | ||
2024 | 6,333 | ||
2025 | 6,464 | ||
2026 | 6,218 | ||
2027 | 5,346 | ||
Thereafter | 17,317 | ||
Net | $ 46,938 | 39,265 | |
Trademarks and trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in Years) | 10 years | ||
Gross Amount | $ 21,042 | 11,484 | |
Accumulated Amortization | 1,948 | 496 | |
Net | 19,094 | 10,988 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Net | 19,094 | 10,988 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 8,182 | 8,197 | |
Accumulated Amortization | 1,045 | 267 | |
Net | 7,137 | 7,930 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Net | $ 7,137 | 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 | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | $ 21,472 | 19,962 | |
Accumulated Amortization | 1,315 | 200 | |
Net | 20,157 | 19,762 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Net | $ 20,157 | 19,762 | |
Developed technology | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in Years) | 5 years | ||
Developed technology | 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 Amount | $ 600 | 600 | |
Accumulated Amortization | 50 | 15 | |
Net | 550 | 585 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Net | $ 550 | $ 585 |
Balance Sheet Details - Narrati
Balance Sheet Details - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Operating lease asset | $ 97,216 | $ 32,428 | |
Operating lease, liability | 88,500 | 27,500 | |
Operating lease, expense | 20,300 | 8,100 | |
Lease, cost | 1,300 | 1,100 | |
Lease, fixed future payments, total | 323,963 | ||
Operating lease, liability | 88,450 | ||
Finance lease, right-of-use asset | $ 1,600 | $ 6,800 | |
Renfield Manufacturing LLC | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Operating lease asset | $ 20,100 | ||
Lease term | 10 years | ||
Lease, fixed future payments, total | $ 37,400 | ||
Operating lease, liability | 12,000 | ||
Renfield Manufacturing LLC | Letter of Credit | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Financing receivable | $ 500 |
Balance Sheet Details - Right-o
Balance Sheet Details - Right-of-use Assets and Related Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash paid for amounts included in the measurements of operating lease liabilities | $ 15,042 | $ 7,791 |
ROU assets obtained in exchange for new operating lease obligations | $ 69,351 | $ 17,184 |
Weighted-average remaining lease term in years | 11 years 3 months 18 days | 7 years 8 months 12 days |
Weighted-average discount rate | 22.40% | 19.30% |
Balance Sheet Details - Maturit
Balance Sheet Details - Maturities of Financing and Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financing Leases | ||
2023 | $ 22 | |
2024 | 21 | |
2025 | 21 | |
2026 | 16 | |
2027 | 0 | |
Thereafter | 0 | |
Total future minimum payments | 80 | |
Less: amount representing interest | (19) | |
Present value of minimum lease payments | 61 | |
Less: current portion | (13) | $ (140) |
Long-term portion | 48 | 61 |
Operating Leases | ||
2023 | 14,705 | |
2024 | 23,767 | |
2025 | 24,120 | |
2026 | 23,466 | |
2027 | 23,849 | |
Thereafter | 214,056 | |
Total future minimum payments | 323,963 | |
Less: amount representing interest | (235,513) | |
Present value of minimum lease payments | 88,450 | |
Less: current portion | (2,255) | (7,689) |
Long-term portion | 86,195 | $ 19,829 |
2023 | 14,727 | |
2024 | 23,788 | |
2025 | 24,141 | |
2026 | 23,482 | |
2027 | 23,849 | |
Thereafter | 214,056 | |
Total future minimum payments | 324,043 | |
Less: amount representing interest | (235,532) | |
Present value of minimum lease payments | 88,511 | |
Less: current portion | (2,268) | |
Long-term portion | $ 86,243 |
Balance Sheet Details - Other A
Balance Sheet Details - Other Assets (Details) $ in Thousands | Dec. 31, 2022 USD ($) investment | Dec. 31, 2021 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Investments in equity securities | $ 7,892 | $ 0 |
Equity-method investments in affiliates | 3,000 | 9,443 |
Notes receivable, net of current portion | 671 | 0 |
Deposits | 530 | 129 |
Other | 1,811 | 994 |
Total other assets | 13,904 | $ 10,566 |
Equity method investments, decrease in carrying value | $ 6,400 | |
Equity method investments, number of equity method investments with losses incurred | investment | 2 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Payroll and related expenses | $ 18,795 | $ 9,151 |
Accrued interest | 14,639 | 9,572 |
Liability in connection with acquisition of equity-method investment | 11,275 | 8,735 |
Deferred consideration payable | 7,883 | 30,000 |
Professional services | 4,826 | 2,447 |
Asset retirement obligation | 3,763 | 3,336 |
Contract termination fees | 1,369 | 1,345 |
License fee payable | 1,050 | 1,050 |
Tax-related liabilities | 829 | 988 |
Other | 9,136 | 4,833 |
Total accrued and other current liabilities | $ 73,565 | $ 71,457 |
Balance Sheet Details - Other N
Balance Sheet Details - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Liability for deferred tax liabilities | $ 1,734 | $ 4,296 |
Contract liabilities, net of current portion | 0 | 111 |
Other | 5,319 | 103 |
Total other noncurrent liabilities | $ 7,053 | $ 4,510 |
Fair Value Measurement - Liabil
Fair Value Measurement - Liabilities Measured and Recorded at Fair Value (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 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 | $ 0 | $ 7,062 |
Embedded derivatives bifurcated from debt instruments | 5,403 | 0 |
Acquisition-related contingent consideration | 37,574 | 64,762 |
Total liabilities measured and recorded at fair value | 97,003 | 179,251 |
Foris Convertible Note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foris Convertible Note | 54,026 | 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 |
Embedded derivatives bifurcated from debt 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 |
Embedded derivatives bifurcated from debt 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 | 0 | 7,062 |
Embedded derivatives bifurcated from debt instruments | 5,403 | 0 |
Acquisition-related contingent consideration | 37,574 | 64,762 |
Total liabilities measured and recorded at fair value | 97,003 | 179,251 |
Level 3 | Foris Convertible Note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foris Convertible Note | $ 54,026 | $ 107,427 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value of Debt — Foris Convertible Note (Details) $ in Thousands | 12 Months Ended | |||
Jun. 01, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Loss upon extinguishment of debt | $ 0 | $ (32,464) | $ (51,954) | |
Present value of minimum debt payments | 923,047 | 740,937 | ||
Debt, fair value | 893,043 | 417,384 | ||
Gain (loss) from change in fair value of debt | 53,400 | (38,649) | $ (89,827) | |
Convertible Notes | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Present value of minimum debt payments | 690,000 | |||
Related Party Convertible Notes | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Present value of minimum debt payments | 50,041 | |||
Foris Convertible Note | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Gain (loss) from change in fair value of debt | 53,400 | 15,700 | ||
Foris Convertible Note | Convertible Notes | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt instrument, convertible, conversion ratio | 3 | |||
Loss upon extinguishment of debt | $ (22,000) | |||
Foris Convertible Note | Related Party Convertible Notes | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Present value of minimum debt payments | 50,041 | 50,041 | ||
Debt, fair value | $ 54,026 | $ 107,427 | ||
Foris Convertible Note | Related Party Convertible Notes | Stock price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Long-term debt, measurement input | $ / shares | 1.53 | |||
Foris Convertible Note | Related Party Convertible Notes | Discount rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Long-term debt, measurement input | 0.32 | |||
Foris Convertible Note | Related Party Convertible Notes | Risk-free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Long-term debt, measurement input | 0.0480 | |||
Foris Convertible Note | Related Party Convertible Notes | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Long-term debt, measurement input | 0.45 | |||
Foris Convertible Note | Related Party Convertible Notes | Probability of change in control | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Long-term debt, measurement input | 0 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation for Compound Embedded Derivative Liability (Details) - Derivative Liability, Debt-related $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | $ 7,062 |
Issuance of new derivative instruments | 5,403 |
Change in fair value of derivative instruments | (3,905) |
Derecognition on settlement or extinguishment | (3,157) |
Fair value, ending balance | $ 5,403 |
Fair Value Measurement - Freest
Fair Value Measurement - Freestanding Derivative Instruments (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants issued (in shares) | 28,299,487 | ||
Schottenfeld warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,900,000 | ||
Exercise price of warrants or rights (in dollars per share) | $ 0 | $ 0 | $ 2.87 |
Class of warrant or right, term | 2 years | ||
Warrants issued (in shares) | 1,253,451 | 1,253,451 | |
Fair value adjustments of warrants | $ 0.1 | ||
Derecognition on settlement or extinguishment | $ 3.2 | ||
Change in fair value of derivative instruments | $ 3.9 |
Fair Value Measurement - Input
Fair Value Measurement - Input Assumptions (Details) | Dec. 31, 2022 $ / shares year | Dec. 31, 2021 $ / shares year |
Fair value of common stock on valuation date | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1.70 | 5.41 |
Fair value of common stock on valuation date | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 4.36 | 19.10 |
Exercise price of warrants | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 2.87 | 2.87 |
Exercise price of warrants | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 2.87 | 2.87 |
