Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | GINKGO BIOWORKS HOLDINGS, INC. | |
Entity Tax Identification Number | 87-2652913 | |
Entity Central Index Key | 0001830214 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-40097 | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Local Phone Number | 422-5362 | |
Entity Address, State or Province | MA | |
Entity Address, Address Line One | 27 Drydock Avenue | |
Entity Address, Address Line One | 8th Floor | |
Entity Address, City or Town | Boston | |
Entity Address, Postal Zip Code | 02210 | |
City Area Code | 877 | |
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | DNA.WS | |
Title of 12(b) Security | Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | DNA | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 1,354,642,123 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 385,337,742 | |
Non-Voting Class C common stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 200,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,302,603 | $ 1,550,004 |
Accounts receivable, net | 113,661 | 131,544 |
Accounts receivable - related parties | 2,095 | 4,598 |
Inventory, net | 5,860 | 3,362 |
Prepaid expenses and other current assets ($6,500 and and $0 from related party) | 37,784 | 33,537 |
Total current assets | 1,462,003 | 1,723,045 |
Property and equipment, net | 187,577 | 145,770 |
Investments | 96,310 | 102,037 |
Equity method investments | 4,135 | 13,194 |
Intangible assets, net | 47,938 | 21,642 |
Goodwill | 28,804 | 21,312 |
Other non-current assets | 43,928 | 43,990 |
Total Assets | 1,870,695 | 2,070,990 |
Current liabilities: | ||
Accounts payable | 11,323 | 8,189 |
Deferred revenue ($8,518 and $12,502 from related parties) | 40,505 | 33,240 |
Accrued expenses and other current liabilities | 72,990 | 93,332 |
Total current liabilities | 124,818 | 134,761 |
Non-current liabilities: | ||
Deferred rent, net of current portion | 21,001 | 18,746 |
Deferred revenue, net of current portion ($137,577 and $148,319 from related parties) | 150,637 | 155,991 |
Lease financing obligation | 59,842 | 22,283 |
Warrant liabilities | 39,739 | 135,838 |
Other non-current liabilities | 34,922 | 35,992 |
Total Liabilities | 430,959 | 503,611 |
Commitments and contingencies (Note 8) | ||
Shareholders' equity: | ||
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; none issued | 0 | 0 |
Common stock, $0.0001 par value (Note 6) | 165 | 161 |
Additional paid-in capital | 5,668,791 | 3,804,844 |
Accumulated deficit | (4,226,310) | (2,297,925) |
Accumulated other comprehensive loss | (7,910) | (1,715) |
Total Ginkgo Bioworks Holdings, Inc. stockholders equity | 1,434,736 | 1,505,365 |
Non-controlling interest | 5,000 | 62,014 |
Total stockholders equity | 1,439,736 | 1,567,379 |
Total Liabilities and Shareholders' Equity | $ 1,870,695 | $ 2,070,990 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid expenses and other current assets, related party | $ 6,177 | $ 0 |
Deferred revenue from related parties | 11,461 | 12,502 |
Deferred revenue, net of current portion from related parties | $ 127,586 | $ 148,319 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 200,000,000 | 200,000,000 |
Preferred stock shares issued | 0 | 0 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Biosecurity revenue: | |||||
Total Revenue | $ 66,398 | $ 77,610 | $ 379,421 | $ 165,343 | |
Costs and operating expenses: | |||||
In-process research and development | 259,580 | 53,021 | 871,488 | 164,637 | |
General and administrative expenses | 435,184 | 28,959 | 1,308,379 | 81,326 | |
Total operating expenses | 719,419 | 104,282 | 2,353,865 | 309,075 | |
Loss from operations | (653,021) | (26,672) | (1,974,444) | (143,732) | |
Other (expense) income: | |||||
Interest income (expense), net | 5,820 | (528) | 7,097 | (1,481) | |
Loss on equity method investments | (22,711) | (39,651) | (53,764) | (72,621) | |
(Loss) gain on investments | (1,758) | (12,368) | (39,981) | 3,009 | |
Change in fair value of warrant liabilities | (12,445) | (18,482) | 96,099 | (18,482) | |
Gain on deconsolidation of subsidiaries | 15,989 | 0 | 31,889 | 0 | |
Other (expense) income, net | (957) | (4,911) | 629 | 863 | |
Total other (expense) income, net | (16,062) | (75,940) | 41,969 | (88,712) | |
Loss before income taxes | (669,083) | (102,612) | (1,932,475) | (232,444) | |
Income tax benefit | (28) | (207) | (257) | (797) | |
Net Loss | (669,055) | (102,405) | (1,932,218) | (231,647) | |
Net loss attributable to non-controlling interest | 0 | (524) | (3,833) | (2,256) | |
Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders | $ (669,055) | $ (101,881) | $ (1,928,385) | $ (229,391) | |
Net loss per share attributable to Ginkgo Bioworks Holdings, Inc. common stockholders, basic | $ (0.41) | $ (0.08) | $ (1.19) | $ (0.18) | |
Net loss per share attributable to Ginkgo Bioworks Holdings, Inc. common stockholders, diluted | $ (0.41) | $ (0.08) | $ (1.19) | $ (0.18) | |
Weighted Average Number of Shares Outstanding, Basic | 1,630,910,628 | 1,323,574,063 | 1,619,790,335 | 1,302,253,729 | |
Weighted Average Number of Shares Outstanding, Diluted | 1,630,910,628 | 1,323,574,063 | 1,619,790,335 | 1,302,253,729 | |
Comprehensive loss: | |||||
Net loss | $ (669,055) | $ (102,405) | $ (1,932,218) | $ (231,647) | |
Other comprehensive loss: | |||||
Foreign currency translation adjustments | (2,414) | (877) | (6,195) | (877) | |
Total other Comprehensive Loss | (2,414) | (877) | (6,195) | (877) | |
Comprehensive loss | (671,469) | (103,282) | (1,938,413) | (232,524) | |
Product [Member] | |||||
Biosecurity revenue: | |||||
Total Revenue | 5,190 | 8,492 | 23,024 | 14,622 | |
Costs and operating expenses: | |||||
Cost of Biosecurity revenue | 2,660 | 3,430 | 13,199 | 15,185 | |
Service [Member] | |||||
Biosecurity revenue: | |||||
Total Revenue | 36,529 | 34,381 | 265,988 | 71,888 | |
Costs and operating expenses: | |||||
Cost of Biosecurity revenue | 21,995 | 18,872 | 160,799 | 47,927 | |
Foundry Revenue [Member] | |||||
Biosecurity revenue: | |||||
Total Revenue | [1] | $ 24,679 | $ 34,737 | $ 90,409 | $ 78,833 |
[1] Includes related party revenue of $ 10,032 and $ 13,124 for the three months ended September 30, 2022 and 2021, respectively, and $ 31,557 and $ 36,746 for the nine months ended September 30, 2022 and 2021, respectively. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue from Related Parties | $ 10,032 | $ 13,124 | $ 31,557 | $ 36,746 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Series D Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] Series B Convertible Preferred Stock [Member] | Common Stock [Member] Series D Convertible Preferred Stock [Member] | Common Stock [Member] Series E Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Series D Convertible Preferred Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2020 | $ 470,052 | $ 129 | $ 929,125 | $ (467,878) | $ 0 | $ 8,676 | |||||
Beginning balance, Shares at Dec. 31, 2020 | 1,288,595,876 | ||||||||||
Issuance of common stock upon exercise or vesting of equity awards | 41 | 41 | |||||||||
Issuance of common stock upon exercise or vesting of equity awards, Shares | 4,402,484 | ||||||||||
Issuance of warrants to purchase Series D convertible preferred stock | $ 300 | $ 300 | |||||||||
Issuance of common stock upon exercise of Public Warrants, Shares | 242,163 | 771,545 | 408,497 | ||||||||
Issuance of common stock for business acquisitions | 15,160 | 15,160 | |||||||||
Issuance of common stock for business acquisitions, shares | 1,633,937 | ||||||||||
Issuance of common stock upon reverse recapitalization, net of offering costs Shares | 193,365,636 | ||||||||||
Issuance of common stock upon reverse recapitalization, net of offering costs | 1,509,629 | $ 19 | 1,509,610 | ||||||||
Assumption of Public and Private Placement Warrants | (194,453) | (194,453) | |||||||||
Non Controlling Interest Contributions. | 60,000 | 60,000 | |||||||||
Stock-based compensation expense | 14,764 | 14,764 | |||||||||
Foreign currency translation | (877) | (877) | |||||||||
Founder shares repurchase, Shares | (2,707,280) | ||||||||||
Founder shares repurchase | 24,998 | (24,998) | |||||||||
Net loss | (231,647) | (229,391) | (2,256) | ||||||||
Ending balance at Sep. 30, 2021 | 1,617,971 | $ 148 | 2,249,549 | (697,269) | (877) | 66,420 | |||||
Ending balance, Shares at Sep. 30, 2021 | 1,486,712,858 | 408,497 | |||||||||
Beginning balance at Jun. 30, 2021 | 355,786 | $ 129 | 944,101 | (595,388) | 0 | 6,944 | |||||
Beginning balance, Shares at Jun. 30, 2021 | 1,293,465,345 | ||||||||||
Issuance of common stock upon exercise or vesting of equity awards | 2 | 2 | |||||||||
Issuance of common stock upon exercise or vesting of equity awards, Shares | 304,560 | ||||||||||
Issuance of warrants to purchase Series D convertible preferred stock | 15,160 | 15,160 | |||||||||
Issuance of common stock upon exercise of Public Warrants, Shares | 242,163 | 2,707,280 | |||||||||
Issuance of common stock for business acquisitions, shares | 1,633,937 | ||||||||||
Issuance of common stock upon reverse recapitalization, net of offering costs Shares | 193,365,636 | ||||||||||
Issuance of common stock upon reverse recapitalization, net of offering costs | 1,509,629 | $ 19 | 1,509,610 | ||||||||
Assumption of Public and Private Placement Warrants | (194,453) | (194,453) | |||||||||
Non Controlling Interest Contributions. | 60,000 | 60,000 | |||||||||
Stock-based compensation expense | 127 | 127 | |||||||||
Foreign currency translation | (877) | (877) | |||||||||
Founder shares repurchase | 24,998 | (24,998) | |||||||||
Net loss | (102,405) | (101,881) | (524) | ||||||||
Ending balance at Sep. 30, 2021 | 1,617,971 | $ 148 | 2,249,549 | (697,269) | (877) | 66,420 | |||||
Ending balance, Shares at Sep. 30, 2021 | 1,486,712,858 | 408,497 | |||||||||
Beginning balance at Dec. 31, 2021 | 1,567,379 | $ 161 | 3,804,844 | (2,297,925) | (1,715) | 62,014 | |||||
Beginning balance, Shares at Dec. 31, 2021 | 1,611,392,152 | ||||||||||
Issuance of common stock upon exercise or vesting of equity awards | 123 | $ 3 | 120 | ||||||||
Issuance of common stock upon exercise or vesting of equity awards, Shares | 29,024,484 | ||||||||||
Tax withholdings related to net share settlement of equity awards, Shares | (295,621) | ||||||||||
Tax withholdings related to net share settlement of equity awards | (981) | (981) | |||||||||
Issuance of common stock upon exercise of Public Warrants, Shares | 30 | ||||||||||
Issuance of common stock for business acquisitions | 27,720 | $ 1 | 27,719 | ||||||||
Issuance of common stock for business acquisitions, shares | 8,142,179 | ||||||||||
Deconsolidation of subsidiary | (55,408) | (55,408) | |||||||||
Stock-based compensation expense | 1,839,316 | 1,837,089 | 2,227 | ||||||||
Foreign currency translation | (6,195) | (6,195) | |||||||||
Net loss | (1,932,218) | (1,928,385) | (3,833) | ||||||||
Ending balance at Sep. 30, 2022 | 1,439,736 | $ 165 | 5,668,791 | (4,226,310) | (7,910) | 5,000 | |||||
Ending balance, Shares at Sep. 30, 2022 | 1,648,263,224 | ||||||||||
Beginning balance at Jun. 30, 2022 | 1,567,056 | $ 164 | 5,098,018 | (3,557,255) | (5,496) | 31,625 | |||||
Beginning balance, Shares at Jun. 30, 2022 | 1,635,634,269 | ||||||||||
Issuance of common stock upon exercise or vesting of equity awards | 45 | $ 1 | 44 | ||||||||
Issuance of common stock upon exercise or vesting of equity awards, Shares | 10,041,136 | ||||||||||
Issuance of common stock for business acquisitions | 7,592 | $ 0 | 7,592 | ||||||||
Issuance of common stock for business acquisitions, shares | 2,587,819 | ||||||||||
Deconsolidation of subsidiary | (26,625) | (26,625) | |||||||||
Stock-based compensation expense | 563,137 | 563,137 | 0 | ||||||||
Foreign currency translation | (2,414) | (2,414) | |||||||||
Net loss | (669,055) | (669,055) | 0 | ||||||||
Ending balance at Sep. 30, 2022 | $ 1,439,736 | $ 165 | $ 5,668,791 | $ (4,226,310) | $ (7,910) | $ 5,000 | |||||
Ending balance, Shares at Sep. 30, 2022 | 1,648,263,224 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (1,932,218) | $ (231,647) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 28,602 | 21,073 |
Stock-based compensation | 1,822,472 | 14,764 |
Loss on equity method investments | 53,764 | 72,621 |
Loss (gain) on investments | 39,981 | (3,009) |
Non-cash customer consideration | (18,139) | (12,562) |
Change in fair value of notes receivable | (269) | 1,196 |
Change in fair value of warrant liabilities | (96,099) | 18,482 |
Gain on deconsolidation of subsidiaries (Note 5) | (31,889) | 0 |
In-process research and development | 1,162 | 0 |
Loss on disposal of equipment | 3,091 | 0 |
Other non-cash activity | 303 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable ($4,598 and $(838) from related parties) | 20,521 | (28,670) |
Prepaid expenses and other current assets | 8,347 | 5,565 |
Inventory | (2,498) | (738) |
Other non-current assets | 144 | (35) |
Accounts payable | 3,893 | (2,771) |
Accrued expenses and other current liabilities | (15,637) | 29,599 |
Deferred revenue, current and non-current ($(14,667) and $(9,995) from related parties) | (35,365) | (5,538) |
Deferred rent, non-current | 2,255 | 4,320 |
Other non-current liabilities | 82 | 29,073 |
Net cash used in operating activities | (147,497) | (88,277) |
Cash flows from investing activities: | ||
Purchase of convertible note (related party) | (10,000) | 0 |
Purchases of property and equipment | (26,626) | (51,407) |
Purchase of investment in equity securities | (3,691) | (5,000) |
Deconsolidation of subsidiaries - cash | (55,721) | 0 |
Business and asset acquisitions, net of cash acquired | (657) | (21,382) |
Other | (439) | 304 |
Net cash used in investing activities | (97,134) | (77,485) |
Cash flows from financing activities: | ||
Proceeds from reverse recapitalization, net of redemptions of $867,253 and offering costs of $106,838 | 0 | 1,510,909 |
Proceeds from exercise of stock options | 120 | 41 |
Taxes paid related to net share settlement of equity awards | (981) | 0 |
Repurchase of Founder shares | 0 | (24,998) |
Principal payments on capital leases and lease financing obligation | (1,082) | (764) |
Non-controlling interest contributions | 0 | 60,000 |
Contingent consideration payment | (521) | 0 |
Payment of equity offering issuance costs | (132) | 0 |
Net cash (used in) provided by financing activities | (2,596) | 1,545,188 |
Effect of foreign exchange rates on cash and cash equivalents | (191) | (8) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (247,418) | 1,379,418 |
Cash and cash equivalents, beginning of period | 1,550,004 | 380,801 |
Restricted cash, beginning of period | 42,924 | 5,076 |
Cash, cash equivalents and restricted cash, beginning of period | 1,592,928 | 385,877 |
Cash and cash equivalents, end of period | 1,302,603 | 1,739,056 |
Restricted cash, end of period | 42,907 | 26,239 |
Cash, cash equivalents, and restricted cash, end of period | 1,345,510 | 1,765,295 |
Supplemental disclosure of non-cash financing activities: | ||
Purchases of equipment through capital leases | 1,268 | 1,981 |
Purchases of property and equipment included in accounts payable and accrued expenses | 7,959 | 2,434 |
Equity received in related parties | 8,873 | 60,054 |
Convertible financial instruments received for Foundry services | 13,689 | 0 |
Equity securities and warrants received for Foundry services | 3,423 | 10,000 |
Lease financing obligation for build-to-suit lease | 37,901 | 0 |
Common stock issued for business acquisitions | 24,607 | 15,087 |
Initial fair value of warrant liabilities | 0 | 194,453 |
Contingent consideration for acquisitions | 13,150 | 0 |
Deferred offering and acquisitions costs in accounts payable and accrued expense | $ 1,660 | $ 1,280 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||
Accounts Receivable From Related Parties | $ 4,598 | $ (838) |
Deferred revenue from related parties | (21,774) | 54,632 |