Expected volatility | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1.06 | 1.07 |
Expected volatility | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 1.17 | 1.14 |
Risk-free interest rate | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.0228 | 0.0016 |
Risk-free interest rate | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.0422 | 0.0073 |
Expected term in years | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | year | 2 | 2 |
Expected term in years | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | year | 2 | 2 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0 | 0 |
Fair Value Measurement - Bifurc
Fair Value Measurement - Bifurcated Embedded Features in Debt Instruments (Details) - DSM notes - Secured Debt - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt instrument, face amount | $ 100,000,000 | |
Debt instrument, earn-out payments, repayment of debt | 50,000,000 | |
Fair value of embedded derivative liability | $ 5,400,000 | $ 0 |
Secured discount yield | 32% |
Fair Value Measurement - Acquis
Fair Value Measurement - Acquisition Related Contingent Consideration Narrative (Details) $ in Thousands | 12 Months Ended | |||
May 07, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Change in fair value of acquisition-related contingent consideration | $ 24,874 | $ 0 | $ 0 | |
Costa Brazil | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Change in fair value of acquisition-related contingent consideration | $ (61,900) | |||
Costa Brazil | Revenue Risk Adjustment | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent liability, measurement input | 0.27 | |||
Costa Brazil | Annual Revenue Volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent liability, measurement input | 0.68 | |||
Costa Brazil | EBITDA Risk Adjustment | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent liability, measurement input | 0.32 | |||
Costa Brazil | Annual EBITDA Volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent liability, measurement input | 0.85 | |||
Olika, MG Empower, and Beauty Labs Acquisition | Revenue Risk Adjustment | Minimum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent liability, measurement input | 0.015 | |||
Olika, MG Empower, and Beauty Labs Acquisition | Revenue Risk Adjustment | Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent liability, measurement input | 0.023 | |||
Olika, MG Empower, and Beauty Labs Acquisition | Annual Revenue Volatility | Minimum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent liability, measurement input | 0.125 | |||
Olika, MG Empower, and Beauty Labs Acquisition | Annual Revenue Volatility | Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent liability, measurement input | 0.15 |
Fair Value Measurement - Acqu_2
Fair Value Measurement - Acquisition Related Contingent Consideration (Details) - Contingent Consideration, Liability $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | $ 64,762 |
Additions | 440 |
Purchase accounting adjustment | (2,754) |
Change in fair value of acquisition-related contingent consideration | (24,874) |
Fair value, ending balance | 37,574 |
Less: current portion | (3,019) |
Acquisition-related contingent consideration, net of current portion | $ 34,555 |
Fair Value Measurement - Financ
Fair Value Measurement - Financial Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Combined debt amount | $ 839 | $ 310 |
Debt instrument fair value disclosure | $ 331.6 | $ 328 |
Debt - Debt Components (Details
Debt - Debt Components (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Principal | $ 923,047 | $ 740,937 |
Unaccreted Debt Discount | (33,989) | (380,939) |
Fair Value Adjustment | 3,985 | 57,386 |
Total debt | 893,043 | 417,384 |
Less: current portion | (120,802) | (108,323) |
Long-term debt, net of current portion | 772,241 | 309,061 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Principal | 690,000 | |
Unaccreted Debt Discount | (34,000) | |
Convertible Notes | 2026 convertible senior notes | ||
Debt Instrument [Line Items] | ||
Principal | 690,000 | 690,000 |
Unaccreted Debt Discount | (15,109) | (380,939) |
Fair Value Adjustment | 0 | 0 |
Total debt | 674,891 | 309,061 |
Related Party Convertible Notes | ||
Debt Instrument [Line Items] | ||
Principal | 50,041 | |
Related Party Convertible Notes | Foris Convertible Note | ||
Debt Instrument [Line Items] | ||
Principal | 50,041 | 50,041 |
Unaccreted Debt Discount | 0 | 0 |
Fair Value Adjustment | 3,985 | 57,386 |
Total debt | 54,026 | 107,427 |
Loans Payable and Credit Facilities | Other loans payable (revolving) | ||
Debt Instrument [Line Items] | ||
Principal | 1,917 | 896 |
Unaccreted Debt Discount | 0 | 0 |
Fair Value Adjustment | 0 | 0 |
Total debt | 1,917 | 896 |
Related party loans payable | ||
Debt Instrument [Line Items] | ||
Principal | 181,089 | 0 |
Unaccreted Debt Discount | (18,880) | 0 |
Fair Value Adjustment | 0 | 0 |
Total debt | 162,209 | 0 |
Related party loans payable | DSM notes | ||
Debt Instrument [Line Items] | ||
Principal | 100,000 | 0 |
Unaccreted Debt Discount | (14,108) | 0 |
Fair Value Adjustment | 0 | 0 |
Total debt | 85,892 | 0 |
Related party loans payable | Foris senior note | ||
Debt Instrument [Line Items] | ||
Principal | 81,089 | 0 |
Unaccreted Debt Discount | (4,772) | 0 |
Fair Value Adjustment | 0 | 0 |
Total debt | $ 76,317 | $ 0 |
Debt - Adoption of ASU (Details
Debt - Adoption of ASU (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders equity | $ 245,688 | $ (501,602) | $ (172,045) | $ (255,168) |
Additional Paid-in Capital | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders equity | 2,656,838 | 2,455,567 | 1,957,224 | 1,543,668 |
Accumulated Deficit | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders equity | (2,357,661) | $ (2,880,178) | $ (2,086,692) | $ (1,755,653) |
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 ($) | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Class of warrant or right, outstanding (in shares) | 28,692,646 | 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 of warrants or rights (in dollars per share) | $ 3.91 | ||
Foris senior note | Secured Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 80,000,000 | ||
Interest rate per annum | 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 of warrants or rights (in dollars per share) | $ 3.91 | ||
Warrants expiration period | 3 years | ||
Warrants and rights outstanding | $ 5,800,000 |
Debt - Issuance of DSM Term Loa
Debt - Issuance of DSM Term Loan (Details) | 12 Months Ended | ||||||
Oct. 11, 2022 USD ($) tranche | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 13, 2022 USD ($) | Dec. 12, 2022 USD ($) | Nov. 07, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||
Issuance costs incurred in connection with debt modification | $ 0 | $ 2,500,000 | $ 0 | ||||
The DSM Loan Agreement | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 100,000,000 | ||||||
Number of tranches | tranche | 3 | ||||||
Debt instrument, repayment term | 1 year | ||||||
Issuance costs incurred in connection with debt modification | $ 5,100,000 | ||||||
Reimbursable research and developments service fees | 4,000,000 | ||||||
Repayments of debt, threshold for when earns-outs become due | 30,000,000 | ||||||
Fair value of embedded derivative liability | 5,400,000 | ||||||
The DSM Loan Agreement, Tranche One | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 50,000,000 | ||||||
Interest rate per annum | 9% | ||||||
The DSM Loan Agreement, Tranche Two | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 25,000,000 | ||||||
Interest rate per annum | 9% | ||||||
The DSM Loan Agreement, Tranche Three | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 25,000,000 | $ 25,000,000 | |||||
Interest rate per annum | 12% | ||||||
The DSM Loan Agreement, Maturity on June 30, 2023 | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 25,000,000 | ||||||
The DSM Loan Agreement, Maturity on October 11, 2023 | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | 25,000,000 | ||||||
The DSM Loan Agreement, Maturity on October 11, 2024 | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | 25,000,000 | ||||||
The DSM Loan Agreement, Maturity on October 11, 2025 | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 25,000,000 |
Debt - Future Minimum Payments
Debt - Future Minimum Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
2023 | $ 164,299 | |
2024 | 95,799 | |
2025 | 37,756 | |
2026 | 700,379 | |
2027 | 0 | |
Thereafter | 0 | |
Total future minimum payments | 998,233 | |
Less: amount representing interest | (69,187) | |
Less: future conversion of accrued interest to principal | (5,999) | |
Present value of minimum debt payments | 923,047 | $ 740,937 |
Less: current portion of debt principal | (128,708) | |
Noncurrent portion of debt principal | 794,339 | |
Deferred discount and issuance costs | 33,989 | $ 380,939 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
2023 | 10,350 | |
2024 | 10,350 | |
2025 | 10,350 | |
2026 | 700,379 | |
2027 | 0 | |
Thereafter | 0 | |
Total future minimum payments | 731,429 | |
Less: amount representing interest | (41,429) | |
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 | |
Deferred discount and issuance costs | 34,000 | |
Loans Payable and Credit Facilities | ||
Debt Instrument [Line Items] | ||
2023 | 1,921 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Total future minimum payments | 1,921 | |
Less: amount representing interest | (4) | |
Less: future conversion of accrued interest to principal | 0 | |
Present value of minimum debt payments | 1,917 | |
Less: current portion of debt principal | (1,917) | |
Noncurrent portion of debt principal | 0 | |
Related Party Convertible Notes | ||
Debt Instrument [Line Items] | ||
2023 | 62,622 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Total future minimum payments | 62,622 | |
Less: amount representing interest | (12,581) | |
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 | |
Related Party Loans Payable and Credit Facilities | ||
Debt Instrument [Line Items] | ||
2023 | 89,406 | |
2024 | 85,449 | |
2025 | 27,406 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Total future minimum payments | 202,261 | |
Less: amount representing interest | (15,173) | |
Less: future conversion of accrued interest to principal | (5,999) | |
Present value of minimum debt payments | 181,089 | |
Less: current portion of debt principal | (76,750) | |
Noncurrent portion of debt principal | $ 104,339 |
Debt - Letters of Credit (Detai
Debt - Letters of Credit (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Conversion [Line Items] | |||
Letters of credit outstanding | $ 4,400 | $ 4,400 | |
Restricted cash, noncurrent | 6,090 | 4,651 | $ 961 |
Letter of Credit | |||
Debt Conversion [Line Items] | |||
Restricted cash, noncurrent | $ 4,700 | $ 4,700 |
Mezzanine Equity - Gates Founda
Mezzanine Equity - Gates Foundation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | |
Schedule of Capitalization, Equity [Line Items] | ||||
Proceeds from issuance of preferred and common stock in private placements, net of issuance costs | $ 0 | $ 0 | $ 170,037 | |
Gates Foundation Purchase Agreement | ||||
Schedule of Capitalization, Equity [Line Items] | ||||
Issuance of common stock for cash (in shares) | 292,398 | |||
Stock price (in dollars per share) | $ 17.10 | |||
Proceeds from issuance of preferred and common stock in private placements, net of issuance costs | $ 5,000 | |||
Purchase commitment | $ 5,000 |
Mezzanine Equity - Ingredion Co
Mezzanine Equity - Ingredion Contingently Redeemable Noncontrolling Interest In Subsidiary (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from capital contribution by noncontrolling interest | $ 0 | $ 10,000 | $ 0 | ||
Payments to noncontrolling interests | 0 | 4,702 | $ 0 | ||
Issuance of contingently redeemable noncontrolling interest | $ 28,520 | ||||
RealSweet | |||||
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 capital contribution by noncontrolling interest | 10,000 | ||||
Issuance of contingently redeemable noncontrolling interest | 28,500 | ||||
Amount funded | 126,000 | ||||
Purchase commitment | 155,000 | $ 8,100 | |||
RealSweet | Additional Paid-in Capital | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Decrease in noncontrolling interests | 14,500 | ||||
RealSweet | Forecast | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase commitment | $ 155,000 | ||||
RealSweet | Amyris, Inc. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Payments to noncontrolling interests | 4,000 | ||||
Intangible assets transferred | $ 14,500 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) - Registered Direct Offering and Private Placement (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 30, 2022 | Dec. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
2022 Registered Direct Offering Warrants | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrants or rights (in dollars per share) | 1.80 | |||
2022 Private Placement | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrants or rights (in dollars per share) | $ 1.80 | |||
Foris Ventures, LLC | ||||
Class of Stock [Line Items] | ||||
Percentage of outstanding stock owned by entity | 5% | |||
Registered Direct Offering and Private Placement | ||||
Class of Stock [Line Items] | ||||
Sale of stock, consideration received per transaction (in shares) | $ 50 | |||
Net proceeds from offering | $ 47.7 | |||
Registered Direct Offering and Private Placement | Common Stock | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 33,333,334 | |||
Registered Direct Offering and Private Placement | Common Stock | 2022 Registered Direct Offering and Private Placement Warrants | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 25,000,000 | |||
Registered Direct Offering | ||||
Class of Stock [Line Items] | ||||
Price per share issued (in dollars per share) | $ 1.50 | |||
Registered Direct Offering | 2022 Registered Direct Offering Warrants | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrants or rights (in dollars per share) | $ 1.80 | |||
Warrants expiration period | 5 years | |||
Registered Direct Offering | Common Stock | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 20,000,000 | |||
Registered Direct Offering | Common Stock | 2022 Registered Direct Offering Warrants | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 15,000,000 | |||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 0.75 | |||
Private Placement | Foris Ventures, LLC | ||||
Class of Stock [Line Items] | ||||
Price per share issued (in dollars per share) | $ 1.50 | |||
Private Placement | Foris Ventures, LLC | 2022 Private Placement | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrants or rights (in dollars per share) | $ 1.80 | |||
Warrants expiration period | 5 years | |||
Private Placement | Common Stock | Foris Ventures, LLC | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 13,333,334 | |||
Private Placement | Common Stock | Foris Ventures, LLC | 2022 Private Placement | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 10,000,000 | |||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 0.75 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) - Increase in Authorized Common Stock (Details) - shares | Dec. 31, 2022 | May 27, 2022 | May 26, 2022 | Dec. 31, 2021 |
Stockholders' Equity Note [Abstract] | ||||
Common stock, shares authorized (in shares) | 550,000,000 | 550,000,000 | 450,000,000 | 450,000,000 |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) - Number of Callable Shares (Details) - Convertible Notes | 12 Months Ended |
Dec. 31, 2022 shares | |
Debt Instrument [Line Items] | |
Debt instrument, convertible, number of equity instruments (in shares) | 107,054,336 |
2026 convertible senior notes | |
Debt Instrument [Line Items] | |
Debt instrument, convertible, number of equity instruments (in shares) | 86,683,389 |
Foris convertible note | |
Debt Instrument [Line Items] | |
Debt instrument, convertible, number of equity instruments (in shares) | 20,370,947 |
Stockholders_ Equity (Deficit_5
Stockholders’ Equity (Deficit) - Warrant Activity (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Class of Warrant or Right [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 3,999,855 | ||
Additional Warrants Issued (in shares) | 28,299,487 | ||
Exercises (in shares) | (3,549,786) | ||
Expiration (in shares) | (56,910) | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 2.87 | ||
Number outstanding, ending balance (in shares) | 28,692,646 | 28,692,646 | |
2022 registered direct offering warrants | |||
Class of Warrant or Right [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 15,000,000 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Number outstanding, ending balance (in shares) | 15,000,000 | 15,000,000 | |
Exercise price of warrants or rights (in dollars per share) | $ 1.80 | $ 1.80 | |
2022 PIPE warrants | |||
Class of Warrant or Right [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 10,000,000 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Number outstanding, ending balance (in shares) | 10,000,000 | 10,000,000 | |
Exercise price of warrants or rights (in dollars per share) | $ 1.80 | $ 1.80 | |
Schottenfeld warrants | |||
Class of Warrant or Right [Roll Forward] | |||
Number outstanding, beginning balance (in shares) | 0 | ||
Additional Warrants Issued (in shares) | 1,253,451 | 1,253,451 | |
Exercises (in shares) | (1,253,451) | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 2.87 | ||
Number outstanding, ending balance (in shares) | 0 | 0 | |
Exercise price of warrants or rights (in dollars per share) | $ 0 | $ 0 | $ 2.87 |
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 | ||
Expiration (in shares) | 0 | ||
Number outstanding, ending balance (in shares) | 2,046,036 | 2,046,036 | |
Exercise price of warrants or rights (in dollars per share) | $ 3.91 | $ 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) | 0 | ||
Exercises (in shares) | 0 | ||
Expiration (in shares) | 0 | ||
Number outstanding, ending balance (in shares) | 1,000,000 | 1,000,000 | |
Exercise price of warrants or rights (in dollars per share) | $ 3.25 | $ 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) | 0 | ||
Exercises (in shares) | (431,378) | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 2.87 | ||
Number outstanding, ending balance (in shares) | 0 | 0 | |
Exercise price of warrants or rights (in dollars per share) | $ 0 | $ 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) | 0 | ||
Exercises (in shares) | (960,225) | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 2.87 | ||
Number outstanding, ending balance (in shares) | 0 | 0 | |
Exercise price of warrants or rights (in dollars per share) | $ 0 | $ 0 | |
Interest rate | 6.50% | 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) | ||
Expiration (in shares) | 0 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 2.87 | ||
Number outstanding, ending balance (in shares) | 587,920 | 587,920 | |
Exercise price of warrants or rights (in dollars per share) | $ 2.87 | $ 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 | ||
Expiration (in shares) | (56,910) | ||
Number outstanding, ending balance (in shares) | 0 | 0 | |
Exercise price of warrants or rights (in dollars per share) | $ 0 | $ 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 | ||
Expiration (in shares) | 0 | ||
Number outstanding, ending balance (in shares) | 58,690 | 58,690 | |
Exercise price of warrants or rights (in dollars per share) | $ 0.15 | $ 0.15 |
Stockholders_ Equity (Deficit_6
Stockholders’ Equity (Deficit) - Warrant Exercises (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |||
Exercises of warrants to issue (in shares) | 3,549,786 | ||
Shares issued upon warrant exercises (in shares) | 3,549,786 | ||
Exercise price per share of warrants exercised (in dollars per share) | $ 2.87 | ||
Proceeds from exercise of warrants | $ 6,591 | $ 39,904 | $ 3,476 |
Consolidated Variable-interes_3