Offering costs | $ 867,253 | $ 106,838 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 1. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission and generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting. Accordingly, certain detailed footnote disclosures which would normally be included with complete financial statements have been omitted. In the opinion of management, all normal recurring adjustments necessary for a fair presentation have been made. These condensed consolidated financial statements should be read in conjunction with the Company's 2021 Annual Report on Form 10-K. Interim results are not necessarily indicative of results for a full year. On September 16, 2021, Soaring Eagle Acquisition Corp. (“SRNG”) consummated the merger transaction contemplated by the agreement and plan of merger, dated as of May 11, 2021, and amended on May 14, 2021 (the “Merger Agreement”), by and among SRNG, SEAC Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Ginkgo Bioworks, Inc., a Delaware corporation (“Old Ginkgo”), whereby Merger Sub merged with and into Old Ginkgo, the separate corporate existence of Merger Sub ceased and Old Ginkgo survived the merger as a wholly owned subsidiary of SRNG (the “Business Combination”). In connection with the consummation of the Business Combination, SRNG changed its name to “Ginkgo Bioworks Holdings, Inc.” and, among other transactions contemplated by the Merger Agreement, the existing equity holders of Old Ginkgo exchanged their equity interests of Old Ginkgo for equity interests of Ginkgo Bioworks Holdings, Inc. The Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, SRNG was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Ginkgo issuing stock for the net assets of SRNG, accompanied by a recapitalization. The net assets of SRNG are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Old Ginkgo. The shares and corresponding capital amounts and loss per share related to Old Ginkgo’s outstanding convertible preferred stock and common stock prior to the Reverse Recapitalization have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, majority owned subsidiaries and variable interest entities if the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent liabilities in the condensed consolidated financial statements. Estimates used in the preparation of these condensed consolidated financial statements include, among others, revenue recognition, stock-based compensation, the fair value of assets acquired and liabilities assumed in a business combination, the fair value of non-cash consideration received from customers, the fair value of notes receivable, the fair value of certain investments including equity method investments, the fair value of warrant liabilities, the allocation of equity method investment losses under the hypothetical liquidation at book value (“HLBV”) method, accrued expenses and income taxes. Actual results could differ materially from those estimates. Significant Accounting Policies There have been no new or material changes to the Company’s significant accounting policies during the three and nine months ended September 30, 2022 as compared to the significant accounting policies described in Note 2 to the Company's 2021 consolidated financial statements included in the 2021 Annual Report on Form 10-K. Recently Adopted Accounting Pronouncements The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, under which it may take advantage of an extended transition period for complying with new or revised accounting standards until such time as those standards apply to private companies. The Company has elected not to opt out of this extended transition period and, as a result, these condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. ASU 2021-08 generally should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree's financial statements. Prior to this update, such amounts were recognized by the acquirer at fair value on the acquisition date. The Company early adopted the requirements of ASU 2021-08 to apply the amendments prospectively to all business combinations that occurred on or after April 1, 2022. Recently Issued Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . This standard 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. It also introduces required disclosures for equity securities subject to contractual sale restrictions. This standard becomes effective for the Company on January 1, 2024, with early adoption permitted. The Company is considering the impact of this pronouncement on the financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification (“ASC 842”), which has been clarified and amended by various subsequent updates. ASC 842 requires lessees to record a right-of-use (“ROU”) asset and a lease liability on the balance sheet for all leases with a lease term of more than 12 months. ASC 842 also requires additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. The Company plans to adopt ASC 842 for the fiscal year ending December 31, 2022, and for interim periods within the fiscal year beginning on January 1, 2023. In connection with the adoption of ASC 842, the Company will apply the modified retrospective approach and recognize a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption. The Company has elected to apply the package of practical expedients that allows for not reassessing (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification of any expired or existing leases, and (iii) the accounting for initial direct costs for any existing leases. The Company has also elected, by class of underlying asset, not to apply the recognition requirements of ASC 842 to short-term leases. While the Company continues to assess the various impacts of adoption, the most significant effects will primarily relate to (1) the recognition of an ROU asset and lease liability on the balance sheet for the Company’s existing operating leases; and (2) providing significant new disclosures about leasing activities. The Company does not anticipate that the adoption of ASC 842 will have a material impact on its results of operations and cash flows. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 2. Acquisitions Business Combinations FGen On April 1, 2022, the Company acquired all of the outstanding equity interests of FGen AG (“FGen”), a company organized under the laws of Switzerland that specializes in strain development and optimization. FGen has developed an ultra-high-throughput screening platform built on nanoliter reactor technology which the Company believes will enhance its cell screening capabilities and potentially increase the likelihood of finding enzymes, pathways, and strains or cell lines that perform to diverse cell program specifications. The Company accounted for the transaction as a business combination under ASC 805, Business Combinations . Accordingly, the assets and liabilities acquired were recorded at their estimated fair value on the date of acquisition. FGen's results of operations have been included in the condensed consolidated statements of operations and comprehensive loss since the date of acquisition and were not material to the Company’s results of operations for the three and nine months ended September 30, 2022. The FGen acquisition does not represent a material business combination and, therefore, pro forma financial information is not provided. The consideration paid was comprised of common stock and contingent consideration as follows (in thousands): Fair value of Class A common stock $ 17,015 Contingent consideration - restricted stock 3,842 Contingent consideration - milestones 8,464 Total FGen consideration $ 29,321 The Company issued 5,749,957 shares of its Class A common stock on the acquisition date comprised of 4,051,107 unrestricted shares valued at $ 17.0 million based on the closing market price of $ 4.20 and 1,698,850 restricted shares classified as contingent consideration and subject to vesting conditions. The contingent consideration in the form of restricted stock was valued at $ 3.8 million as of the acquisition date based on management’s estimate of the number of shares expected to vest and the closing market price of $ 4.20 . The restricted shares were issued in three tranches with separate vesting conditions. Tranches 1 and 2 vest based on the price difference between the 15-day volume weighted average price (“VWAP”) of Ginkgo’s Class A common stock calculated on the date immediately prior to closing and the 15-day VWAP calculated on the date immediately prior to Ginkgo’s filing of the registration statement to register the unrestricted shares. The contingency was resolved on April 4, 2022 when the Company filed its Form S-1 registration statement and a total of 461,200 shares vested and 584,246 shares were forfeited related to tranches 1 and 2. The remaining 653,404 tranche 3 restricted shares will vest on the 24-month anniversary of the closing, provided, however, that the number of shares that vest will be reduced by any post-closing purchase price adjustments and indemnity claims. The estimated fair value of tranche 1 and 2 shares on the registration statement date was $ 1.9 million, which was reclassified from a liability into stockholders’ equity upon the determination of the number of shares that vested. The Company recognized a $ 0.8 million loss on the change in fair value of the contingent consideration related to tranche 1 and 2, which is included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2022. As part of the acquisition, the Company is required to make milestone payments up to a maximum of $ 25.0 million, with $ 20.0 million payable based on the successful integration and deployment of the FGen technology across the Company's programs over a 36-month period and $ 5.0 million payable to certain employees based on continuing service. The milestones are payable in cash or Class A common stock at the election of the Company. The $5.0 million payable to employees is accounted for separately from the business combination as post combination compensation expense to be recognized over the requisite service period. The fair value of the $20.0 million in contingent consideration on the acquisition date was determined using a scenario-based method. The significant assumptions used include the expected time of achievement and probability of success related to each milestone and a discount rate. The Company allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. The fair value estimates for the purchase price allocation are considered preliminary and subject to adjustment during the measurement period, not to exceed one year after the date of acquisition. During the three months ended September 30, 2022, the Company recorded a $ 0.7 million measurement period adjustment related to deferred income taxes. The intangible assets acquired consist of FGen's developed technology which was measured at fair value using the multi-period excess earnings method under the income approach. Under this method, an intangible asset's fair value is equal to the present value of the incremental after-tax cash flows attributable only to the intangible asset after deducting charges representing the contribution of other assets to those cash flows. The significant assumptions used include the estimated annual net cash flows (including revenue growth rates, EBITDA and EBIT margins, applicable tax rate, and contributory asset charges), a discount rate, and the tax amortization benefit. Goodwill represents the amount by which the purchase price exceeds the estimated fair value of the net assets acquired and primarily reflects the value of future programs expected to arise after the acquisition. The Company incurred $ 1.7 million of acquisition-related costs which were included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date (in thousands): Preliminary Allocation Measurement Period Adjustment Adjusted Allocation Cash and cash equivalents $ 1,430 $ — $ 1,430 Accounts receivable 144 — 144 Other non-current assets 10 — 10 Property and equipment 146 — 146 Intangible assets (1) 21,100 — 21,100 Goodwill (2) 11,001 ( 726 ) 10,275 Accounts payable and accrued expenses ( 29 ) — ( 29 ) Deferred revenue ( 104 ) — ( 104 ) Deferred tax liability ( 4,377 ) 726 ( 3,651 ) Net assets acquired $ 29,321 $ — $ 29,321 (1) Estimated useful life of 15 years. (2) Non-deductible for tax purposes . Dutch DNA On July 1, 2021, the Company acquired 100 % of the outstanding capital stock of Dutch DNA Biotech B.V. (“Dutch DNA”), a company based in the Netherlands with a proprietary platform technology focused on the development of fungal strains and fermentation processes for the production of proteins and organic acids. The acquisition date fair value of the consideration transferred totaled $ 35.3 million and consisted of $ 11.4 million in cash, 1,633,937 shares of Ginkgo Class A common stock valued at $ 15.1 million and $ 8.8 million in contingent consideration. The acquisition was accounted for in accordance with ASC 805, Business Combinations . The Company incurred $ 0.6 million of acquisition-related costs which were included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date (in thousands): Preliminary Allocation Measurement Period Adjustments (3) Final Allocation Cash $ 387 $ — $ 387 Accounts receivable 149 — 149 Prepaid expenses and other current assets 170 — 170 Property, plant and equipment 234 — 234 Intangibles (1) 20,500 — 20,500 Goodwill (2) 15,177 4,839 20,016 Accounts payable ( 194 ) — ( 194 ) Accrued expenses and other current liabilities ( 137 ) ( 49 ) ( 186 ) Deferred tax liability — ( 4,790 ) ( 4,790 ) Other non-current liabilities ( 988 ) — ( 988 ) Net assets acquired $ 35,298 $ — $ 35,298 (1) Estimated useful life of 15 years. (2) Non-deductible for tax purposes. (3) Represents adjustments related to deferred income taxes and the final determination of net-working capital as of the acquisition date. Asset Acquisitions In August 2022, the Company acquired certain epidemiological data infrastructure assets from Baktus, Inc., a Delaware-based public benefit corporation. The Company accounted for the transaction as an asset acquisition as the value being acquired primarily relates to a single identifiable intangible asset . The purchase price totaled $ 11.1 million and consisted of $ 2.0 million in cash, 2,587,819 shares of Ginkgo Class A common stock valued at $ 8.4 million and $ 0.7 million in direct transaction costs. Of the shares issued, 258,781 are restricted shares that will vest on the 18-month anniversary of the closing and will be reduced by any indemnity claims. The restricted shares are classified as contingent consideration liability in the condensed consolidated balance sheet (see Note 3). Additionally, the purchase agreement includes $ 1.0 million related to employee retention payments, which will be recognized as compensation expense over the requisite service period. As a result of the acquisition, the Company recognized $ 11.2 million in intangible assets consisting of developed technology, customer relationships and assembled workforce and $ 0.1 million in deferred revenue. In June 2022, the Company acquired substantially all of the assets of Bitome, Inc. (“Bitome”) , a privately-held company with an integrated metabolite monitoring platform that is expected to support accelerated product development timelines across Ginkgo's portfolio of cell programs. The Company accounted for the transaction as an asset acquisition as substantially all of the value received was concentrated in the intellectual property acquired. The consideration for the transaction was structured as (i) a repayment of Bitome’s outstanding convertible debt pursuant to the issuance of 388,649 shares of Class A common stock (valued at approximately $ 1.2 million as of the acquisition date), (ii) a repayment of a portion of Bitome’s outstanding convertible debt in cash in the amount of $ 0.1 million and (iii) assumption of certain of Bitome’s liabilities and wind-down expenses up to a maximum cap of $ 0.4 million. The total purchase consideration was expensed as in-process research and development expense in the condensed consolidated statements of operations and comprehensive loss for the three months ended September 30, 2022 . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): As of September 30, 2022 Classification Total Level 1 Level 2 Level 3 Assets: Money market funds Cash and cash equivalents $ 1,234,360 $ 1,234,360 $ — $ — Synlogic, Inc. warrants (1) Investments 2,421 — 2,421 — Marketable equity securities (2) Investments 22,461 16,804 5,657 — Notes receivable Prepaid expenses and other current assets 11,828 — — 11,828 Total assets $ 1,271,070 $ 1,251,164 $ 8,078 $ 11,828 Liabilities: Public Warrants Warrant liabilities $ 24,839 $ 24,839 $ — $ — Private Placement Warrants Warrant liabilities 14,900 — — 14,900 Contingent consideration Accrued expenses and other current liabilities 3,330 — — 3,330 Contingent consideration Other non-current liabilities 15,701 — — 15,701 Total liabilities $ 58,770 $ 24,839 $ — $ 33,931 As of December 31, 2021 Classification Total Level 1 Level 2 Level 3 Assets: Money market funds Cash and cash equivalents $ 1,482,063 $ 1,482,063 $ — $ — Synlogic, Inc. warrants (1) Investments 6,166 — 6,166 — Marketable equity securities (2) Investments 25,676 15,345 10,331 — Notes receivable Prepaid expenses and other current assets 11,559 — — 11,559 Total assets $ 1,525,464 $ 1,497,408 $ 16,497 $ 11,559 Liabilities: Public Warrants Warrant liabilities $ 77,280 $ 77,280 $ — $ — Private Placement Warrants Warrant liabilities 58,558 — — 58,558 Contingent consideration Other non-current liabilities 8,467 — — 8,467 Total liabilities $ 144,305 $ 77,280 $ — $ 67,025 (1) The fair value of Synlogic, Inc. warrants is calculated as the quoted price of the underlying common stock, less the unpaid exercise price of the warrants. (2) Marketable equity securities classified as Level 2 reflect a discount for lack of marketability due to regulatory sales restrictions, which lapsed on a portion of the shares held during the nine months ended September 30, 2022 and were reclassified as Level 1. There were no transfers into or out of Level 3 during the three and nine months ended September 30, 2022 and 2021. Notes Receivable Notes receivable measured at fair value on a recurring basis consists of a revolving promissory note with Glycosyn, LLC (“Glycosyn”, and such promissory note, the “Glycosyn Promissory Note”) and a series of convertible notes with Access Bio, Inc. (“Access Bio Convertible Notes”). The fair value of the Glycosyn Promissory Note and Access Bio Convertible Notes were determined based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy. Significant changes in these unobservable inputs in isolation could have resulted in a significantly lower or higher fair value measurement. Changes in fair value of notes receivable are recorded as a component of other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. The Company estimated the fair value of the Glycosyn Promissory Note using a probability-weighted discounted cash flow model under a dissolution scenario with partial recovery and no recovery. The significant assumptions used in valuing the Glycosyn Promissory Note as of September 30, 2022 and December 31, 2021 were scenario probabilities of 50 %, a recovery rate on first lien debt of 63 % and a discount rate of 15 %. As of September 30, 2022 , the Glycosyn Promissory Note had an unpaid principal balance of $ 5.4 million and a fair value of $ 1.9 million. As of December 31, 2021, the Glycosyn Promissory Note had an unpaid principal balance of $ 5.4 million and a fair value of $ 1.8 million. The Company estimated the fair value of the Access Bio Convertible Notes using a binomial lattice model. Key assumptions used as of September 30, 2022 included 62.3 % equity volatility, 0.13 years to maturity, 2.9 % risk-free rate, 35.1 % risk-adjusted rate and 0 % dividend yield. Key assumptions used as of December 31, 2021 included 85.5 % equity volatility, 0.88 years to maturity, 0.3 % risk-free rate, 30.9 % risk-adjusted rate and 0 % dividend yield. As of September 30, 2022 , the Access Bio Convertible Notes had an unpaid principal balance and a fair value of $ 10.0 million. As of December 31, 2021, the Access Bio Convertible Notes had an unpaid principal balance of $ 10.0 million and a fair value of $ 9.8 million. The following table provides a reconciliation of notes receivable measured at fair value using Level 3 significant unobservable inputs (in thousands): 2022 2021 Balance at January 1 $ 11,559 $ 15,566 Proceeds from notes receivable — ( 304 ) Change in fair value 269 ( 1,196 ) Balance at September 30 $ 11,828 $ 14,066 Warrant Liabilities Upon the closing of the Business Combination, the Company assumed 34,499,925 publicly-traded warrants (“Public Warrants”) and 17,325,000 private placement warrants (the "Private Placement Warrants") previously issued in connection with SRNG’s initial public offering. The fair value of the Public Warrants is based on the observable quoted price of such warrants on the New York Stock Exchange. The fair value of the Private Placement Warrants is estimated using the Black-Scholes option pricing model, which is considered to be a Level 3 fair value measurement. The primary unobservable input used in the valuation of the Private Placement Warrants is expected stock-price volatility. As of September 30, 2022, the Company estimated the volatility of its Private Placement Warrants using a Monte-Carlo simulation of the redeemable Public Warrants that assumes optimal exercise of the Company's redemption option at the earliest possible date. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend yield is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement date: September 30, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 3.12 $ 8.31 Volatility 73.5 % 58.7 % Term (in years) 3.96 4.71 Risk-free interest rate 4.01 % 1.25 % The following table provides a reconciliation of the Private Placement Warrants measured at fair value using Level 3 significant unobservable inputs (in thousands): 2022 2021 Balance at January 1 $ 58,558 $ — Additions pursuant to the Business Combination — 90,263 Change in fair value ( 43,658 ) 5,717 Balance at September 30 $ 14,900 $ 95,980 Contingent Consideration In connection with the acquisition of FGen (Note 2), the Company is required to make contingent earnout payments up to $ 20.0 million primarily related to the successful integration and deployment of the FGen technology across the Company's programs. The Company also issued restricted stock that is subject to vesting conditions and is classified as contingent consideration liability. A portion of the restricted shares vested during the nine months ended September 30, 2022 and $ 1.9 million of the liability was settled as discussed in Note 2. In connection with the acquisition of Dutch DNA (Note 2), the Company is required to make contingent earnout payments up to a maximum of $ 20.0 million payable to the seller upon the achievement of certain technical and commercial milestones by Dutch DNA pursuant to a Technical Development Agreement executed between the Company and Dutch DNA prior to the close of the acquisition. In the second quarter of 2022, the Company made a payment of $ 0.7 million upon the achievement of a technical development milestone and recorded a corresponding $ 0.7 million decrease in the fair value of the contingent consideration liability. The fair value of contingent consideration related to restricted stock issued for acquisitions was estimated using the quoted price of Ginkgo's Class A common stock, an estimate of the number of shares expected to vest, probability of vesting, and a discount rate. The fair value of contingent consideration related to earnout payments was estimated using unobservable (Level 3) inputs as illustrated in the table below. Material increases or decreases in these inputs could result in a higher or lower fair value measurement. Changes in the fair value of contingent consideration are recorded through operating expenses in the condensed consolidated statements of operations and comprehensive loss . The recurring Level 3 fair value measurements of contingent consideration liabilities included the following significant unobservable inputs as of the periods presented: September 30, 2022 December 31, 2021 Contingent Consideration Liability Valuation Technique Unobservable Input Range Range Earnout payments (FGen and Dutch DNA acquisitions) Probability-weighted present value Probability of payment 2 %- 95 % 10 % - 80 % Discount rate 18.5 %- 20.6 % 10.7 % - 11.3 % Earnout payments (Dutch DNA acquisition) Discounted cash flow Projected years of payments 2022 - 2028 2022 - 2037 Discount rate 12.5 % 9 % The following table provides a reconciliation of the contingent consideration liability measured at fair value using Level 3 significant unobservable inputs (in thousands): 2022 2021 Balance at January 1 $ 8,467 $ — Additions 13,150 8,760 Change in fair value 58 ( 23 ) Settlements and payments ( 2,644 ) — Balance at September 30 $ 19,031 $ 8,737 Nonrecurring Fair Value Measurements The Company measures the fair value of certain assets, including investments in privately held companies without readily determinable fair values, on a nonrecurring basis when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. In the second quarter of 2022, the Company recorded a $ 10.1 million impairment charge, included as a component of (loss) gain on investments in the condensed consolidated statements of operations and comprehensive loss, due to the decline in the fair value of the Company's investment in Genomatica preferred stock. The fair value estimates used to determine the impairment charge were determined using enterprise value analyses which include an equal weighing between discounted cash flow analyses and guideline public company and involve significant unobservable (Level 3) inputs. The significant unobservable inputs include the estimated annual net cash flows (including revenue and expense growth rates and capitalization rates), the weighted-average cost of capital used to discount the future cash flows, and the selection of guideline public company multiples for revenue and EBITDA. Material increases or decreases in these inputs could result in a higher or lower fair value measurement. |
Investments and Equity Method I
Investments and Equity Method Investments | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments and Equity Method Investments | 4. Investments and Equity Method Investments The Company partners with other investors to form business ventures, including Joyn Bio, LLC (“Joyn”), Motif FoodWorks, Inc. (“Motif”), Allonnia, LLC (“Allonnia“), Arcaea, LLC (“Arcaea”), Verb Biotics, LLC (“Verb”), BiomEdit, LLC (“BiomEdit”) and Ayana Bio, LLC (“Ayana”) (collectively “Platform Ventures”). The Company also partners with existing entities, including Genomatica, Inc. (“Genomatica”) and Synlogic, Inc. (“Synlogic”) (collectively, “Structured Partnerships”) with complementary assets for high potential synthetic biology applications. The Company holds equity interests in these Platform Ventures and Structured Partnerships. The Company also holds equity interests in other public and private companies as a result of entering into collaboration and license revenue arrangements with these entities. The Company accounts for its investments in Platform Ventures under the equity method. The Company's marketable equity securities consist of Synlogic common stock, Synlogic warrants and the shares of common stock of other publicly-traded companies. Marketable equity securities are measured at fair value with changes in fair value recorded in other (expense) income in the condensed consolidated statements of operations and comprehensive loss. The Company’s non-marketable equity securities consist of preferred stock of Genomatica and other privately-held companies without readily determinable fair values. Non-marketable equity securities are initially recorded using the measurement alternative at cost and subsequently adjusted for any impairment and observable price changes in orderly transactions for the identical or a similar security of the same issuer. During the nine months ended September 30, 2022, the Company record ed a $ 10.1 m illion impairment charge, included as a component of (loss) gain on investments in the condensed consolidated statements of operations and comprehensive loss , due to the decline in the fair value of the Company's investment in Genomatica preferred stock. There were no impairments recorded during the three and nine months ended September 30, 2021 and no adjustment from observable price changes has been recognized during any of the periods presented. The Company also holds investments in early stage synthetic biology product companies via a Simple Agreement for Future Equity (“SAFE”). The Company generally enters into SAFE agreements in conjunction with a revenue contract with a customer, under which the Company provides research and development services in return for consideration in the form of a SAFE. The SAFEs provide the Company with the right to participate in future equity financings of the entity and will automatically convert into shares of preferred stock at a discount price or conversion price as defined in the agreement. The Company accounts for SAFEs at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. There were no impairment charges or observable price changes related to SAFEs for any of the periods presented. Investments and equity method investments consisted of the following (in thousands): As of September 30, As of December 31, 2022 2021 Investments: Genomatica, Inc. preferred stock $ 44,885 $ 55,000 Synlogic, Inc. common stock 6,024 15,345 Synlogic, Inc. warrants 2,421 6,166 Marketable equity securities 16,437 10,331 Non-marketable equity securities 17,543 15,195 SAFE 9,000 — Total $ 96,310 $ 102,037 Equity method investments (1) : Joyn Bio, LLC $ — $ 11,694 BiomEdit, LLC 3,013 — Other 1,122 1,500 Total $ 4,135 $ 13,194 (1) Equity method investments in Platform Ventures with a carrying value of zero as of September 30, 2022 and December 31, 2021 were excluded from the table. (Losses) gains on investments and equity method investments consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (Loss) gain on investments: Synlogic, Inc. common stock $ ( 1,268 ) $ ( 5,327 ) $ ( 9,321 ) $ 5,642 Synlogic, Inc. warrants ( 510 ) ( 2,140 ) ( 3,746 ) 2,268 Genomatica, Inc. — — ( 10,115 ) — Marketable equity securities 215 ( 4,901 ) ( 16,604 ) ( 4,901 ) Non-marketable equity securities ( 195 ) — ( 195 ) — Total $ ( 1,758 ) $ ( 12,368 ) $ ( 39,981 ) $ 3,009 Loss on equity method investments: Joyn Bio, LLC (1) $ ( 5,226 ) $ ( 4,192 ) $ ( 15,637 ) $ ( 12,567 ) Allonnia, LLC — — — ( 12,698 ) Arcaea, LLC — ( 35,459 ) — ( 47,356 ) Verb Biotics, LLC — — ( 15,900 ) — BiomEdit, LLC ( 1,308 ) — ( 5,860 ) — Ayana, LLC ( 15,989 ) — ( 15,989 ) — Other ( 188 ) — ( 378 ) — Total $ ( 22,711 ) $ ( 39,651 ) $ ( 53,764 ) $ ( 72,621 ) (1) The loss on equity method investment in Joyn in excess over the carrying value of zero of the equity method investment in Joyn during the three and nine months ended September 30, 2022 was recorded as a reduction to the convertible promissory notes receivable from Joyn (see Note 14). |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2022 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entities | 5. Variable Interest Entities Consolidated Variable Interest Entities As of December 31, 2021, the Company had consolidated three variable interest entities (“VIEs”): Cooksonia, LLC (“Cooksonia”), Verb and Ayana, as the Company holds variable interests in and was deemed to be the primary beneficiary of the VIEs. The other investors’ equity interests in the consolidated VIEs are presented as non-controlling interests in the accompanying condensed consolidated financial statements. The Company holds a 70 % equity interest in Cooksonia, which was formed by the Company and certain other investors for the purposes of holding the Company’s investment in Joyn. The Company concluded that it holds a variable interest in and is the primary beneficiary of Cooksonia as it controls the most significant activities of Cooksonia by controlling 100 % of the board of directors of Cooksonia and holds a controlling financial interest in Cooksonia. As a result, the Company has consolidated the financial statements of Cooksonia in accordance with ASC 810, Consolidation (“ASC 810”) into its financial statements and has recognized a non-controlling interest associated with the minority equity interest held by other investors of Cooksonia, which together hold the remaining 30 % equity interest in Cooksonia. As of December 31, 2021, the Company held an interest in 9,000,000 common units (representing 100% of common units at inception) in each of Ayana and Verb, two Platform Ventures formed in September 2021 by the Company and certain of its investors. The Company has agreed to provide Ayana and Verb with certain licenses to intellectual property for use in the development or production of products that the parties agree to research and develop under technical development plans (“TDPs”) . Additionally, in September 2021, Ayana and Verb entered into a Series A Preferred Unit Purchase Agreement under which each entity sold 9,000,000 Series A preferred units to certain of the Company’s investors for aggregate proceeds of approximately $ 30.0 million each. During 2021, the Company concluded that it held a variable interest in and was the primary beneficiary of Ayana and Verb as it controlled the most significant activities of these entities. These conclusions were reached because, as of the primary beneficiary assessment dates in 2021, for both Verb and Ayana: (i) the Company had substantive control of the board of directors; (ii) all capital contributions were made by related parties of Ginkgo; and (iii) Ginkgo or its related parties comprised the entirety of the joint steering committee ( “JSC”), the governing body which holds significant oversight with respect to the entities' research and development programs. 