Consolidated Variable-interest Entities and Unconsolidated Investments - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | 36 Months Ended | ||||||||
Dec. 15, 2022 | Dec. 31, 2021 | Jun. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2016 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2023 | Mar. 17, 2023 | |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Proceeds from capital contribution by noncontrolling interest | $ 0 | $ 10,000 | $ 0 | ||||||||
Distribution to noncontrolling interest | 0 | 4,702 | $ 0 | ||||||||
Issuance of contingently redeemable noncontrolling interest | 14,520 | ||||||||||
Equity method investments | $ 9,443 | $ 9,443 | $ 3,000 | 9,443 | |||||||
AMF Low Carbon | License | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Revenue | 5,000 | ||||||||||
AccessBio | License | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Revenue | 9,000 | ||||||||||
Novvi LLC | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 16.10% | ||||||||||
Equity method investments | $ 2,700 | $ 2,700 | $ 0 | $ 2,700 | |||||||
AMF Low Carbon | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 40% | 40% | 40% | ||||||||
Equity method investments | $ 3,000 | $ 3,000 | 3,000 | $ 3,000 | |||||||
Loss from investments in affiliates | $ 2,000 | ||||||||||
AccessBio | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 50% | 50% | 50% | ||||||||
Equity method investments | $ 3,700 | $ 3,700 | 0 | $ 3,700 | |||||||
Loss from investments in affiliates | 4,700 | 5,300 | |||||||||
Nikko | Aprinnova JV | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 50% | ||||||||||
Amyris, Inc. | AccessBio | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Purchase commitment | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||
Minerva | AMF Low Carbon | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 60% | 60% | 60% | ||||||||
Purchase commitment | $ 7,500 | $ 7,500 | $ 7,500 | ||||||||
ImmunityBio | AccessBio | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Purchase commitment | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||
Aprinnova JV | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership percentage | 50% | ||||||||||
Proceeds from equity method investment, distribution, return of capital | $ 4,300 | ||||||||||
Payments to acquire equity method investments | 49,000 | ||||||||||
Existing distribution agreement, amount | $ 300 | ||||||||||
Ownership percentage by noncontrolling owners | 49% | ||||||||||
Aprinnova JV | Nikko | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Agreed to purchase shares (in shares) | 39 | ||||||||||
Aprinnova JV | Nissa | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Agreed to purchase shares (in shares) | 10 | ||||||||||
Aprinnova JV | Forecast | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership percentage | 99% | ||||||||||
Aprinnova JV | Nikko | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Payments to acquire business | $ 10,000 | ||||||||||
Distribution of profits period | 3 years | ||||||||||
Proceeds from equity method investment, distribution, return of capital | $ 10,000 | ||||||||||
RealSweet | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Ownership percentage | 100% | ||||||||||
Ownership percentage by noncontrolling owners | 31% | ||||||||||
Contribution by contingently redeemable noncontrolling interest | $ 28,500 | ||||||||||
Proceeds from capital contribution by noncontrolling interest | 10,000 | ||||||||||
Issuance of contingently redeemable noncontrolling interest | (14,500) | ||||||||||
Purchase commitment | 155,000 | 8,100 | |||||||||
Amount funded | $ 126,000 | ||||||||||
RealSweet | Forecast | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Purchase commitment | $ 155,000 | ||||||||||
RealSweet | Amyris, Inc. | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Distribution to noncontrolling interest | 4,000 | ||||||||||
Intangible assets transferred | $ 14,500 |
Consolidated Variable-interes_4
Consolidated Variable-interest Entities and Unconsolidated Investments - Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Assets | $ 824,932 | $ 954,298 | |
Liabilities | 1,292,642 | 675,090 | |
Variable Interest Entity, Primary Beneficiary | Aprinnova JV | |||
Related Party Transaction [Line Items] | |||
Assets | 30,373 | 27,521 | |
Liabilities | 1,857 | 5,575 | |
Variable Interest Entity, Primary Beneficiary | RealSweet | |||
Related Party Transaction [Line Items] | |||
Assets | 158,944 | 58,340 | |
Liabilities | $ 36,927 | 8,411 | |
Variable Interest Entity, Primary Beneficiary | Clean Beauty Collaborative, Inc | |||
Related Party Transaction [Line Items] | |||
Assets | 20,995 | $ 10,817 | |
Liabilities | $ 9,765 | $ 5,132 |
Consolidated Variable-interes_5
Consolidated Variable-interest Entities and Unconsolidated Investments - Noncontrolling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Balance at beginning of year | $ (751) | |||
Income (loss attributable to noncontrolling interest) | (14,861) | $ (823) | $ 4,165 | |
Distribution to noncontrolling interest | (4,702) | |||
Balance at end of year | (12,913) | (751) | ||
RealSweet | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Contribution by contingently redeemable noncontrolling interest | $ 28,500 | |||
Variable Interest Entity, Primary Beneficiary | Aprinnova JV | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Balance at beginning of year | 6,265 | 5,319 | ||
Income (loss attributable to noncontrolling interest) | 4,891 | 5,649 | ||
Distribution to noncontrolling interest | 0 | (4,703) | ||
Balance at end of year | 11,156 | 6,265 | 5,319 | |
Variable Interest Entity, Primary Beneficiary | RealSweet | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Balance at beginning of year | 28,520 | 0 | ||
Income (loss attributable to noncontrolling interest) | 483 | 0 | ||
Contribution by contingently redeemable noncontrolling interest | 0 | 28,520 | ||
Balance at end of year | 28,037 | 28,520 | 0 | |
Variable Interest Entity, Primary Beneficiary | Clean Beauty Collaborative, Inc | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Balance at beginning of year | (7,001) | (538) | ||
Income (loss attributable to noncontrolling interest) | (17,068) | (6,463) | ||
Balance at end of year | $ (24,069) | $ (7,001) | $ (538) |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders - Calculation of Basic and Diluted Net Loss Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss attributable to Amyris, Inc. | $ (528,510) | $ (270,969) | $ (331,039) |
Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock | 0 | 0 | (67,151) |
Add: loss allocated to participating securities | 0 | 507 | 15,879 |
Net loss attributable to Amyris, Inc. common stockholders | (528,510) | (270,462) | (382,311) |
Adjustment to loss allocated to participating securities | 0 | (507) | 0 |
Interest on convertible debt | 2,750 | 0 | 0 |
Gain from change in fair value of debt | (45,254) | 0 | 0 |
Gain from change in fair value of derivative instruments | (3,883) | (14,279) | 0 |
Net loss attributable to Amyris, Inc. common stockholders, diluted | $ (574,897) | $ (285,248) | $ (382,311) |
Denominator: | |||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic (in shares) | 320,752,600 | 292,343,431 | 203,598,673 |
Basic loss per share (in dollars per share) | $ (1.65) | $ (0.93) | $ (1.88) |
Effect of dilutive convertible debt (in shares) | 18,404,839 | 0 | 0 |
Effect of dilutive common stock warrants (in shares) | 176,555 | 324,200 | 0 |
Weighted-average common stock equivalents used in computing loss per share of common stock, diluted (in shares) | 339,333,994 | 292,667,631 | 203,598,673 |
Diluted loss per share (in dollars per share) | $ (1.69) | $ (0.97) | $ (1.88) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 137,907,109 | 114,626,811 | 75,800,166 |
Common stock warrants and warrant exercise rights | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 28,633,956 | 5,741,297 | 38,248,741 |
Convertible promissory notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 86,683,389 | 86,683,389 | 22,061,759 |
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) | 4,504,430 | 3,087,225 | 6,502,096 |
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) | 16,897,826 | 13,731,320 | 7,043,909 |
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) | 1,187,508 | 5,383,580 | 0 |
Preferred shares on an as-converted basis | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares) | 0 | 0 | 1,943,661 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | |||
Feb. 04, 2022 USD ($) | Oct. 31, 2021 USD ($) | Oct. 01, 2019 complaint | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Loss Contingencies [Line Items] | |||||
Liabilities recorded for agreements | $ 0 | $ 0 | |||
Renfield Manufacturing LLC | |||||
Loss Contingencies [Line Items] | |||||
Liabilities recorded for agreements | $ 0 | $ 0 | |||
Guarantor Arrangements, Agreement Term | 10 years | ||||
Letter of Credit | |||||
Loss Contingencies [Line Items] | |||||
Long-term line of credit | $ 500,000 | ||||
Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement, amount awarded from other party | $ 13,500,000 | ||||
Loss contingency, new claims filed, number | complaint | 2 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Major Product and Services (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 269,847 | $ 341,817 | $ 173,137 |
Consumer | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 176,918 | 91,988 | 51,627 |
Technology access | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 92,929 | 249,829 | 121,510 |
Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 222,323 | 149,703 | 104,338 |
Renewable Products | Consumer | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 171,484 | 91,041 | 51,627 |
Renewable Products | Technology access | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 50,839 | 58,662 | 52,711 |
Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 32,434 | 173,812 | 50,991 |
Licenses and Royalties | Consumer | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 431 | 13 | 0 |