2022 Deconsolidation During 2022, Verb and Ayana each hired a new chief executive officer who was not an affiliate, related party or agent of Ginkgo. The chief executive officer was also appointed to each entity's JSC and board of directors. As a result, the Company concluded it no longer had substantive control of each entity's JSC and board of directors. Accordingly, the Company concluded that it was no longer the primary beneficiary of Verb and Ayana as it no longer controlled the most significant activities of the entities. As a result of this change in the primary beneficiary determination, the Company deconsolidated Verb in the first quarter of 2022 and Ayana in the third quarter of 2022 and recorded a gain on deconsolidation of $ 16.0 million and $ 31.9 million for the three and nine months ended September 30, 2022, respectively, in the condensed consolidated statements of operations and comprehensive loss. The gain on deconsolidation was equal to the fair value of the retained interest in each entity as of the deconsolidation date and was calculated using the option pricing method. The option pricing method used a back-solve methodology to infer the total equity value based on the pricing of the Series A preferred unit financing, which is the most recent financing transaction to the deconsolidation event. The JSC, with equal representation from each of Verb or Ayana and Ginkgo, governs the TDPs under which the Company will perform agreed-upon research and development services in return for consideration on a cost-plus basis for all services provided. Ginkgo has agreed to provide Verb and Ayana with licenses to certain of its intellectual property for use in the development, production and commercialization of each entity's products under the TDPs. The Company's common unit investment in Verb and Ayana is accounted for as an equity method investment, and accordingly, Verb and Ayana are related parties of Ginkgo. The initial carrying value of the equity method investment was equal to the fair value of the retained interest of $ 15.9 million for Verb and $ 16.0 million for Ayana as of the applicable deconsolidation date. The Series A preferred units issued by Verb and Ayana receive a liquidation preference prior to common units. As such, the Company concluded that this represents a substantive profit-sharing arrangement and the Company is recognizing earnings and losses on the equity method investment using the HLBV method. The Company recorded a loss on its equity method investment in Verb and Ayana of $ 16.0 million and $ 31.9 million in the three and nine months ended September 30, 2022, respectively, due to a basis difference associated with in-process research and development identified as part of the initial accounting for the equity method investment. This loss reduced the carrying value of the equity method investment in each of Verb and Ayana to zero. There is no commitment for the Company to provide further financial support to Verb and Ayana, and therefore the carrying value of the equity method investment will not be reduced below zero . The following table presents the carrying amounts and classification of the VIEs’ assets and liabilities included in the condensed consolidated balance sheet (in thousands): As of September 30, As of December 31, 2022 2021 Cash and cash equivalents $ — $ 58,025 Prepaid expenses and other current assets 6,177 737 Equity method investments — 11,694 Total assets $ 6,177 $ 70,456 Accounts payable $ — $ 188 Accrued expenses and other current liabilities — 440 Total liabilities $ — $ 628 Unconsolidated Variable Interest Entities With respect to the Company’s investments in Motif, Allonnia, Genomatica, Arcaea, BiomEdit, Verb and Ayana (subsequent to the deconsolidation of Verb and Ayana) (collectively, the "Unconsolidated VIEs"), the Company has concluded these entities represent VIEs. However, although the Company may have board representation and is involved in the ongoing development activities of the entities via its participation on the JSC, the Company has concluded that it is not the primary beneficiary of these entities. This conclusion is supported by the fact that: (i) the Company does not control the board of directors of any of the Unconsolidated VIEs, and no voting or consent agreements exist between the Company and other members of each respective board of directors or other investors, (ii) the holders of preferred security interests in the Unconsolidated VIEs hold certain rights that require their consent prior to taking certain actions, which include certain significant operating and financing decisions, and (iii) the Company’s representation on the JSC of each respective entity does not give it control over the development activities of any of the Unconsolidated VIEs, as all JSC decisions are made by consensus and there are no agreements in place that would require any of the entities to vote in alignment with the Company. As the Company’s involvement in the Unconsolidated VIEs does not give it the power to control the decisions with respect to their development or other activities, which are their most significant activities, the Company has concluded that it is not the primary beneficiary of the Unconsolidated VIEs. With respect to Cooksonia’s investment in Joyn, as Cooksonia does not control Joyn’s board of directors, it does not have the power to control the decisions related to the development activities of Joyn, which are its most significant activities. Accordingly, the Company has concluded th at Cooksonia is not the primary beneficiary of Joyn. The Company has provided $ 10.0 million in financial support to Joyn during the nine months ended September 30, 2022 in the form of convertible promissory notes (see Note 14), which was deemed necessary to fund Joyn's operations. In October 2022, the Company and its joint venture partner agreed to dissolve Joyn and the Company provided an additional $ 3.0 million in convertible note financing to Joyn (see Note 15). The Company’s financial exposure to Joyn consists of the carrying amount of the convertible promissory notes and any additional financial support it elects to provide during the wind down period. Additionally, the Company holds equity interests in certain privately-held entities that are not consolidated as the Company is not the primary beneficiary. As of September 30, 2022 and December 31, 2021, the maximum risk of loss related to the Company’s unconsolidated VIEs was limited to the carrying value of its investment in such entities. Refer to Notes 4 and 12 for additional details on the Company’s investments and equity method investments. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Financial Statement Information [Abstract] | |
Supplemental Balance Sheet Information | 6. Supplemental Balance Sheet Information Cash, Cash Equivalents and Restricted Cash The reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet to the totals shown within the condensed consolidated statements of cash flows is as follows (in thousands): As of September 30, 2022 2021 Cash and cash equivalents $ 1,302,603 $ 1,739,056 Restricted cash included in prepaid expenses and other current assets (1) 6,594 — Restricted cash included in other non-current assets (1) 36,313 26,239 Total cash, cash equivalents and restricted cash $ 1,345,510 $ 1,765,295 (1) I ncludes cash balances collateralizing letters of credit associated with the Company’s facility leases and a customer prepayment requiring segregation and restrictions in its use in accordance with the customer agreement. Inventory, net Inventory, net consisted of the following (in thousands): As of September 30, As of December 31, 2022 2021 Finished goods $ 5,587 $ 3,264 Raw materials 1,281 64 Work in process — 50 Less: inventory reserve ( 1,008 ) ( 16 ) Inventory, net $ 5,860 $ 3,362 Property and Equipment, net Property and equipment, net consisted of the following (in thousands): As of September 30, As of December 31, 2022 2021 Facilities $ 12,762 $ 12,762 Furniture and fixtures 4,787 4,617 Lab equipment 120,715 113,963 Computer equipment and software 13,128 10,129 Leasehold improvements 56,022 55,033 Construction in progress 63,597 10,278 Vehicles — 40 Total property and equipment 271,011 206,822 Less: Accumulated depreciation ( 83,434 ) ( 61,052 ) Property and equipment, net $ 187,577 $ 145,770 Capitalization The following table presents the Company’s authorized, issued, and outstanding common stock as of the dates indicated: Authorized Issued Outstanding Common stock as of September 30, 2022: Class A 10,500,000,000 1,200,083,137 1,096,899,134 Class B 4,500,000,000 391,840,871 351,364,090 Class C 800,000,000 200,000,000 200,000,000 15,800,000,000 1,791,924,008 1,648,263,224 Common stock as of December 31, 2021: Class A 10,500,000,000 1,326,146,808 1,273,976,963 Class B 4,500,000,000 364,844,007 337,415,189 Class C 800,000,000 — — 15,800,000,000 1,690,990,815 1,611,392,152 During the nine months ended September 30, 2022, the Company issued 288,000,000 shar es of Class C common stock to a stockholder in exchange for the same number of shares of Class A common stock pursuant to the stockholder exchange agreement. During the three months ended September 30, 2022 , 88,000,000 million shares of Class C common stock were converted into Class A common stock. During the nine months ended September 30, 2022 , the Company issued 8,142,179 shares of Class A common stock for acquisitions (see Note 2). Refer to Note 9, Stock-Based Compensation, for shares of common stock issued in relation to the Company’s equity incentive plans. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | 7. Goodwill and Intangible Assets, net All goodwill is allocated to the Foundry reporting unit and segment identified in Note 11. Changes in the carrying amount of goodwill consisted of the following (in thousands): Balance as of December 31, 2021 $ 21,312 Goodwill acquired in acquisitions 11,001 Impact of foreign currency translation ( 2,621 ) Measurement period adjustments ( 888 ) Balance as of September 30, 2022 $ 28,804 Intangible assets, net consisted of the following (in thousands): Gross (1) Accumulated (1) Net Weighted Average September 30, 2022: Acquired technology $ 52,903 $ ( 5,494 ) $ 47,409 11.9 Customer relationships 380 ( 24 ) 356 1.9 Assembled workforce 190 ( 17 ) 173 1.3 Total intangible assets $ 53,473 $ ( 5,535 ) $ 47,938 December 31, 2021: Acquired technology $ 25,038 $ ( 3,396 ) $ 21,642 13.3 (1) Gross carrying value and accumulated amortization include the impact of cumulative foreign currency translation adjustments. Amortization expense was $ 1.0 million and $ 0.4 million for the three months ended September 30, 2022 and 2021 , respectively, and $ 2.3 and $ 0.7 million for the nine months ended September 30, 2022 and 2021, respectively. T he estimated future amortization expense for intangible assets remaining as of September 30, 2022 is as follows (in thousands): Remainder of 2022 $ 1,362 2023 5,446 2024 5,246 2025 5,122 2026 5,122 Thereafter 25,640 Total $ 47,938 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Lease Obligations In August 2022, the Company entered into an amendment to its corporate headquarters lease at 21-23-25 Drydock in Boston, Massachusetts, expanding the leased premises by approximately 55,205 square feet. The lease is expected to commence in March 2023 and has a term of ten years and one renewal option of five years . T otal base rent payments over the life of the lease are estimated to increase by approximately $ 63.3 million as a result of the amendment. The amendment contains annual rent increases and provides for aggregate tenant improvement allowances of up to $ 12.7 million. Concurrent with the execution of the amendment, the Company increased its outstanding letter of credit by $ 1.1 million. In June 2022, the Company entered into an amendment to its corporate headquarters lease at 27 Drydock in Boston, Massachusetts, expanding the leased premises by approximately 18,170 square feet. The lease commencement date for the expansion premises is expected to be April 2023 and will expire in January 2036 co-terminus with the existing lease. T otal base rent payments over the life of the lease are estimated to increase by approximately $ 23.1 million as a result of the amendment. The amendment contains periods of free rent, annual rent increases and aggregate tenant improvement allowances of up to $ 2.2 million. Purchase Obligations On March 31, 2022, the Company entered into a four-year supply agreement with Twist Bioscience Corporation for the purchase of diverse products including synthetic DNA. The agreement is effective as of April 1, 2022 and obligates the Company to spend a minimum of $ 58.0 million over the four-year term with the following minimum annual commitments (each annual year is defined as April 1 to March 31): year 1, $ 10.0 million; year 2, $ 13.0 million; year 3, $ 16.0 million; and year 4, $ 19.0 million. Legal Proceedings From time to time in the ordinary course of business the Company may be named as a defendant in lawsuits, indemnity claims and other legal proceedings. Except as described below, the Company does not believe any pending litigation to be material, or that the outcome of any such pending litigation, in management’s judgment based on information currently available, would have a material adverse effect on the Company’s results of operations, cash flows or financial condition. As discussed in Note 15, the Company completed its merger with Zymergen Inc. ("Zymergen") on October 19, 2022. On August 4, 2021, a putative securities class action was filed on behalf of purchasers of the common stock of Zymergen, pursuant to or traceable to the registration statement for Zymergen’s initial public offering (“IPO”). The action is pending in the United States District Court for the Northern District of California, and is captioned Shankar v. Zymergen Inc. et al., Case No. 3:21-cv-06028-JCS. The action alleges violations of Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”) in connection with Zymergen’s IPO, names Zymergen, certain of its former officers and directors, its IPO underwriters, and certain former Zymergen stockholders as defendants and seeks damages in an unspecified amount, attorneys’ fees, and other remedies. Zymergen intends to defend vigorously against such allegations. On November 9, 2021, one of Zymergen’s then purported shareholders filed a putative derivative lawsuit in the United States District Court for the Northern District of California that is captioned Mellor v. Hoffman, et al., Case No. 4:21-cv-08723. The complaint names certain of Zymergen’s former officers and directors and Zymergen as nominal defendants based on allegations substantially similar to those in the securities class action. The complaint purports to assert claims on Zymergen’s behalf for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, corporate waste, and contribution under the federal securities laws and seeks corporate reforms, unspecified damages and restitution, and fees and costs. In addition, certain government agencies, including the SEC, have requested information related to Zymergen’s August 3, 2021 disclosure. Zymergen is cooperating fully. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation The following table summarizes stock-based compensation expense by financial statement line item in the Company’s condensed consolidated statements of operations and comprehensive loss for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 186,864 $ 20 $ 664,710 $ 60 General and administrative 376,273 107 1,157,762 14,704 Total $ 563,137 $ 127 $ 1,822,472 $ 14,764 The Company currently grants stock-based incentive awards pursuant to the 2021 Incentive Award Plan (the “2021 Plan”). As of September 30, 2022 , there were 196,830,168 shares available for future issuance under the 2021 Plan. Stock Options A summary of stock option activity for the nine months ended September 30, 2022 is presented below: Number Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate (1) (in years) (in thousands) Outstanding as of December 31, 2021 22,454,663 $ 0.05 Granted 922,227 $ 2.87 Exercised ( 6,055,746 ) $ 0.02 Outstanding as of September 30, 2022 17,321,144 $ 0.22 1.98 $ 50,891 Exercisable as of September 30, 2022 16,364,395 $ 0.04 1.53 $ 50,664 (1) The aggregate intrinsic value is calculated as the difference between the Company's closing stock price on the last trading day of the quarter and the exercise prices, multiplied by the number of in-the-money stock options. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2022 and 2021 was $ 18.8 million and $ 48.9 million, respectively. During the nine months ended September 30, 2022 and 2021 , the Company granted options with an aggregate fair value of $ 1.8 million and $ 14.9 million, respectively. The weighted-average fair value of options granted during the nine months ended September 30, 2022 and 2021 was $ 1.92 and $ 8.97 per share, respectively, and was calculated using the following key input assumptions in the Black-Scholes option-pricing model: Nine Months Ended September 30, 2022 2021 Risk -free interest rate 2.95 % 0.11 % Expected dividend yield 0 % 0 % Expected volatility 79.6 % 88.6 % Expected term 5.75 years 0.96 years As of September 30, 2022 , there was $ 1.6 million of unrecognized compensation expense related to stock options to be recognized over a weighted-average period of 1.5 years. Restricted Stock and Restricted Stock Units In addition to a service-based vesting condition, the restricted stock units (“RSUs”) granted under the 2014 Stock Incentive Plan (the “2014 Plan”) were subject to a performance-based vesting condition that was met through a liquidity event in the form of either a change of control or an initial public offering (“the performance condition”). Prior to the Business Combination, no stock-based compensation expense had been recognized related to RSUs granted under the 2014 Plan as the performance condition was not probable of being met and the Business Combination did not meet the definition of a liquidity event as defined in the 2014 Plan. As a result of the Business Combination, in the fourth quarter of 2021, the board of directors modified the vesting terms of RSUs to allow all RSUs granted under the 2014 Plan to vest in full with respect to the performance condition on or before March 15, 2022 (the original service-based vesting condition is still applicable). As a result of these modifications, the performance condition for all RSUs granted under the 2014 Plan became probable of being met in the fourth quarter of 2021 and the awards were remeasured using the price of $ 13.59 per share as of the modification date. Subsequent to the modification, compensation expense for RSUs is recognized using an accelerated attribution method over the requisite service period for each employee award. The Company recognized $ 492.7 million and $ 1,607.7 million of compensation expense related to the modified RSUs in the three and nine months ended September 30, 2022, respectively. In the first quarter of 2022, the Company cash settled approximately 3.2 million RSUs granted to non-employee directors for a total cash payment of $ 9.8 million. A summary of the RSU and restricted stock award (“RSA”) activity for the nine months ended September 30, 2022 is presented below: Restricted Stock Units Restricted Stock Awards Number of Weighted (1) Number of Weighted Nonvested as of December 31, 2021 168,321,952 $ 13.58 182,622 $ 1.99 Granted 77,356,521 $ 3.68 — $ — Vested ( 23,478,847 ) $ 12.37 ( 133,897 ) $ 1.99 Forfeited ( 6,530,226 ) $ 8.65 — $ — Nonvested as of September 30, 2022 215,669,400 $ 10.31 48,725 $ 1.99 (1) The weighted average grant