Licenses and Royalties | Technology access | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 32,003 | 173,799 | 50,991 |
Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 15,090 | 18,302 | 17,808 |
Collaborations, Grants and Other | Consumer | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 5,003 | 934 | 0 |
Collaborations, Grants and Other | Technology access | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 10,087 | 17,368 | 17,808 |
Europe | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 43,335 | 174,893 | 76,912 |
Europe | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 20,340 | 14,323 | 17,156 |
Europe | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 15,329 | 149,800 | 50,991 |
Europe | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 7,666 | 10,770 | 8,765 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 197,956 | 141,189 | 69,201 |
North America | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 174,936 | 115,493 | 68,675 |
North America | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 17,105 | 24,012 | 0 |
North America | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 5,915 | 1,684 | 526 |
Asia | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 19,571 | 22,210 | 22,237 |
Asia | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 18,090 | 16,362 | 13,720 |
Asia | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Asia | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,481 | 5,848 | 8,517 |
South America | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 5,617 | 1,907 | 4,105 |
South America | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 5,589 | 1,907 | 4,105 |
South America | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
South America | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 28 | 0 | 0 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 3,368 | 1,618 | 682 |
Other | Renewable Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 3,368 | 1,618 | 682 |
Other | Licenses and Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Other | Collaborations, Grants and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 0 | $ 0 | $ 0 |
Revenue Recognition - DSM Ingre
Revenue Recognition - DSM Ingredients Collaboration (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 269,847 | $ 341,817 | $ 173,137 | |
Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 15,090 | 18,302 | 17,808 | |
Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 98,120 | 239,774 | 102,393 | |
Significant Revenue Agreement | Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 8,892 | 15,376 | 16,606 | |
DSM | DSM Ingredients Collaboration | ||||
Disaggregation of Revenue [Line Items] | ||||
Quarterly payments | $ 2,000 | |||
Cost target period | 12 months | |||
DSM | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 53,947 | 174,774 | 51,714 | |
DSM | Significant Revenue Agreement | Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 3,994 | $ 6,000 | $ 7,018 |
Revenue Recognition - DSM Licen
Revenue Recognition - DSM License Agreement and Contract Assignment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 269,847 | $ 341,817 | $ 173,137 | ||
Licenses and Royalties | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 32,434 | 173,812 | 50,991 | ||
Significant Revenue Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 98,120 | 239,774 | 102,393 | ||
Significant Revenue Agreement | Licenses and Royalties | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 32,003 | 173,800 | 50,991 | ||
DSM | DSM License Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Estimated total unconstrained transaction price | $ 150,000 | ||||
DSM | DSM License Agreement | Licenses and Royalties | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 143,600 | ||||
DSM | DSM License Agreement | Maximum | |||||
Disaggregation of Revenue [Line Items] | |||||
Contingent consideration | $ 235,000 | ||||
DSM | Significant Revenue Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 53,947 | 174,774 | 51,714 | ||
DSM | Significant Revenue Agreement | Licenses and Royalties | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 31,781 | $ 149,612 | $ 43,750 |
Revenue Recognition - PureCircl
Revenue Recognition - PureCircle License and Supply Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 269,847 | $ 341,817 | $ 173,137 | |
Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 98,120 | 239,774 | 102,393 | |
Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 32,434 | 173,812 | 50,991 | |
Licenses and Royalties | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 32,003 | 173,800 | 50,991 | |
RealSweet | ||||
Disaggregation of Revenue [Line Items] | ||||
Ownership percentage by noncontrolling owners | 31% | |||
Ownership percentage | 100% | |||
PureCircle | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognition, additional milestone method, payment contingency | $ 35,000 | |||
PureCircle | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,042 | 12,915 | 0 | |
PureCircle | Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 10,000 | |||
PureCircle | Licenses and Royalties | Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 158 | $ 10,000 | $ 0 | |
PureCircle | RealSweet | ||||
Disaggregation of Revenue [Line Items] | ||||
Ownership percentage by noncontrolling owners | 31% | |||
Ownership percentage | 100% |
Revenue Recognition - Revenue i
Revenue Recognition - Revenue in Connection With Significant Revenue Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 269,847 | $ 341,817 | $ 173,137 | |
Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 222,323 | 149,703 | 104,338 | |
Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 32,434 | 173,812 | 50,991 | |
Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 15,090 | 18,302 | 17,808 | |
PureCircle | Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 10,000 | |||
All Other Customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 171,727 | 102,043 | 70,744 | |
All Other Customers | Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 165,098 | 99,105 | 69,542 | |
All Other Customers | Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 431 | 12 | 0 | |
All Other Customers | Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,198 | 2,926 | 1,202 | |
Significant Revenue Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 98,120 | 239,774 | 102,393 | |
Significant Revenue Agreement | Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 57,225 | 50,598 | 34,796 | |
Significant Revenue Agreement | Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 32,003 | 173,800 | 50,991 | |
Significant Revenue Agreement | Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,892 | 15,376 | 16,606 | |
Significant Revenue Agreement | DSM | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 53,947 | 174,774 | 51,714 | |
Significant Revenue Agreement | DSM | Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 18,172 | 19,162 | 946 | |
Significant Revenue Agreement | DSM | Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 31,781 | 149,612 | 43,750 | |
Significant Revenue Agreement | DSM | Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,994 | 6,000 | 7,018 | |
Significant Revenue Agreement | Sephora | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 35,159 | 27,640 | 13,802 | |
Significant Revenue Agreement | Sephora | Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 35,159 | 27,640 | 13,802 | |
Significant Revenue Agreement | Sephora | Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | Sephora | Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | PureCircle | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,042 | 12,915 | 0 | |
Significant Revenue Agreement | PureCircle | Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,884 | 2,915 | 0 | |
Significant Revenue Agreement | PureCircle | Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 158 | 10,000 | 0 | |
Significant Revenue Agreement | PureCircle | Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | AccessBio | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 9,000 | 0 | |
Significant Revenue Agreement | AccessBio | Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | AccessBio | Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 9,000 | 0 | |
Significant Revenue Agreement | AccessBio | Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | Yifan | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,481 | 5,848 | 8,468 | |
Significant Revenue Agreement | Yifan | Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | Yifan | Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | Yifan | Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,481 | 5,848 | 8,468 | |
Significant Revenue Agreement | AMF Low Carbon | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 5,000 | 0 | |
Significant Revenue Agreement | AMF Low Carbon | Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | AMF Low Carbon | Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 5,000 | 0 | |
Significant Revenue Agreement | AMF Low Carbon | Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | Firmenich | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,481 | 4,387 | 17,802 | |
Significant Revenue Agreement | Firmenich | Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 671 | 9,967 | |
Significant Revenue Agreement | Firmenich | Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 64 | 188 | 7,241 | |
Significant Revenue Agreement | Firmenich | Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,417 | 3,528 | 594 | |
Significant Revenue Agreement | Givaudan | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10 | 210 | 10,081 | |
Significant Revenue Agreement | Givaudan | Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10 | 210 | 10,081 | |
Significant Revenue Agreement | Givaudan | Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | Givaudan | Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | DARPA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 526 | |