date fair value of awards granted prior to the modification date reflect the modification-date fair value and not the original grant date fair value. The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2022 and 2021 was $ 3.68 and $ 8.78 , respectively. The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2021 is no longer relevant for expense recognition due to the modification in the fourth quarter of 2021. No RSAs were granted during the nine months ended September 30, 2022 and 2021. The aggregate fair value of the RSUs that vested during the nine months ended September 30, 2022 was $ 290.4 million. No RSUs vested during the nine months ended September 30, 2021 as the performance condition was not probable of being met. The aggregate fair value of the RSAs that vested during the nine months ended September 30, 2022 and 2021 was $ 0.3 million and $ 0.4 million, respectively. As of September 30, 2022 , there was $ 512.2 million of unrecognized compensation expense related to RSUs to be recognized over a weighted-average period of 3.2 years and $ 0.1 million of unrecognized compensation expense related to RSAs to be recognized over a weighted-average period of 0.3 years. Earnouts In connection with the Business Combination, holders of Old Ginkgo rollover equity awards (i.e., RSUs, RSAs and options) granted under the Company's stock incentive plans (together the “Rollover Equity Awards”) received earnout shares, which are divided into four equal tranches subject to forfeiture to the extent that the vesting conditions described below are not satisfied on or before the fifth anniversary of the closing of the Business Combination (the “Earnout Period”). The earnout shares in respect of the Rollover Equity Awards are subject to the same terms and conditions as the underlying Rollover Equity Awards (including with respect to vesting and termination-related provisions). Additionally, the earnout shares in respect of the Rollover Equity Awards are subject to a market condition that will be met when the trading price of the Company's common stock is greater than or equal to $ 12.50 , $ 15.00 , $ 17.50 and $ 20.00 for any 20 trading days within any period of 30 consecutive trading days during the Earnout Period (collectively, the “Earnout Targets”). The first Earnout Target of $ 12.50 per share was met on November 15, 2021. The earnout shares related to Old Ginkgo RSUs (“Earnout RSUs”) were subject to the same performance condition as the underlying RSUs. As a result of the modification of the RSUs described above, the performance condition became probable of being met in the fourth quarter of 2021 and compensation expense for Earnout RSUs began to be recognized in the same manner as the modified RSUs based on the modification-date fair value of the Earnouts RSUs. The Company recognized $ 56.2 million and $ 185.3 million of compensation expense related to the modified Earnout RSUs in the three and nine months ended September 30, 2022, respectively. A summary of activity during the nine months ended September 30, 2022 for the Earnout RSUs and the earnout shares underlying Old Ginkgo RSAs (“Earnout RSAs”) is presented below: Number of Weighted Nonvested as of December 31, 2021 27,863,125 $ 12.87 Vested ( 622,282 ) $ 13.33 Forfeited ( 369,078 ) $ 12.92 Nonvested as of September 30, 2022 26,871,765 $ 12.86 The aggregate fair value of the Earnout RSUs and Earnout RSAs that vested during the nine months ended September 30, 2022 was $ 8.3 million. As of September 30, 2022 , there was $ 30.3 million of unrecognized compensation expense related to earnout shares to be recognized over a weighted-average period of 2.2 years. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 10. Revenue Recognition Disaggregation of Revenue The following table sets forth the percentage of Foundry revenues by industry based on total Foundry revenue: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Pharma and biotech 33 % 4 % 21 % 9 % Consumer and technology 28 % 52 % 44 % 34 % Food and nutrition 17 % 19 % 11 % 22 % Industrial and environment 15 % 12 % 16 % 17 % Agriculture 3 % 8 % 4 % 9 % Government and defense 4 % 5 % 4 % 9 % Total Foundry revenue 100 % 100 % 100 % 100 % The Company’s revenue is derived from customers located primarily in the United States. For the three months ended September 30, 2022 and 2021 , the Company's revenue from customers within the United States comprised 94 % and 77 %, respectively, of total revenue. For the nine months ended September 30, 2022 and 2021 , the Company’s revenue from customers within the United States comprised 91 % and 84 %, respectively, of total revenue. Contract Balances The Company recognizes a contract asset when the Company transfers goods or services to a customer before the customer pays consideration or before payment is due, excluding any amounts presented as accounts receivable. The Company had no contract asset balances as of September 30, 2022 and December 31, 2021. Contract liabilities, or deferred revenue, primarily consist of payments received in advance of performance under the contract or when the Company has an unconditional right to consideration under the terms of the contract before it transfers goods or services to the customer. The Company’s collaborative arrangements with its investees and related parties typically include upfront payments consisting of cash or non-cash consideration for future research and development services and non-cash consideration in the form of equity securities for licenses that will be transferred in the future. The Company records the upfront cash payments and fair value of the equity securities as deferred revenue. The Company also invoices customers based on contractual billing schedules, which results in the recording of deferred revenue to the extent payment is received prior to the Company’s performance of the related services. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract. During the nine months ended September 30, 2022 , the Company recognized $ 37.3 million of revenue that was included in the contract liabilities balance of $ 189.2 million as of December 31, 2021. During the nine months ended September 30, 2021 , the Company recognized $ 23.7 million of revenue that was included in the contract liabilities balance of $ 128.5 million as of December 31, 2020. Performance Obligations The aggregate amount of the transaction price that was allocated to performance obligations that have not yet been satisfied or are partially satisfied as of September 30, 2022 and December 31, 2021 w as $ 42.4 million and $ 21.1 million, respectively. The Company has elected the practical expedient not to provide the remaining performance obligation disclosures related to contracts for which the Company recognizes revenue on a cost-plus basis in the amount to which it has the right to invoice and for contracts with a term of one year or less. As of September 30, 2022 , of the performance obligations not yet satisfied or partially satisfied, nearly all is expected to be recognized as revenue during the years 2022 t o 2026 . |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 11. Segment Information Prior to 2022, the Company operated as a single reportable segment. In the first quarter of 2022, the Company reorganized its operations into two operating and reportable segments: Foundry and Biosecurity. The reorganization reflects changes made to the Company's internal management structure and how the Company's chief operating decision makers (“CODMs”) evaluate operating results and make decisions on how to allocate resources. All prior-period comparative segment information was recast to reflect the current reportable segments in accordance with ASC 280, Segment Reporting . The Company's reportable segments are described as follows: • Foundry consists of research and development services performed under collaboration and license agreements relating to the Company’s cell programming platform. The Company’s cell programming platform includes two core assets: the Foundry, highly efficient biology lab facilities, enabled by investment in proprietary workflows, custom software, robotic automation, and data science and analytics, which is paired with the Company’s Codebase, a collection of biological “parts” and a database of biological data used to program cells. The Foundry segment includes costs incurred for the development, operation, expansion and enhancement of the Foundry and Codebase. Foundry revenue is derived from Foundry usage fees and downstream value share in the form of milestone payments, royalties or equity interests. • Biosecurity consists of COVID-19 testing products and services primarily provided to public health authorities. Biosecurity revenue is derived from sales of test kits and testing and reporting services fees. The reportable segments are the segments of the Company for which discrete financial information is available and for which segment results are regularly reviewed by the Company's CODMs, comprised of the Chief Executive Officer and the Chief Operating Officer, for purposes of allocating resources and assessing financial performance. The Company’s CODMs evaluate the financial performance of the Company’s segments based upon segment revenues and operating income. The Company’s measure of segment operating income for management reporting purposes excludes the impact of stock-based compensation expense, depreciation and amortization and changes in fair value of certain contingent liabilities. The Company’s CODMs do not evaluate operating segments using asset information. The accounting policies used in the preparation of reportable segments financial information are the same as those used in the preparation of the Company’s consolidated financial statements. The following table presents summary results of the Company’s reportable segments for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: Foundry $ 24,679 $ 34,737 $ 90,409 $ 78,833 Biosecurity 41,719 42,873 289,012 86,510 Total revenue 66,398 77,610 379,421 165,343 Segment cost of revenue: Biosecurity 24,655 22,302 173,998 63,112 Segment research and development expense: Foundry 63,402 42,897 173,470 114,619 Biosecurity 387 2,093 1,347 29,870 Total segment research and development expense 63,789 44,990 174,817 144,489 Segment general and administrative expense: Foundry 41,569 17,026 104,863 44,903 Biosecurity 17,039 11,689 42,683 21,308 Total segment general and administrative expense 58,608 28,715 147,546 66,211 Segment operating income (loss): Foundry ( 80,292 ) ( 25,186 ) ( 187,924 ) ( 80,689 ) Biosecurity ( 362 ) 6,789 70,984 ( 27,780 ) Total segment operating income (loss) ( 80,654 ) ( 18,397 ) ( 116,940 ) ( 108,469 ) Operating expenses not allocated to segments: Stock-based compensation (1) 563,385 127 1,829,690 14,764 Depreciation and amortization 9,224 8,148 27,756 20,499 Change in fair value of contingent consideration liability ( 242 ) — 58 — Loss from operations $ ( 653,021 ) $ ( 26,672 ) $ ( 1,974,444 ) $ ( 143,732 ) (1) Includes $ 0.2 million and $ 7.2 million in employer payroll taxes for the three and nine months ended September 30, 2022, respectively. Employer payroll taxes for the three and nine months ended September 30, 2021 were no t material. |
Significant Collaboration Trans
Significant Collaboration Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Significant Collaboration Transactions [Abstract] | |
Significant Collaboration Transactions | 12. Significant Collaboration Transactions The Company has entered into several collaboration, license and similar arrangements under which it provides research and development services to its Platform Ventures and Structured Partnerships. Other than as described below and in Note 5 related to the deconsolidation of Verb and Ayana, during the three and nine months ended September 30, 2022 and 2021, there were no material changes to the Company’s arrangements with its Platform Ventures and Structured Partnerships. For a description of these arrangements and the related accounting conclusions, refer to Note 20 to the audited consolidated financial statements included in the Company's Current Report on Form 8-K dated October 4, 2022. Refer to Notes 4 and 5 for additional details on the Company’s investments and Note 14 for a summary of transactions with related parties. BiomEdit, LLC In April 2022, the Company, along with one of its investors and third-party investors, including Elanco Animal Health Inc. (“Elanco”) , launched BiomEdit, LLC (“BiomEdit”), a microbiome innovation company that intends to discover, design and develop novel probiotics, microbiome derived bioactives and engineered microbial medicines in the field of animal health. Concurrently with the launch, the Company entered into (i) an Intellectual Property Contribution Agreement (“BiomEdit IP Agreement”) that granted BiomEdit a license to certain of the Company’s intellectual property, (ii) a Technical Development Agreement (“BiomEdit TDA”) that establishes the terms under which the Company will provide technical research and development services, and (iii) a Common Unit Issuance Agreement (“BiomEdit CUIA”) which compensates the Company for its intellectual property contribution. Contemporaneous with these agreements, BiomEdit entered into a Series A Preferred Unit Purchase Agreement under which it sold 6,662,500 Series A preferred units to one of the Company’s investors and a third-party investor, for aggregate proceeds of approximately $ 32.5 million. BiomEdit also agreed to issue an additional 1,537,500 Series A preferred units to one or more purchasers reasonably acceptable to the existing holders of Series A preferred units provided that such subsequent sale occurs on or prior to December 31, 2022. Under the BiomEdit IP Agreement, the Company licensed certain intellectual property to BiomEdit for use in the development or production of BiomEdit’s products that the parties will subsequently agree to research and develop under technical development plans (“TDP”). The license rights provide BiomEdit with the ability to commercialize the specified products from the corresponding TDP under the BiomEdit TDA. In return for the license to the intellectual property, BiomEdit issued the Company 3,900,000 common units upon execution of the BiomEdit CUIA. In the event BiomEdit does not sell all of the additional Series A preferred units available for sale prior to December 31, 2022, up to 731,250 common units held by Ginkgo will be forfeited. Under the BiomEdit TDA, the parties jointly agree on TDPs, through equal representation on a joint steering committee, under which the Company will perform agreed-upon research and development services in return for consideration on a fixed fee or cost-plus basis for all services provided. Accounting Analysis The common unit investment in BiomEdit is considered an equity method investment as a result of the Company’s ability to exercise significant influence over BiomEdit’s financial and operating policies through its ownership of common units. The initial carrying value of the equity method investment in BiomEdit is the fair value of the nonforfeitable common units of $ 8.9 million received in exchange for the BiomEdit IP Agreement which, as discussed below, was recorded as other non-current liability at inception. The Company determined that the 731,250 common units held by Ginkgo subject to forfeiture are considered variable consideration that is fully constrained at contract inception until the contingencies related to the issuance of the additional shares are resolved. The fair value of BiomEdit’s common units was determined at inception of the agreements using the option pricing method. The option pricing method used a back-solve methodology to infer the total equity value based on the pricing of the Series A preferred unit financing, which was contemporaneous with the BiomEdit IP Agreement. The Series A preferred units issued by BiomEdit receive a liquidation preference prior to common units. As such, the Company concluded that this represents a substantive profit-sharing arrangement, and the Company is recognizing earnings and losses on the equity method investment using the HLBV method. The Company recorded a $ 1.3 million and $ 5.9 million loss on its equity method investment in BiomEdit during the three and nine months ended September 30, 2022, respectively. As of September 30, 2022 , the carrying value of the equity method investment in BiomEdit is $ 3.0 million. The relationship with BiomEdit is a vendor-customer relationship and is within the scope of ASC 606, as the provision of services and corresponding license rights are considered a part of the Company’s ordinary activities. The common units issued to the Company represent non-cash consideration. While the BiomEdit TDA has been executed by the parties and provides the payment terms for future services, the BiomEdit TDA does not provide for any transfer of goods or services between the parties. However, the Company will provide licenses and services upon execution of the contemplated TDPs. Accordingly, the Company concluded that the BiomEdit TDA, in combination with the BiomEdit CUIA, met the definition of a contract under ASC 606. Each TDP executed under the BiomEdit TDA will be accounted for in accordance with ASC 606. As of September 30, 2022, the Company had not executed any TDPs with BiomEdit. Therefore, the fair value of the fixed non-cash consideration of $8.9 million is recorded in other non-current liabilities on the condensed consolidated balance sheet. The Company’s performance obligations under the BiomEdit TDA consist of four material rights to future technical research and development services and commercial licenses under individual TDPs that the Company expects to execute. The material rights represent an advance payment for the license rights, which will be granted upon the execution of future TDPs. As there is no additional payment for these license rights when future TDPs are executed, the Company has determined that there is a material right associated with each of the contemplated TDPs under the BiomEdit TDA. The Company has allocated approximately $ 2.2 million of the upfront non-cash consideration to each of the four material rights based on the estimated standalone selling price of the performance obligations. Upon the execution of a TDP underlying a material right, the Company is obligated to provide technical research and development services under the TDP and a license to applicable patents and other intellectual property designed and developed under the TDP. The technical research and development services and license provided under a TDP are highly interdependent and interrelated with one another. Without the Company’s knowledge, expertise, and platform, there would not be a licensable strain or other commercializable product to transfer to BiomEdit. Further, BiomEdit has rights to intellectual property created as part of each TDP, irrespective of the result of the development. Therefore, each executed TDP underlying a material right consists of one combined performance obligation for the technical research and development services and license to be provided by the Company. For each TDP underlying a material right, the transaction price consists of (i) either a fixed fee or, if a cost-plus arrangement, variable consideration for the most likely amount of estimated consideration to be received and (ii) non-cash consideration allocated to the material rights. As the services performed by the Company under a TDP create or enhance an asset that BiomEdit controls as the asset is created or enhanced, the Company satisfies the performance obligation and recognizes revenue over time. The Company uses an input method that compares total costs incurred relative to total estimated cost to complete to estimate progress under the contract. Any revisions to the estimated total budgeted costs to complete, and the resulting impact to revenue recognition, are reflected in the period of the change through a cumulative catch-up adjustment. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 13. Net Loss per Share The Company computes net loss per share using the two-class method required for participating securities. Basic and diluted loss per share was the same for each period presented as the inclusion of all potential common stock equivalents would have been antidilutive. The earnings per share amounts are the same for the different classes of common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or liquidation. The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to Ginkgo Bioworks Holdings, Inc. common stockholders for the periods presented because including them would have been anti-dilutive: As of September 30, 2022 2021 Warrants to purchase Class A common stock 51,824,895 51,824,925 Outstanding stock options 19,541,474 29,199,113 Unvested RSUs 215,669,400 254,254,142 Unvested RSAs 48,725 241,754 Earnout shares (1) 160,132,478 205,602,316 447,216,972 541,122,250 (1) Represents earnout shares for which the service-based vesting conditions and/or market conditions have not been met. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | 14. Related Parties The Company’s significant transactions with its related parties are primarily comprised of revenue generating activities under collaboration and license agreements. Significant related party transactions included in the condensed consolidated balance sheet are summarized below (in thousands): As of September 30, 2022 As of December 31, 2021 Accounts receivable: Joyn $ 4 $ 5 Motif — 3,020 Allonnia 580 849 Arcaea 479 724 Verb 607 — Ayana 425 — $ 2,095 $ 4,598 Deferred revenue, current and non-current: Joyn $ 1,785 $ 4,608 Motif 51,933 52,171 Genomatica 8,611 17,111 Allonnia 35,876 38,016 Arcaea 40,628 47,356 Other equity investees 214 1,559 $ 139,047 $ 160,821 Significant related party transactions included in the condensed consolidated statements of operations and comprehensive loss are summarized below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Foundry revenue: Joyn $ 694 $ 1,515 $ 2,842 $ 4,267 Motif 83 6,099 1,930 16,203 Genomatica 2,737 3,279 8,500 9,480 Allonnia 580 913 4,240 4,277 Arcaea 4,014 1,316 10,311 2,507 Verb 825 — 1,763 — Ayana 685 — 685 — Other equity investees 414 2 1,286 12 $ 10,032 $ 13,124 $ 31,557 $ 36,746 In April 2022, the Company provided convertible note financing to its equity method investee, Joyn, in the principal amount of $ 3.0 million for general working capital purposes. In June 2022, the Company agreed to invest up to an additional $ 7.0 million in Joyn pursuant to one or more additional notes on substantially the same terms as the April note. As of September 30, 2022 , the Company has funded all of its $ 7.0 million commitment to Joyn. Each convertible promissory note is unsecured, matures on March 31, 2023 and bears interest at 4.5 % per annum. The notes are automatically convertible into equity at a 20 % discount upon a qualifying equity financing. Additionally, the Company can elect to convert the notes into equity at a 20 % discount upon a non-qualifying equity financing, at maturity, or elect to be repaid in cash upon a change in control or initial public offering. The Company evaluated the notes’ conversion and redemption features for embedded derivatives and determined that there is no embedded derivative to record. The Company also determined that the convertible notes are not in-substance common stock and therefore are not considered an additional investment in the equity method investee. The convertible notes are accounted for as notes receivable, measured at amortized cost and evaluated for impairment at each reporting date. During the three months ended September 30, 2022, the carrying amount of the notes was reduced by $ 3.9 million, which represents the excess loss on the equity method investment in Joyn over the carrying value of the investment, which has been reduced to zero during the period. The carrying amount of the notes receivable was $ 6.2 million as of September 30, 2022 and is included in prepaid expenses and other current assets on the condensed consolidated balance sheet. Refer to Notes 4 and 12 for additional details on the Company’s investments and equity method investments held in its related parties. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events Zymergen Acquisition On October 19, 2022, Ginkgo completed the previously announced acquisition contemplated by that certain Agreement and Plan of Merger, dated as of July 24, 2022 (the “Merger Agreement”), among Zymergen, a Delaware public benefit corporation, Ginkgo, and Pepper Merger Subsidiary Inc., a Delaware corporation and an indirect wholly owned subsidiary of Ginkgo (“Merger Subsidiary”). Pursuant to the Merger Agreement, Merger Subsidiary merged with and into Zymergen (“the Merger”), with Zymergen surviving the Merger as a wholly owned subsidiary of Ginkgo. As consideration for the transaction, the Company delivered to Zymergen common stockholders approximately 96,889,821 shares of Ginkgo Class A common stock valued at closing at $236.4 million (based on Ginkgo’s closing stock price on October 19, 2022 of $2.44). Bayer Asset Purchase On October 17, 2022, Ginkgo closed the previously announced transaction with Bayer CropScience LP, a Delaware limited partnership (“Bayer”), pursuant to which the Company acquired certain assets and liabilities of Bayer, including Bayer’s 175,000 -square-foot West Sacramento Biologics Research & Development site, team, and internal discovery and lead optimization platform. As consideration for the net assets acquired, the Company paid Bayer $ 80.0 million in cash at closing. Concurrently with the closing, Bayer and Ginkgo entered into a termination agreement, which agreement initiates the dissolution of Joyn, the joint venture created by Ginkgo and Bayer in 2017. The dissolution terms provide for the disbursement of contributed intellectual property back to the respective owners, the disbursement of a joint ownership of certain intellectual property rights created by Joyn, including with respect to Joyn’s nitrogen fixation technology to each party, the disbursement of property and equipment as agreed to by the parties, the assumption by Ginkgo of Joyn's two real estate leases and the transfer of certain employees to Ginkgo. Dissolution costs will be shared equally among Bayer and Ginkgo. Concurrently with the closing, Bayer and Ginkgo also entered into a Technical Development Agreement, under which (i) Ginkgo will grant Bayer exclusive licenses to Ginkgo’s joint ownership right, title and interest to Joyn’s nitrogen fixation intellectual property, (ii) for a three-year period, the parties will research, develop and produce microbial strains and related processes to enable the research, development, production, manufacturing and commercialization of Bayer products in agriculture as part of cell programs pursuant to Technical Development Plans agreed to by the parties, including one targeted to nitrogen fixation and (iii) for a three-year period, Ginkgo will provide certain non-cell-engineering services to Bayer related to product support as described in statements of work agreed to by the parties. In consideration for all programs, services and related licenses, Ginkgo will receive equal quarterly installments over the three-year term plus royalties on worldwide net sales of certain Bayer products developed under the Technical Development Agreement. Circularis Acquisition On October 4, 2022, the Company acquired Circularis Biotechnologies, Inc. (“Circularis”), a biotechnology company with a proprietary circular RNA and promoter screening platform. The acquisition was funded wit h $ 5.0 million in cash and approximately 4.5 million shares of Ginkgo Class A common stock. The purchase price is subject to net working capital and other customary adjustments and includes contingent consideration of up to $ 40.0 million payable primarily upon the achievement of certain clinical trial milestones over a five-year period. The contingent payments, if achieved, are payable in cash or Class A common stock at the election of the Company. 2022 Inducement Plan On October 16, 2022, the Company's Board of Directors adopted the Ginkgo Bioworks Holdings, Inc. 2022 Inducement Plan (the “2022 Inducement Plan”), which is a non-shareholder approved equity incentive plan adopted pursuant to the “inducement exception” provided under NYSE Listed Company Manual Section 303A.08. Pursuant to the terms of the 2022 Inducement Plan, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock units, restricted stock and other stock-based awards as an inducement material to individuals being hired or rehired following a bona fide period of interruption of employment, as an employee of the Company or any of its subsidiaries, including in connection with a merger or acquisition. The terms of the 2022 Inducement Plan are substantially similar to the terms of the Company’s 2021 Incentive Award Plan. The Company has reserved 25 million shares of the Company’s common stock (which may be shares of Class A common stock or Class B common stock) for issuance under the 2022 Inducement Plan. Bolt Threads Note Purchase On October 14, 2022, the Company entered into a senior secured note purchase agreement with Bolt Threads, Inc. (“Bolt Threads”) in the amount of $ 30.0 million. The note matures in October 2024, bears interest equal to the Treasury rate plus 6 % per year and is secured by substantially all of Bolt Thread’s assets including trademarks and patents. Concurrently with the note purchase agreement, the Company entered into a Technical Development Agreement with Bolt Threads under which the Company will perform research and development services pursuant to Technical Development Plans agreed to by the parties in return for consideration on a fixed fee or cost-plus basis plus royalties on net sales of Bolt Thread products developed under the Technical Development Agreement. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission and generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting. Accordingly, certain detailed footnote disclosures which would normally be included with complete financial statements have been omitted. In the opinion of management, all normal recurring adjustments necessary for a fair presentation have been made. These condensed consolidated financial statements should be read in conjunction with the Company's 2021 Annual Report on Form 10-K. Interim results are not necessarily indicative of results for a full year. On September 16, 2021, Soaring Eagle Acquisition Corp. (“SRNG”) consummated the merger transaction contemplated by the agreement and plan of merger, dated as of May 11, 2021, and amended on May 14, 2021 (the “Merger Agreement”), by and among SRNG, SEAC Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Ginkgo Bioworks, Inc., a Delaware corporation (“Old Ginkgo”), whereby Merger Sub merged with and into Old Ginkgo, the separate corporate existence of Merger Sub ceased and Old Ginkgo survived the merger as a wholly owned subsidiary of SRNG (the “Business Combination”). In connection with the consummation of the Business Combination, SRNG changed its name to “Ginkgo Bioworks Holdings, Inc.” and, among other transactions contemplated by the Merger Agreement, the existing equity holders of Old Ginkgo exchanged their equity interests of Old Ginkgo for equity interests of Ginkgo Bioworks Holdings, Inc. The Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, SRNG was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Ginkgo issuing stock for the net assets of SRNG, accompanied by a recapitalization. The net assets of SRNG are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Old Ginkgo. The shares and corresponding capital amounts and loss per share related to Old Ginkgo’s outstanding convertible preferred stock and common stock prior to the Reverse Recapitalization have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, majority owned subsidiaries and variable interest entities if the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent liabilities in the condensed consolidated financial statements. Estimates used in the preparation of these condensed consolidated financial statements include, among others, revenue recognition, stock-based compensation, the fair value of assets acquired and liabilities assumed in a business combination, the fair value of non-cash consideration received from customers, the fair value of notes receivable, the fair value of certain investments including equity method investments, the fair value of warrant liabilities, the allocation of equity method investment losses under the hypothetical liquidation at book value (“HLBV”) method, accrued expenses and income taxes. Actual results could differ materially from those estimates. |
Significant Accounting Policies | Significant Accounting Policies There have been no new or material changes to the Company’s significant accounting policies during the three and nine months ended September 30, 2022 as compared to the significant accounting policies described in Note 2 to the Company's 2021 consolidated financial statements included in the 2021 Annual Report on Form 10-K. |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, under which it may take advantage of an extended transition period for complying with new or revised accounting standards until such time as those standards apply to private companies. The Company has elected not to opt out of this extended transition period and, as a result, these condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. ASU 2021-08 generally should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree's financial statements. Prior to this update, such amounts were recognized by the acquirer at fair value on the acquisition date. The Company early adopted the requirements of ASU 2021-08 to apply the amendments prospectively to all business combinations that occurred on or after April 1, 2022. Recently Issued Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . This standard 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. It also introduces required disclosures for equity securities subject to contractual sale restrictions. This standard becomes effective for the Company on January 1, 2024, with early adoption permitted. The Company is considering the impact of this pronouncement on the financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification (“ASC 842”), which has been clarified and amended by various subsequent updates. ASC 842 requires lessees to record a right-of-use (“ROU”) asset and a lease liability on the balance sheet for all leases with a lease term of more than 12 months. ASC 842 also requires additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. The Company plans to adopt ASC 842 for the fiscal year ending December 31, 2022, and for interim periods within the fiscal year beginning on January 1, 2023. In connection with the adoption of ASC 842, the Company will apply the modified retrospective approach and recognize a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption. The Company has elected to apply the package of practical expedients that allows for not reassessing (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification of any expired or existing leases, and (iii) the accounting for initial direct costs for any existing leases. The Company has also elected, by class of underlying asset, not to apply the recognition requirements of ASC 842 to short-term leases. While the Company continues to assess the various impacts of adoption, the most significant effects will primarily relate to (1) the recognition of an ROU asset and lease liability on the balance sheet for the Company’s existing operating leases; and (2) providing significant new disclosures about leasing activities. The Company does not anticipate that the adoption of ASC 842 will have a material impact on its results of operations and cash flows. |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Acquisition Date Fair Value of the Consideration Transferred | The consideration paid was comprised of common stock and contingent consideration as follows (in thousands): Fair value of Class A common stock $ 17,015 Contingent consideration - restricted stock 3,842 Contingent consideration - milestones 8,464 Total FGen consideration $ 29,321 |
Summary of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date (in thousands): Preliminary Allocation Measurement Period Adjustment Adjusted Allocation Cash and cash equivalents $ 1,430 $ — $ 1,430 Accounts receivable 144 — 144 Other non-current assets 10 — 10 Property and equipment 146 — 146 Intangible assets (1) 21,100 — 21,100 Goodwill (2) 11,001 ( 726 ) 10,275 Accounts payable and accrued expenses ( 29 ) — ( 29 ) Deferred revenue ( 104 ) — ( 104 ) Deferred tax liability ( 4,377 ) 726 ( 3,651 ) Net assets acquired $ 29,321 $ — $ 29,321 (1) Estimated useful life of 15 years. (2) Non-deductible for tax purposes . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Summary of Assets and Liabilities That Are Measured At Fair Value On Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): As of September 30, 2022 Classification Total Level 1 Level 2 Level 3 Assets: Money market funds Cash and cash equivalents $ 1,234,360 $ 1,234,360 $ — $ — Synlogic, Inc. warrants (1) Investments 2,421 — 2,421 — Marketable equity securities (2) Investments 22,461 16,804 5,657 — Notes receivable Prepaid expenses and other current assets 11,828 — — 11,828 Total assets $ 1,271,070 $ 1,251,164 $ 8,078 $ 11,828 Liabilities: Public Warrants Warrant liabilities $ 24,839 $ 24,839 $ — $ — Private Placement Warrants Warrant liabilities 14,900 — — 14,900 Contingent consideration Accrued expenses and other current liabilities 3,330 — — 3,330 Contingent consideration Other non-current liabilities 15,701 — — 15,701 Total liabilities $ 58,770 $ 24,839 $ — $ 33,931 As of December 31, 2021 Classification Total Level 1 Level 2 Level 3 Assets: Money market funds Cash and cash equivalents $ 1,482,063 $ 1,482,063 $ — $ — Synlogic, Inc. warrants (1) Investments 6,166 — 6,166 — Marketable equity securities (2) Investments 25,676 15,345 10,331 — Notes receivable Prepaid expenses and other current assets 11,559 — — 11,559 Total assets $ 1,525,464 $ 1,497,408 $ 16,497 $ 11,559 Liabilities: Public Warrants Warrant liabilities $ 77,280 $ 77,280 $ — $ — Private Placement Warrants Warrant liabilities 58,558 — — 58,558 Contingent consideration Other non-current liabilities 8,467 — — 8,467 Total liabilities $ 144,305 $ 77,280 $ — $ 67,025 (1) The fair value of Synlogic, Inc. warrants is calculated as the quoted price of the underlying common stock, less the unpaid exercise price of the warrants. (2) Marketable equity securities classified as Level 2 reflect a discount for lack of marketability due to regulatory sales restrictions, which lapsed on a portion of the shares held during the nine months ended September 30, 2022 and were reclassified as Level 1. |
Schedule of Change in the Fair Value of the Warrant Liability | The following table provides a reconciliation of notes receivable measured at fair value using Level 3 significant unobservable inputs (in thousands): 2022 2021 Balance at January 1 $ 11,559 $ 15,566 Proceeds from notes receivable — ( 304 ) Change in fair value 269 ( 1,196 ) Balance at September 30 $ 11,828 $ 14,066 |
Summary of Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement date: September 30, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 3.12 $ 8.31 Volatility 73.5 % 58.7 % Term (in years) 3.96 4.71 Risk-free interest rate 4.01 % 1.25 % |
Summary of recurring Level 3 fair value measurements of contingent consideration liabilities | The recurring Level 3 fair value measurements of contingent consideration liabilities included the following significant unobservable inputs as of the periods presented: September 30, 2022 December 31, 2021 Contingent Consideration Liability Valuation Technique Unobservable Input Range Range Earnout payments (FGen and Dutch DNA acquisitions) Probability-weighted present value Probability of payment 2 %- 95 % 10 % - 80 % Discount rate 18.5 %- 20.6 % 10.7 % - 11.3 % Earnout payments (Dutch DNA acquisition) Discounted cash flow Projected years of payments 2022 - 2028 2022 - 2037 Discount rate 12.5 % 9 % |
Contingent Consideration [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Change in the Fair Value of the Warrant Liability | The following table provides a reconciliation of the contingent consideration liability measured at fair value using Level 3 significant unobservable inputs (in thousands): 2022 2021 Balance at January 1 $ 8,467 $ — Additions 13,150 8,760 Change in fair value 58 ( 23 ) Settlements and payments ( 2,644 ) — Balance at September 30 $ 19,031 $ 8,737 |
Private Placement Warrants [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Change in the Fair Value of the Warrant Liability | The following table provides a reconciliation of the Private Placement Warrants measured at fair value using Level 3 significant unobservable inputs (in thousands): 2022 2021 Balance at January 1 $ 58,558 $ — Additions pursuant to the Business Combination — 90,263 Change in fair value ( 43,658 ) 5,717 Balance at September 30 $ 14,900 $ 95,980 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Summary of VIE assets and Liabilities | The following table presents the carrying amounts and classification of the VIEs’ assets and liabilities included in the condensed consolidated balance sheet (in thousands): As of September 30, As of December 31, 2022 2021 Cash and cash equivalents $ — $ 58,025 Prepaid expenses and other current assets 6,177 737 Equity method investments — 11,694 Total assets $ 6,177 $ 70,456 Accounts payable $ — $ 188 Accrued expenses and other current liabilities — 440 Total liabilities $ — $ 628 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Financial Statement Information [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | The reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet to the totals shown within the condensed consolidated statements of cash flows is as follows (in thousands): As of September 30, 2022 2021 Cash and cash equivalents $ 1,302,603 $ 1,739,056 Restricted cash included in prepaid expenses and other current assets (1) 6,594 — Restricted cash included in other non-current assets (1) 36,313 26,239 Total cash, cash equivalents and restricted cash $ 1,345,510 $ 1,765,295 (1) I ncludes cash balances collateralizing letters of credit associated with the Company’s facility leases and a customer prepayment requiring segregation and restrictions in its use in accordance with the customer agreement. |
Schedule of Inventory, Net | Inventory, net consisted of the following (in thousands): As of September 30, As of December 31, 2022 2021 Finished goods $ 5,587 $ 3,264 Raw materials 1,281 64 Work in process — 50 Less: inventory reserve ( 1,008 ) ( 16 ) Inventory, net $ 5,860 $ 3,362 |
Summary of Property and Equipment Net | Property and equipment, net consisted of the following (in thousands): As of September 30, As of December 31, 2022 2021 Facilities $ 12,762 $ 12,762 Furniture and fixtures 4,787 4,617 Lab equipment 120,715 113,963 Computer equipment and software 13,128 10,129 Leasehold improvements 56,022 55,033 Construction in progress 63,597 10,278 Vehicles — 40 Total property and equipment 271,011 206,822 Less: Accumulated depreciation ( 83,434 ) ( 61,052 ) Property and equipment, net $ 187,577 $ 145,770 |
Schedule of Capitalization | The following table presents the Company’s authorized, issued, and outstanding common stock as of the dates indicated: Authorized Issued Outstanding Common stock as of September 30, 2022: Class A 10,500,000,000 1,200,083,137 1,096,899,134 Class B 4,500,000,000 391,840,871 351,364,090 Class C 800,000,000 200,000,000 200,000,000 15,800,000,000 1,791,924,008 1,648,263,224 Common stock as of December 31, 2021: Class A 10,500,000,000 1,326,146,808 1,273,976,963 Class B 4,500,000,000 364,844,007 337,415,189 Class C 800,000,000 — — 15,800,000,000 1,690,990,815 1,611,392,152 |
Investments and Equity Method_2
Investments and Equity Method Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investments and Equity Method Investments | Investments and equity method investments consisted of the following (in thousands): As of September 30, As of December 31, 2022 2021 Investments: Genomatica, Inc. preferred stock $ 44,885 $ 55,000 Synlogic, Inc. common stock 6,024 15,345 Synlogic, Inc. warrants 2,421 6,166 Marketable equity securities 16,437 10,331 Non-marketable equity securities 17,543 15,195 SAFE 9,000 — Total $ 96,310 $ 102,037 Equity method investments (1) : Joyn Bio, LLC $ — $ 11,694 BiomEdit, LLC 3,013 — Other 1,122 1,500 Total $ 4,135 $ 13,194 (1) Equity method investments in Platform Ventures with a carrying value of zero as of September 30, 2022 and December 31, 2021 were excluded from the table. |
Schedule of (losses) gains on investments and equity method investments | (Losses) gains on investments and equity method investments consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (Loss) gain on investments: Synlogic, Inc. common stock $ ( 1,268 ) $ ( 5,327 ) $ ( 9,321 ) $ 5,642 Synlogic, Inc. warrants ( 510 ) ( 2,140 ) ( 3,746 ) 2,268 Genomatica, Inc. — — ( 10,115 ) — Marketable equity securities 215 ( 4,901 ) ( 16,604 ) ( 4,901 ) Non-marketable equity securities ( 195 ) — ( 195 ) — Total $ ( 1,758 ) $ ( 12,368 ) $ ( 39,981 ) $ 3,009 Loss on equity method investments: Joyn Bio, LLC (1) $ ( 5,226 ) $ ( 4,192 ) $ ( 15,637 ) $ ( 12,567 ) Allonnia, LLC — — — ( 12,698 ) Arcaea, LLC — ( 35,459 ) — ( 47,356 ) Verb Biotics, LLC — — ( 15,900 ) — BiomEdit, LLC ( 1,308 ) — ( 5,860 ) — Ayana, LLC ( 15,989 ) — ( 15,989 ) — Other ( 188 ) — ( 378 ) — Total $ ( 22,711 ) $ ( 39,651 ) $ ( 53,764 ) $ ( 72,621 ) (1) The loss on equity method investment in Joyn in excess over the carrying value of zero of the equity method investment in Joyn during the three and nine months ended September 30, 2022 was recorded as a reduction to the convertible promissory notes receivable from Joyn (see Note 14). |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | All goodwill is allocated to the Foundry reporting unit and segment identified in Note 11. Changes in the carrying amount of goodwill consisted of the following (in thousands): Balance as of December 31, 2021 $ 21,312 Goodwill acquired in acquisitions 11,001 Impact of foreign currency translation ( 2,621 ) Measurement period adjustments ( 888 ) Balance as of September 30, 2022 $ 28,804 |
Schedule of Intangible Assets | Intangible assets, net consisted of the following (in thousands): Gross (1) Accumulated (1) Net Weighted Average September 30, 2022: Acquired technology $ 52,903 $ ( 5,494 ) $ 47,409 11.9 Customer relationships 380 ( 24 ) 356 1.9 Assembled workforce 190 ( 17 ) 173 1.3 Total intangible assets $ 53,473 $ ( 5,535 ) $ 47,938 December 31, 2021: Acquired technology $ 25,038 $ ( 3,396 ) $ 21,642 13.3 (1) Gross carrying value and accumulated amortization include the impact of cumulative foreign currency translation adjustments. |
Schedule of Estimated Future Amortization Expense | T he estimated future amortization expense for intangible assets remaining as of September 30, 2022 is as follows (in thousands): Remainder of 2022 $ 1,362 2023 5,446 2024 5,246 2025 5,122 2026 5,122 Thereafter 25,640 Total $ 47,938 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation | The following table summarizes stock-based compensation expense by financial statement line item in the Company’s condensed consolidated statements of operations and comprehensive loss for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 186,864 $ 20 $ 664,710 $ 60 General and administrative 376,273 107 1,157,762 14,704 Total $ 563,137 $ 127 $ 1,822,472 $ 14,764 |
Summary of Stock Option Activity | A summary of stock option activity for the nine months ended September 30, 2022 is presented below: Number Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate (1) (in years) (in thousands) Outstanding as of December 31, 2021 22,454,663 $ 0.05 Granted 922,227 $ 2.87 Exercised ( 6,055,746 ) $ 0.02 Outstanding as of September 30, 2022 17,321,144 $ 0.22 1.98 $ 50,891 Exercisable as of September 30, 2022 16,364,395 $ 0.04 1.53 $ 50,664 (1) The aggregate intrinsic value is calculated as the difference between the Company's closing stock price on the last trading day of the quarter and the exercise prices, multiplied by the number of in-the-money stock options. |
Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards Granted | The weighted-average fair value of options granted during the nine months ended September 30, 2022 and 2021 was $ 1.92 and $ 8.97 per share, respectively, and was calculated using the following key input assumptions in the Black-Scholes option-pricing model: Nine Months Ended September 30, 2022 2021 Risk -free interest rate 2.95 % 0.11 % Expected dividend yield 0 % 0 % Expected volatility 79.6 % 88.6 % Expected term 5.75 years 0.96 years |
Summary of RSU Activity | A summary of the RSU and restricted stock award (“RSA”) activity for the nine months ended September 30, 2022 is presented below: Restricted Stock Units Restricted Stock Awards Number of Weighted (1) Number of Weighted Nonvested as of December 31, 2021 168,321,952 $ 13.58 182,622 $ 1.99 Granted 77,356,521 $ 3.68 — $ — Vested ( 23,478,847 ) $ 12.37 ( 133,897 ) $ 1.99 Forfeited ( 6,530,226 ) $ 8.65 — $ — Nonvested as of September 30, 2022 215,669,400 $ 10.31 48,725 $ 1.99 (1) The weighted average grant date fair value of awards granted prior to the modification date reflect the modification-date fair value and not the original grant date fair value. |
Summary of Activity For Earnout RSA | A summary of activity during the nine months ended September 30, 2022 for the Earnout RSUs and the earnout shares underlying Old Ginkgo RSAs (“Earnout RSAs”) is presented below: Number of Weighted Nonvested as of December 31, 2021 27,863,125 $ 12.87 Vested ( 622,282 ) $ 13.33 Forfeited ( 369,078 ) $ 12.92 Nonvested as of September 30, 2022 26,871,765 $ 12.86 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation Of Revenue | The following table sets forth the percentage of Foundry revenues by industry based on total Foundry revenue: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Pharma and biotech 33 % 4 % 21 % 9 % Consumer and technology 28 % 52 % 44 % 34 % Food and nutrition 17 % 19 % 11 % 22 % Industrial and environment 15 % 12 % 16 % 17 % Agriculture 3 % 8 % 4 % 9 % Government and defense 4 % 5 % 4 % 9 % Total Foundry revenue 100 % 100 % 100 % 100 % |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents summary results of the Company’s reportable segments for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: Foundry $ 24,679 $ 34,737 $ 90,409 $ 78,833 Biosecurity 41,719 42,873 289,012 86,510 Total revenue 66,398 77,610 379,421 165,343 Segment cost of revenue: Biosecurity 24,655 22,302 173,998 63,112 Segment research and development expense: Foundry 63,402 42,897 173,470 114,619 Biosecurity 387 2,093 1,347 29,870 Total segment research and development expense 63,789 44,990 174,817 144,489 Segment general and administrative expense: Foundry 41,569 17,026 104,863 44,903 Biosecurity 17,039 11,689 42,683 21,308 Total segment general and administrative expense 58,608 28,715 147,546 66,211 Segment operating income (loss): Foundry ( 80,292 ) ( 25,186 ) ( 187,924 ) ( 80,689 ) Biosecurity ( 362 ) 6,789 70,984 ( 27,780 ) Total segment operating income (loss) ( 80,654 ) ( 18,397 ) ( 116,940 ) ( 108,469 ) Operating expenses not allocated to segments: Stock-based compensation (1) 563,385 127 1,829,690 14,764 Depreciation and amortization 9,224 8,148 27,756 20,499 Change in fair value of contingent consideration liability ( 242 ) — 58 — Loss from operations $ ( 653,021 ) $ ( 26,672 ) $ ( 1,974,444 ) $ ( 143,732 ) (1) Includes $ 0.2 million and $ 7.2 million in employer payroll taxes for the three and nine months ended September 30, 2022, respectively. Employer payroll taxes for the three and nine months ended September 30, 2021 were no t material. |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary Of Anti-Dilutive Shares | The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to Ginkgo Bioworks Holdings, Inc. common stockholders for the periods presented because including them would have been anti-dilutive: As of September 30, 2022 2021 Warrants to purchase Class A common stock 51,824,895 51,824,925 Outstanding stock options 19,541,474 29,199,113 Unvested RSUs 215,669,400 254,254,142 Unvested RSAs 48,725 241,754 Earnout shares (1) 160,132,478 205,602,316 447,216,972 541,122,250 (1) Represents earnout shares for which the service-based vesting conditions and/or market conditions have not been met. |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Summary of Condensed Consolidated Balance Sheets | Significant related party transactions included in the condensed consolidated balance sheet are summarized below (in thousands): As of September 30, 2022 As of December 31, 2021 Accounts receivable: Joyn $ 4 $ 5 Motif — 3,020 Allonnia 580 849 Arcaea 479 724 Verb 607 — Ayana 425 — $ 2,095 $ 4,598 Deferred revenue, current and non-current: Joyn $ 1,785 $ 4,608 Motif 51,933 52,171 Genomatica 8,611 17,111 Allonnia 35,876 38,016 Arcaea 40,628 47,356 Other equity investees 214 1,559 $ 139,047 $ 160,821 |