Significant Revenue Agreement | DARPA | Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | DARPA | Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | DARPA | Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 526 | |
Significant Revenue Agreement | Lavvan | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | Lavvan | Renewable Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | Lavvan | Licenses and Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Significant Revenue Agreement | Lavvan | Collaborations, Grants and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 0 | $ 0 | $ 0 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 45,775 | $ 37,074 |
Accounts receivable - related party, net | 6,608 | 5,667 |
Contract assets | 806 | 4,227 |
Contract assets - related party | 36,638 | 0 |
Contract liabilities | 26 | 2,530 |
Contract liabilities, noncurrent | 0 | $ 111 |
Decrease in contract liabilities | $ (2,500) |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligations (Details) | Dec. 31, 2022 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 0 |
Related Party Transactions - Re
Related Party Transactions - Related Party Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Principal | $ 923,047 | $ 740,937 |
Unaccreted Debt Discount | (33,989) | (380,939) |
Fair Value Adjustment | 3,985 | 57,386 |
Total debt | 893,043 | 417,384 |
Related Party Debt | ||
Related Party Transaction [Line Items] | ||
Principal | 231,130 | 50,041 |
Unaccreted Debt Discount | (18,880) | 0 |
Fair Value Adjustment | 3,985 | 57,386 |
Total debt | 216,235 | 107,427 |
Related Party Debt | DSM | DSM notes | ||
Related Party Transaction [Line Items] | ||
Principal | 100,000 | 0 |
Unaccreted Debt Discount | (14,108) | 0 |
Fair Value Adjustment | 0 | 0 |
Total debt | 85,892 | 0 |
Related Party Debt | Foris Ventures, LLC | ||
Related Party Transaction [Line Items] | ||
Principal | 131,130 | 50,041 |
Unaccreted Debt Discount | (4,772) | 0 |
Fair Value Adjustment | 3,985 | 57,386 |
Total debt | 130,343 | 107,427 |
Related Party Debt | Foris Ventures, LLC | Foris convertible note | ||
Related Party Transaction [Line Items] | ||
Principal | 50,041 | 50,041 |
Unaccreted Debt Discount | 0 | 0 |
Fair Value Adjustment | 3,985 | 57,386 |
Total debt | 54,026 | 107,427 |
Related Party Debt | Foris Ventures, LLC | Foris senior note | ||
Related Party Transaction [Line Items] | ||
Principal | 81,089 | 0 |
Unaccreted Debt Discount | (4,772) | 0 |
Fair Value Adjustment | 0 | 0 |
Total debt | $ 76,317 | $ 0 |
Related Party Transactions - _2
Related Party Transactions - Related Party Equity (Details) | Sep. 30, 2022 USD ($) |
Foris senior note | Related Party Debt | Foris Ventures, LLC | |
Related Party Transaction [Line Items] | |
Debt instrument, face amount | $ 80,000,000 |
Related Party Transactions - _3
Related Party Transactions - Related Party Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Revenues | $ 269,847 | $ 341,817 | $ 173,137 |
Customers Other Than Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | 215,900 | 167,043 | 121,383 |
DSM | |||
Related Party Transaction [Line Items] | |||
Revenues | 53,947 | 174,774 | 51,714 |
Daling | |||
Related Party Transaction [Line Items] | |||
Revenues | 0 | 0 | 40 |
Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | 53,947 | 174,774 | 51,754 |
Renewable Products | |||
Related Party Transaction [Line Items] | |||
Revenues | 222,323 | 149,703 | 104,338 |
Renewable Products | Customers Other Than Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | 204,151 | 130,541 | 103,352 |
Renewable Products | DSM | |||
Related Party Transaction [Line Items] | |||
Revenues | 18,172 | 19,162 | 946 |
Renewable Products | Daling | |||
Related Party Transaction [Line Items] | |||
Revenues | 0 | 0 | 40 |
Renewable Products | Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | 18,172 | 19,162 | 986 |
Licenses and Royalties | |||
Related Party Transaction [Line Items] | |||
Revenues | 32,434 | 173,812 | 50,991 |
Licenses and Royalties | Customers Other Than Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | 653 | 24,200 | 7,241 |
Licenses and Royalties | DSM | |||
Related Party Transaction [Line Items] | |||
Revenues | 31,781 | 149,612 | 43,750 |
Licenses and Royalties | Daling | |||
Related Party Transaction [Line Items] | |||
Revenues | 0 | 0 | 0 |
Licenses and Royalties | Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | 31,781 | 149,612 | 43,750 |
Collaborations, Grants and Other | |||
Related Party Transaction [Line Items] | |||
Revenues | 15,090 | 18,302 | 17,808 |
Collaborations, Grants and Other | Customers Other Than Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | 11,096 | 12,302 | 10,790 |
Collaborations, Grants and Other | DSM | |||
Related Party Transaction [Line Items] | |||
Revenues | 3,994 | 6,000 | 7,018 |
Collaborations, Grants and Other | Daling | |||
Related Party Transaction [Line Items] | |||
Revenues | 0 | 0 | 0 |
Collaborations, Grants and Other | Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenues | $ 3,994 | $ 6,000 | $ 7,018 |
Related Party Transactions - _4
Related Party Transactions - Related Party Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
DSM | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 6,608 | $ 5,667 |
Related Party Transactions - _5
Related Party Transactions - Related Party Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Amounts due to related part, current | $ 118,886 | $ 107,427 |
DSM | ||
Related Party Transaction [Line Items] | ||
Amounts due to related part, current | $ 3,500 | $ 5,200 |
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 | Dec. 31, 2022 | May 16, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Goodwill | $ 142,575 | $ 131,259 | $ 0 | |
Interfaces | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Net tangible assets (liabilities) | $ 1,474 | |||
Goodwill | 5,219 | |||
Total consideration | $ 6,693 |
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 |
Acquisitions - Onda Beauty, Ass
Acquisitions - Onda Beauty, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Apr. 11, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Goodwill | $ 142,575 | $ 131,259 | $ 0 | |
Onda Beauty Inc | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Net tangible assets (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 - 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 |
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 | Dec. 31, 2022 | Mar. 10, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Goodwill | $ 142,575 | $ 131,259 | $ 0 | |
MenoLabs LLC | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Net tangible assets (liabilities) | $ 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 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Intangible assets, other than goodwill | $ 3,600 |
Acquisitions - EcoFab LLC, Narr
Acquisitions - EcoFab LLC, Narrative (Details) - EcoFab LLC $ in Thousands | Jan. 26, 2022 USD ($) shares |
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) | shares | 1,292,776 |
Business acquisition, equity interest issued or issuable | $ 5,500 |
Noncontrolling interest recorded in connection with business combinations | $ 3,072 |
Acquisitions - EcoLab LLC, Asse
Acquisitions - EcoLab LLC, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 26, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Goodwill | $ 142,575 | $ 131,259 | $ 0 | |
EcoFab LLC | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Goodwill | $ 10,240 | |||
Less: noncontrolling interest | (3,072) | |||
Total consideration | $ 7,168 |
Acquisitions - Beauty Labs, Nar
Acquisitions - Beauty Labs, Narrative (Details) - Beauty Labs - USD ($) $ in Millions | Aug. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Consideration transferred | $ 111.9 | ||
Payments to acquire business | 13.3 | ||
Business acquisition, equity interest issued or issuable | 59.5 | ||
Deferred stock consideration | 30 | ||
Acquisition-related contingent consideration | $ 39.1 | ||
Contingent consideration, earnout payments | $ 31.3 | ||
Forecast | |||
Business Acquisition [Line Items] | |||
Contingent consideration, earnout payments | $ 31.3 |
Acquisitions - Beauty Labs, Ass
Acquisitions - Beauty Labs, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 142,575 | $ 131,259 | $ 0 | |
Beauty Labs | ||||
Business Acquisition [Line Items] | ||||
Net tangible assets (liabilities) | $ (3,948) | |||
Goodwill | 94,393 | |||
Total consideration | 111,945 | |||
Beauty Labs | Trademarks, trade names and other intellectual property | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, other than goodwill | 1,200 | |||
Beauty Labs | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, other than goodwill | $ 20,300 |
Acquisitions - MG Empower, Narr
Acquisitions - MG Empower, Narrative (Details) - MG Empower Ltd. - USD ($) $ in Millions | Aug. 11, 2021 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 14.6 | |||
Payments to acquire business | 3.1 | |||
Business acquisition, equity interest issued or issuable | 7.4 | |||
Acquisition-related contingent consideration | 4.1 | |||
Contingent consideration, earnout payments | $ 20 | |||
Other Liabilities | ||||
Business Acquisition [Line Items] | ||||
Acquisition-related contingent consideration | $ 4.1 | |||
Forecast | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration, earnout payments | $ 20 | $ 20 |
Acquisitions - MG Empower Alloc
Acquisitions - MG Empower Allocation, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 11, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 142,575 | $ 131,259 | $ 0 | |
MG Empower Ltd. | ||||
Business Acquisition [Line Items] | ||||
Net tangible assets (liabilities) | $ (1,542) | |||
Goodwill | 11,613 | |||
Total consideration | 14,571 | |||
MG Empower Ltd. | Trademarks, trade names and other intellectual property | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, other than goodwill | 1,900 | |||
MG Empower Ltd. | Customer relationships and influencer network database | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, other than goodwill | $ 2,600 |
Acquisitions - Olika, Narrative
Acquisitions - Olika, Narrative (Details) - Olika Inc. - USD ($) $ in Millions | Aug. 11, 2021 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
Consideration transferred | $ 29.6 | |
Payments to acquire business | 1.8 | |
Business acquisition, equity interest issued or issuable | 14.3 | |
Acquisition-related contingent consideration | $ 13.5 | |
Contingent consideration, earnout payments | $ 15 | |
Revenue Earnout Payments One | ||
Business Acquisition [Line Items] | ||
Contingent consideration, earnout payments | 5 | |
Revenue Earnout Payments Two | ||
Business Acquisition [Line Items] | ||
Contingent consideration, earnout payments | 5 | |
Retention Earnout Payments One | ||
Business Acquisition [Line Items] | ||
Contingent consideration, earnout payments | 2.5 | |
Retention Earnout Payments Two | ||
Business Acquisition [Line Items] | ||
Contingent consideration, earnout payments | $ 2.5 |
Acquisitions - Olika, Assets Ac
Acquisitions - Olika, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 11, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 142,575 | $ 131,259 | $ 0 | |
Olika Inc. | ||||
Business Acquisition [Line Items] | ||||
Net tangible assets (liabilities) | $ (9) | |||
Goodwill | 23,005 | |||
Total consideration | 29,596 | |||
Olika Inc. | Trademarks, trade names and other intellectual property | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, other than goodwill | 1,500 | |||
Olika Inc. | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, other than goodwill | 4,500 | |||
Olika Inc. | Patents | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, other than goodwill | $ 600 |
Acquisitions - Costa Brazil, Na
Acquisitions - Costa Brazil, Narrative (Details) - Upland 1, LLC ("Costa Brazil") $ in Thousands | May 07, 2021 USD ($) |
Business Acquisition [Line Items] | |
Percentage of voting interests acquired | 100% |
Consideration transferred | $ 11,581 |
Contingent consideration, liability, annual payment | $ 10,000 |
Contingent consideration, liability, annual payment, term | 6 years |
Contingent consideration, liability, one-time payment | $ 10,000 |
Purchase consideration | $ 11,581 |
Acquisitions - Costa Brazil Pur
Acquisitions - Costa Brazil Purchase Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
May 07, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Fair value adjustments | $ 24,874 | $ 0 | $ 0 | |
Upland 1, LLC ("Costa Brazil") | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire business | $ 314 | |||
Business acquisition, equity interest issued or issuable | 3,167 | |||
Contingent consideration | 70,000 | |||
Amyris common stock value | 73,167 | |||
Fair value adjustments | (61,900) | |||
Total consideration, Paid at Closing | 3,481 | |||
Total consideration, Contingent Consideration | 8,100 | |||
Total consideration, Total | $ 11,581 |
Acquisitions - Costa Brazil All
Acquisitions - Costa Brazil Allocation, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | May 07, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 142,575 | $ 131,259 | $ 0 | |
Upland 1, LLC ("Costa Brazil") | ||||
Business Acquisition [Line Items] | ||||
Net tangible assets (liabilities) | $ (540) | |||
Goodwill | 4,014 | |||
Total consideration | 11,581 | |||
Upland 1, LLC ("Costa Brazil") | Trademarks, trade names and other intellectual property | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, other than goodwill | 6,949 | |||
Upland 1, LLC ("Costa Brazil") | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, other than goodwill | $ 1,158 |
Stock-based Compensation - Empl
Stock-based Compensation - Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Compensating Balances [Line Items] | |||
Total stock-based compensation expense | $ 48,711 | $ 33,393 | $ 13,743 |
Cost of products sold | |||
Compensating Balances [Line Items] | |||
Total stock-based compensation expense | 307 | 295 | 0 |
Research and development | |||
Compensating Balances [Line Items] | |||
Total stock-based compensation expense | 6,472 | 5,591 | 3,871 |
Sales, general and administrative | |||
Compensating Balances [Line Items] | |||
Total stock-based compensation expense | $ 41,932 | $ 27,507 | $ 9,872 |
Stock-based Compensation - 2020
Stock-based Compensation - 2020 Equity Incentive Plans (Details) - $ / shares | Jun. 22, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding awards (in shares) | 4,504,430 | 3,087,225 | ||
Weighted average exercise price (in dollars per share) | $ 6.72 | $ 9.91 | ||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding (in shares) | 16,897,826 | 13,731,320 | ||
2020 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 30,000,000 | |||
Number of shares available for grant (in shares) | 9,190,956 | |||
2020 Equity Incentive Plan | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 10 years | |||
2020 Equity Incentive Plan | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 5 years | |||
2010 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 1,666,666 | |||
Minimum percent of exercise price to fair market value on grant date | 100% | |||
Minimum percent of exercise price to fair market value on grant date of ten percent or greater shareholder of company | 110% | |||
Minimum percent of shareholder triggering higher exercise price | 10% | |||
Percentage of outstanding shares | 5% |
Stock-based Compensation - 2010
Stock-based Compensation - 2010 Employee Stock Purchase Plan (Details) - 2010 Employee Stock Purchase Plan | 1 Months Ended | 12 Months Ended | |
May 31, 2021 shares | Dec. 31, 2022 purchasePeriod | Dec. 31, 2018 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Consecutive offering period | 1 year | ||
Number of purchase periods | purchasePeriod | 2 | ||
Purchase period | 6 months | ||
Purchase price of common stock, percent | 85% | ||
Percentage of outstanding shares | 1% | ||
Number of additional shares authorized (in shares) | 800,000 | 1,000,000 | |
Share-based compensation, expiration period | 10 years | ||
Share-based compensation, annual automatic increase term | 9 years | ||
Number of shares authorized (in shares) | 2,466,666 |
Stock-based Compensation - Ever
Stock-based Compensation - Evergreen Shares for 2020 Equity Incentive Plan and 2010 Employee Stock Purchase Plan (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 22, 2020 |
Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Ending balance (in shares) | 244,951,446 | ||
2020 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Automatic annual increase, number of shares available for grant and issuance (in shares) | 12,247,572 | ||
Automatic annual increase, percentage of total outstanding shares | 5% | ||
Number of shares authorized (in shares) | 30,000,000 | ||
2010 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Automatic annual increase, shares reserved for issuance (in shares) | 42,077 | ||
Number of shares authorized (in shares) | 1,666,666 |
Stock-based Compensation - Perf
Stock-based Compensation - Performance-based Stock Units (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2021 $ / shares shares | May 31, 2021 tranche $ / shares shares | Dec. 31, 2022 USD ($) tranche | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense (reversal) | $ | $ 48,711 | $ 33,393 | $ 13,743 | ||
Risk-free interest rate | 2.90% | 1.20% | 0.70% | ||
Expected volatility | 102% | 97% | 89% | ||
Chief Operating Officer | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Per share grant date fair value (in dollars per share) | $ / shares | $ 13.39 | ||||
Number of tranches | tranche | 6 | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 8,000 | ||||
Chief Operating Officer | Performance Shares | General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense (reversal) | $ | 5,000 | ||||
Chief Operating Officer | Performance Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | shares | 0 | ||||
Chief Operating Officer | Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | shares | 600,000 | ||||
Chief Executive Officer | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | 68,600 | ||||
Chief Executive Officer | Performance Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | shares | 0 | ||||
Chief Executive Officer | Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | shares | 6,000,000 | ||||
Chief Financial Officer | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 3,400 | ||||
Chief Financial Officer | Performance Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | shares | 0 | ||||
Chief Financial Officer | Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | shares | 300,000 | ||||
Chief Financial Officer and Chief Executive Officer | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of tranches | tranche | 4 | ||||
Share-based compensation expense (reversal) | $ | $ (1,300) | ||||
Shares cancelled and forfeited (in shares) | shares | 3,250,000 | ||||
Risk-free interest rate | 0.48% | ||||
Expected volatility | 101% | ||||
Chief Financial Officer and Chief Executive Officer | Performance Shares | General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense (reversal) | $ | $ 6,100 | ||||
Chief Financial Officer and Chief Executive Officer | Performance Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Per share grant date fair value (in dollars per share) | $ / shares | $ 9.79 | ||||
Chief Financial Officer and Chief Executive Officer | Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Per share grant date fair value (in dollars per share) | $ / shares | $ 12.93 |
Stock-based Compensation - Opti
Stock-based Compensation - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Compensating Balances [Line Items] | |||
Options granted (in shares) | 2,095,095 | 734,056 | 1,269,808 |
Weighted-average grant-date fair value per share (in dollars per share) | $ 2.97 | $ 13.54 | $ 3.75 |
Compensation expense related to stock options | $ 48,711 | $ 33,393 | $ 13,743 |
Unrecognized compensation costs | 7,500 | 7,800 | 5,200 |
Stock option | |||
Compensating Balances [Line Items] | |||
Compensation expense related to stock options | $ 3,500 | $ 1,800 | $ 1,700 |
Period for recognition | 3 years |
Stock-based Compensation - Shar
Stock-based Compensation - Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | |||
Expected dividend yield | 0% | 0% | 0% |
Risk-free interest rate | 2.90% | 1.20% | 0.70% |
Expected term (in years) | 6 years 6 months | 6 years 8 months 12 days | 6 years 10 months 24 days |
Expected volatility | 102% | 97% | 89% |
Stock-based Compensation - Sh_2
Stock-based Compensation - Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Stock Options | |||
Outstanding, beginning balance (in shares) | 3,087,225 | ||
Grants in period, (in shares) | 2,095,095 | 734,056 | 1,269,808 |
Exercised (in shares) | (36,021) | ||
Forfeited or expired (in shares) | (641,869) | ||
Outstanding, ending balance (in shares) | 4,504,430 | 3,087,225 | |
Vested or expected to vest (in shares) | 4,277,955 | ||
Exercisable shares (in shares) | 1,873,164 | ||
Weighted- average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 9.91 | ||
Granted (in dollars per share) | 2.97 | ||
Exercised (in dollars per share) | 2.84 | ||
Forfeited or expired (in dollars per share) | 10.05 | ||
Outstanding, ending balance (in dollars per share) | 6.72 | $ 9.91 | |
Vested or expected to vest (in dollars per share) | 6.86 | ||
Exercisable (in dollars per share) | $ 10.11 | ||
Weighted-average Remaining Contractual Life (in years) | |||
Outstanding (in years) | 7 years 4 months 24 days | 7 years 1 month 6 days | |
Vested or expected to vest (in years) | 7 years 3 months 18 days | ||
Exercisable (in years) | 5 years 4 months 24 days | ||
Aggregate Intrinsic Value (in thousands) | |||
Outstanding | $ 0 | $ 2,580,000 | |
Vested and expected to vest | 0 | ||
Exercisable | 0 | ||
Exercises in period, intrinsic value | $ 100,000 | $ 6,700,000 | $ 0 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units (Including Performance-based Stock Units) Activity and Expense (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense related to stock options | $ 48,711 | $ 33,393 | $ 13,743 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in period (in shares) | 8,540,083 | 10,786,300 | 4,415,209 |
Awarded (in dollars per share) | $ 3.24 | $ 12.27 | $ 3.72 |
Compensation expense related to stock options | $ 44,200 | $ 30,700 | $ 11,400 |
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 92,000 | $ 116,900 |
Stock-based Compensation - Re_2
Stock-based Compensation - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Restricted Stock Units | |||
Outstanding, beginning balance (in shares) | 13,731,320 | ||
Grants in period (in shares) | 8,540,083 | 10,786,300 | 4,415,209 |
Vested (in shares) | (3,877,029) | ||
Forfeited (in shares) | (1,496,548) | ||
Outstanding, ending balance (in shares) | 16,897,826 | 13,731,320 | |
Vested or expected to vest (in shares) | 14,135,246 | ||
Weighted- average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 9.99 | ||
Awarded (in dollars per share) | 3.24 | $ 12.27 | $ 3.72 |
Vested (in dollars per share) | 6.35 | ||
Forfeited (in dollars per share) | 6.17 | ||
Outstanding, ending balance (in dollars per share) | 7.75 | $ 9.99 | |
Vested or expected to vest (in dollars per share) | $ 7.35 | ||
Weighted-average Remaining Contractual Life (in years) | |||
Outstanding (in years) | 2 years 2 months 12 days | 2 years 9 months 18 days | |
Vested or expected to vest (in years) | 2 years 1 month 6 days |
Stock-based Compensation - ESPP
Stock-based Compensation - ESPP Activity and Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense related to stock options | $ 48,711 | $ 33,393 | $ 13,743 |
2010 Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense related to stock options | $ 1,100 | $ 900 | $ 600 |
Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of common stock upon ESPP purchase (in shares) | 722,909 | 290,063 | 357,655 |
Number of shares available for grant (in shares) | 3,430,098 | 1,046,869 |
Income Taxes - Components of In
Income Taxes - Components of Income Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (506,276) | $ (268,423) | $ (324,720) |
Foreign | (24,931) | (10,660) | (6,015) |
Net loss before income taxes | $ (531,207) | $ (279,083) | $ (330,735) |
Income Taxes - Components of Be
Income Taxes - Components of Benefit (Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 0 | $ (7,478) | $ 293 |
State | (17) | 0 | 0 |
Foreign | 4 | 0 | 0 |
Total current (benefit) provision | (13) | (7,478) | 293 |
Deferred: | |||
Federal | (467) | (326) | 0 |
State | 0 | (22) | 0 |
Foreign | (2,217) | (288) | 0 |
Total deferred (benefit) provision | (2,684) | (636) | 0 |
Total (benefit from) provision for income taxes | $ (2,697) | $ (8,114) | $ 293 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax rate | (21.00%) | (21.00%) | (21.00%) |
Change in fair value of convertible debt | (2.10%) | 2.90% | 5.70% |
Derivative liability | (0.10%) | 2.20% | 4.80% |
Federal R&D credit | (0.60%) | (0.90%) | (0.60%) |
Foreign losses | 0.30% | 0.70% | 0.40% |
IRC Section 382 limitation | 0% | (2.70%) | 0% |
Nondeductible interest | 0.10% | 0.30% | 0.50% |
Stock-based compensation | 0% | (1.50%) | 0% |
Other | 0.40% | 1.30% | 0.30% |
Change in valuation allowance | 22.50% | 15.70% | 10% |
Effective income tax rate | (0.50%) | (3.00%) | 0.10% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||||
Net operating loss carryforwards | $ 287,519 | $ 179,921 | $ 123,638 | |
Property, plant and equipment | 6,424 | 6,239 | 6,965 | |
Research and development credits | 27,332 | 22,463 | 18,279 | |
Foreign tax credit | 0 | 0 | 0 | |
Accruals and reserves | 26,689 | 10,094 | 12,003 | |
Stock-based compensation | 2,626 | 3,530 | 4,291 | |
Disallowed interest carryforward | 15,858 | 12,922 | 10,843 | |
Capitalized research and development costs | 25,958 | 10,903 | 16,390 | |
Intangible assets and other | 0 | 0 | 1,888 | |
Equity investments | 0 | 0 | 531 | |
Total deferred tax assets | 392,406 | 246,072 | 194,828 | |
Intangible assets and other | (6,887) | (6,611) | 0 | |
Equity investments | (229) | (515) | 0 | |
Operating lease right-of-use assets | (17,700) | (4,783) | (2,051) | |
Debt discounts and derivatives | 0 | (79,845) | (774) | |
Total deferred tax liabilities | (24,816) | (91,754) | (2,825) | |
Net deferred tax assets prior to valuation allowance | 367,590 | 154,318 | 192,003 | |
Less: deferred tax assets valuation allowance | (369,325) | (158,597) | (192,003) | $ (153,635) |
Net deferred tax assets | $ (1,735) | $ (4,279) | $ 0 |
Income Taxes - Activity in the
Income Taxes - Activity in the Deferred Tax Assets Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Tax Assets [Roll Forward] | |||
Balance at Beginning of Year | $ 158,597 | $ 192,003 | $ 153,635 |
Additions | 210,728 | 0 | 38,368 |
Reductions / Charges | 0 | (33,406) | 0 |
Balance at End of Year | $ 369,325 | $ 158,597 | $ 192,003 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Apr. 11, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 08, 2021 | |
Income Tax Contingency [Line Items] | |||||
Deferred tax asset, valuation allowance, addition | $ 210,728,000 | $ 0 | $ 38,368,000 | ||
Deferred tax asset, valuation allowance, reductions and charges | 0 | 33,406,000 | 0 | ||
Deferred tax liability | 1,735,000 | 4,279,000 | 0 | ||
Income tax penalties and interest accrued | 0 | 0 | 300,000 | ||
Unrecognized tax benefits that would impact effective tax rate | 0 | $ 0 | $ 0 | ||
State and Local Jurisdiction | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | 291,000,000 | ||||
Foreign Tax Authority | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | 70,000,000 | ||||
Internal Revenue Service (IRS) | Domestic Tax Authority | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | 1,200,000,000 | ||||
Internal Revenue Service (IRS) | Domestic Tax Authority | Research Tax Credit Carryforward | |||||
Income Tax Contingency [Line Items] | |||||
Tax credit carryforward, amount | 11,000,000 | ||||
California Franchise Tax Board | State and Local Jurisdiction | Research Tax Credit Carryforward | |||||
Income Tax Contingency [Line Items] | |||||
Tax credit carryforward, amount | $ 21,000,000 | ||||
Onda Beauty Inc | |||||
Income Tax Contingency [Line Items] | |||||
Deferred tax liability | $ 467,000 | ||||
Release in valuation allowance | $ 348,000 | ||||
MG Empower and Beauty Labs | |||||
Income Tax Contingency [Line Items] | |||||
Deferred tax liability | $ 4,300,000 |
Income Taxes - Uncertain Tax Be
Income Taxes - Uncertain Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 28,509 | $ 33,094 | $ 31,538 |
Lapse of statute | (17) | (6,564) | |
Increases in tax positions for prior period | 0 | 0 | 0 |
Increases in tax positions during current period | 2,296 | 1,979 | 1,556 |
Ending balance | $ 30,788 | $ 28,509 | $ 33,094 |
Geographical Information (Detai
Geographical Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 182,224 | $ 72,835 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 30,840 | 18,537 |
Brazil | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 148,108 | 54,247 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 3,276 | $ 51 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 21, 2023 | Mar. 17, 2023 | Mar. 10, 2023 | Dec. 31, 2016 |
Aprinnova JV | ||||
Subsequent Event [Line Items] | ||||
Ownership percentage | 50% | |||
Forecast | Aprinnova JV | ||||
Subsequent Event [Line Items] | ||||
Ownership percentage | 99% | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Payments for asset purchase agreement | $ 200,000,000 | |||
Earn-out payments | $ 150,000,000 | |||
Earn-out payments period | 3 years | |||
Subsequent Event | Perrara Bridge Loan | Affiliated Entity | Bridge Loan | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, face amount | $ 50,000,000 | |||
Subsequent Event | Forecast | Aprinnova JV | ||||
Subsequent Event [Line Items] | ||||
Equity method investment, ownership percentage acquired | 49% |