Summary of Condensed Consolidated Statements of Operations and Comprehensive Loss | Significant related party transactions included in the condensed consolidated statements of operations and comprehensive loss are summarized below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Foundry revenue: Joyn $ 694 $ 1,515 $ 2,842 $ 4,267 Motif 83 6,099 1,930 16,203 Genomatica 2,737 3,279 8,500 9,480 Allonnia 580 913 4,240 4,277 Arcaea 4,014 1,316 10,311 2,507 Verb 825 — 1,763 — Ayana 685 — 685 — Other equity investees 414 2 1,286 12 $ 10,032 $ 13,124 $ 31,557 $ 36,746 |
Acquisition - Summary of Acquis
Acquisition - Summary of Acquisition Date Fair Value of the Consideration Transferred (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 01, 2022 | Sep. 30, 2022 | |
FGen AG [Member] | ||
Business Acquisition [Line Items] | ||
Asset Acquisition, Consideration Transferred, Total | $ 29,321 | |
Common Class A [Member] | FGen [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of Class A common stock | 17,015 | |
Restricted Stock [Member] | FGen AG [Member] | ||
Business Acquisition [Line Items] | ||
Contingent consideration | $ 3,800 | 3,842 |
Milestones [Member] | FGen AG [Member] | ||
Business Acquisition [Line Items] | ||
Contingent consideration | $ 8,464 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Apr. 04, 2022 | Apr. 01, 2022 | Jul. 01, 2021 | Aug. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Other | $ 35,300,000 | |||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | $ 11,100,000 | |||||||||
Common Stock, Shares, Issued | 4,051,107 | 2,587,819 | 1,791,924,008 | 1,791,924,008 | 1,690,990,815 | |||||
Common Stock, Value, Issued | $ 8,400,000 | $ 165,000 | $ 165,000 | $ 161,000 | ||||||
Direct transaction costs | 700,000 | |||||||||
Contingent Consideration Classified as Equity, Fair Value Disclosure | 800,000 | 800,000 | ||||||||
Estimated fair value | $ 1,900,000 | |||||||||
General and administrative expenses | $ 1,700,000 | 435,184,000 | $ 28,959,000 | 1,308,379,000 | $ 81,326,000 | |||||
Business Combination, Cash Consideration Transferred | 11,400,000 | $ 2,000,000 | ||||||||
Business Combination, Acquisition Related Costs | 600,000 | |||||||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 258,781 | |||||||||
Employee Retention Payments | $ 1,000,000 | |||||||||
Payments to Acquire Intangible Assets | 11,200,000 | |||||||||
Deferred revenue | $ 100,000 | 139,047,000 | 139,047,000 | $ 160,821,000 | ||||||
Fair Value Adjustment Related To Deferred Income Taxes | $ 700,000 | |||||||||
Restricted Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration of restricted stock | 1,698,850 | |||||||||
Restricted Stock [Member] | FGen AG [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration | $ 3,800,000 | $ 3,842,000 | ||||||||
Tranche 1 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares vested | 461,200 | |||||||||
Shares forfeited | $ 584,246 | |||||||||
Tranche 2 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares vested | 461,200 | |||||||||
Shares forfeited | $ 584,246 | |||||||||
Tranche 3 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Remaining restricted shares | 653,404 | |||||||||
Class A common stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Other | $ 17,000,000 | |||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 8,800,000 | |||||||||
Common Stock, Shares, Issued | 5,749,957 | 1,633,937 | 1,200,083,137 | 1,200,083,137 | 1,326,146,808 | |||||
Common Stock, Value, Issued | $ 15,100,000 | |||||||||
FGen [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Contingent Consideration, Asset | $ 5,000,000 | |||||||||
Business Combination, Contingent Consideration, Liability | 20,000,000 | |||||||||
Milestone payments | $ 25,000,000 | |||||||||
Business Acquisition, Description of Acquired Entity | The $5.0 million payable to employees is accounted for separately from the business combination as post combination compensation expense to be recognized over the requisite service period. The fair value of the $20.0 million in contingent consideration on the acquisition date was determined using a scenario-based method. | |||||||||
FGen [Member] | Restricted Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Share Price | $ 4.20 | |||||||||
FGen [Member] | Class A common stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Share Price | $ 4.20 | |||||||||
Bitome, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Repayment of outstanding convertible debt | $ 100,000 | |||||||||
Change in fair value of contingent consideration liability | $ 400,000 | |||||||||
Business Acquisition, Name of Acquired Entity | Bitome, Inc. (“Bitome”) | |||||||||
Business Acquisition, Description of Acquired Entity | a privately-held company with an integrated metabolite monitoring platform that is expected to support accelerated product development timelines across Ginkgo's portfolio of cell programs. The Company accounted for the transaction as an asset acquisition as substantially all of the value received was concentrated in the intellectual property acquired. | |||||||||
Bitome, Inc. [Member] | Class A common stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common Stock, Shares, Issued | 388,649 | |||||||||
Common Stock, Value, Issued | $ 1,200,000 | |||||||||
Dutch Dna Biotech BV [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Contingent Consideration, Liability | $ 20,000,000 | $ 20,000,000 | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% |
Acquisition - Summary of Fair V
Acquisition - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Details) $ in Thousands | Sep. 30, 2022 USD ($) | |
FGen [Member] | Preliminary Allocation [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | $ 1,430 | |
Accounts receivable | 144 | |
Other non-current assets | 10 | |
Property and equipment | 146 | |
Intangible assets | 21,100 | [1] |
Goodwill | 11,001 | [2] |
Accounts payable and accrued expenses | (29) | |
Deferred revenue | (104) | |
Deferred tax liability | (4,377) | |
Net assets acquired | 29,321 | |
FGen [Member] | Measurement Period Adjustment [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 0 | |
Accounts receivable | 0 | |
Other non-current assets | 0 | |
Property and equipment | 0 | |
Intangible assets | 0 | [1] |
Goodwill | (726) | [2] |
Accounts payable and accrued expenses | 0 | |
Deferred revenue | 0 | |
Deferred tax liability | (726) | |
Net assets acquired | 0 | |
FGen [Member] | Adjusted Allocation [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 1,430 | |
Accounts receivable | 144 | |
Other non-current assets | 10 | |
Property and equipment | 146 | |
Intangible assets | 21,100 | [1] |
Goodwill | 10,275 | [2] |
Accounts payable and accrued expenses | (29) | |
Deferred revenue | 104 | |
Deferred tax liability | 3,651 | |
Net assets acquired | 29,321 | |
Dutch Dna Biotech BV [Member] | Preliminary Allocation [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 387 | |
Accounts receivable | 149 | |
Property and equipment | 234 | |
Intangible assets | 20,500 | [3] |
Goodwill | 15,177 | [4] |
Accounts payable and accrued expenses | (137) | |
Net assets acquired | 35,298 | |
Prepaid expenses and other current assets | 170 | |
Accounts payable | 194 | |
Other non-current liabilities | 988 | |
Dutch Dna Biotech BV [Member] | Measurement Period Adjustment [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 0 | [5] |
Accounts receivable | 0 | [5] |
Property and equipment | 0 | [5] |
Intangible assets | 0 | [3],[5] |
Goodwill | 4,839 | [4],[5] |
Accounts payable and accrued expenses | (49) | [5] |
Deferred tax liability | 4,790 | [5] |
Net assets acquired | 0 | [5] |
Prepaid expenses and other current assets | 0 | [5] |
Accounts payable | 0 | [5] |
Other non-current liabilities | 0 | [5] |
Dutch Dna Biotech BV [Member] | Adjusted Allocation [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 387 | |
Accounts receivable | 149 | |
Property and equipment | 234 | |
Intangible assets | 20,500 | [3] |
Goodwill | 20,016 | [4] |
Accounts payable and accrued expenses | (186) | |
Deferred tax liability | 4,790 | |
Net assets acquired | 35,298 | |
Prepaid expenses and other current assets | 170 | |
Accounts payable | (194) | |
Other non-current liabilities | $ (988) | |
[1] Estimated useful life of 15 years. Non-deductible for tax purposes (1) Estimated useful life of 15 years. (2) Non-deductible for tax purposes. (3) Represents adjustments related to deferred income taxes and the final determination of net-working capital as of the acquisition date. |
Acquisition - Summary of Fair_2
Acquisition - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical) (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Intangibles estimated useful life | 15 years |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | $ 39,739 | $ 135,838 | |
Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | 1,271,070 | 1,525,464 | |
Total liabilities | 58,770 | 144,305 | |
Fair Value, Recurring [Member] | Marketable Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | [1] | 22,461 | 25,676 |
Fair Value, Recurring [Member] | Warrants [Member] | Synlogic, Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | [2] | 2,421 | 6,166 |
Fair Value, Recurring [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Receivables, Fair Value Disclosure | 11,828 | 11,559 | |
Fair Value, Recurring [Member] | Accrued Expenses and Other Current Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, included in other non-current liabilities | 3,330 | ||
Fair Value, Recurring [Member] | Other Noncurrent Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, included in other non-current liabilities | 15,701 | 8,467 | |
Fair Value, Recurring [Member] | Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in cash and cash equivalents | 1,234,360 | 1,482,063 | |
Fair Value, Recurring [Member] | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | 1,251,164 | 1,497,408 | |
Total liabilities | 24,839 | 77,280 | |
Fair Value, Recurring [Member] | Level 1 | Synlogic, Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | [2] | 0 | |
Fair Value, Recurring [Member] | Level 1 | Marketable Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | [1] | 16,804 | 15,345 |
Fair Value, Recurring [Member] | Level 1 | Warrants [Member] | Synlogic, Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | [2] | 0 | |
Fair Value, Recurring [Member] | Level 1 | Prepaid Expenses and Other Current Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Receivables, Fair Value Disclosure | 0 | 0 | |
Fair Value, Recurring [Member] | Level 1 | Accrued Expenses and Other Current Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, included in other non-current liabilities | 0 | ||
Fair Value, Recurring [Member] | Level 1 | Other Noncurrent Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, included in other non-current liabilities | 0 | 0 | |
Fair Value, Recurring [Member] | Level 1 | Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in cash and cash equivalents | 1,234,360 | 1,482,063 | |
Fair Value, Recurring [Member] | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | 8,078 | 16,497 | |
Total liabilities | 0 | 0 | |
Fair Value, Recurring [Member] | Level 2 | Synlogic, Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | [2] | 6,166 | |
Fair Value, Recurring [Member] | Level 2 | Marketable Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | [1] | 5,657 | 10,331 |
Fair Value, Recurring [Member] | Level 2 | Warrants [Member] | Synlogic, Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | [2] | 2,421 | |
Fair Value, Recurring [Member] | Level 2 | Prepaid Expenses and Other Current Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Receivables, Fair Value Disclosure | 0 | 0 | |
Fair Value, Recurring [Member] | Level 2 | Accrued Expenses and Other Current Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, included in other non-current liabilities | 0 | ||
Fair Value, Recurring [Member] | Level 2 | Other Noncurrent Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, included in other non-current liabilities | 0 | 0 | |
Fair Value, Recurring [Member] | Level 2 | Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in cash and cash equivalents | 0 | 0 | |
Fair Value, Recurring [Member] | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | 11,828 | 11,559 | |
Total liabilities | 33,931 | 67,025 | |
Fair Value, Recurring [Member] | Level 3 | Synlogic, Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | [2] | 0 | |
Fair Value, Recurring [Member] | Level 3 | Marketable Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | [1] | 0 | 0 |
Fair Value, Recurring [Member] | Level 3 | Warrants [Member] | Synlogic, Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | [2] | 0 | |
Fair Value, Recurring [Member] | Level 3 | Prepaid Expenses and Other Current Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Receivables, Fair Value Disclosure | 11,828 | 11,559 | |
Fair Value, Recurring [Member] | Level 3 | Accrued Expenses and Other Current Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, included in other non-current liabilities | 3,330 | ||
Fair Value, Recurring [Member] | Level 3 | Other Noncurrent Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, included in other non-current liabilities | 15,701 | 8,467 | |
Fair Value, Recurring [Member] | Level 3 | Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in cash and cash equivalents | 0 | 0 | |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 14,900 | 58,558 | |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 0 | 0 | |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 0 | 0 | |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 14,900 | 58,558 | |
Public Warrants [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 24,839 | 77,280 | |
Public Warrants [Member] | Fair Value, Recurring [Member] | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 24,839 | 77,280 | |
Public Warrants [Member] | Fair Value, Recurring [Member] | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 0 | 0 | |
Public Warrants [Member] | Fair Value, Recurring [Member] | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | $ 0 | $ 0 | |
[1] Marketable equity securities classified as Level 2 reflect a discount for lack of marketability due to regulatory sales restrictions, which lapsed on a portion of the shares held during the nine months ended September 30, 2022 and were reclassified as Level 1. The fair value of Synlogic, Inc. warrants is calculated as the quoted price of the underlying common stock, less the unpaid exercise price of the warrants. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Volatility | 62.30% | 85.50% | |||
Years to Maturity | 1 month 17 days | 10 months 17 days | |||
Risk Free Interest Rate | 2.95% | 0.11% | |||
Risk adjusted rate | 0.351 | 30.9 | |||
Expected Dividend Yield | 0% | 0% | |||
Genomatica Inc Preferred Stock [Member] | |||||
Impairment charges | $ 10,100 | $ 0 | $ 10,100 | $ 0 | |
FGen AG [Member] | |||||
Contingent consideration, included in other non-current liabilities | 20,000 | ||||
Business combination consideration liability settled | 1,900 | ||||
Dutch Dna Biotech BV [Member] | |||||
Contingent consideration, included in other non-current liabilities | $ 20,000 | ||||
Decrease in the fair value of the contingent consideration liability | 700 | ||||
Payment for achievement of a technical development milestone | $ 700 | ||||
Promissory Note [Member] | |||||
Probabilities rate | 50% | 50% | |||
Recovery rate on first lien debt | 63% | 63% | |||
Discount Rate | 15% | 15% | |||
Glycosyn Promissory Note [Member] | |||||
Unpaid Principal Amount | $ 5,400 | $ 5,400 | |||
Fair Value Of Promissory Note | $ 1,900 | 1,800 | |||
Level 3 | Public Warrants [Member] | |||||
Assumed Class Of Warrant Or Right Outstanding | 34,499,925 | ||||
Level 3 | Private Placement Warrants [Member] | |||||
Assumed Class Of Warrant Or Right Outstanding | 17,325,000 | ||||
Access Bio [Member] | |||||
Unpaid Principal Amount | $ 10,000 | 10,000 | |||
Fair Value Of Promissory Note | $ 10,000 | $ 9,800 | |||
Risk Free Interest Rate | 2.90% | 0.30% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Change in the Fair Value of the Warrant Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Beginning balance warrant liabilities | $ 11,559 | $ 15,566 |
Proceeds from notes receivable | 0 | (304) |
Change in fair value | 269 | (1,196) |
Ending balance warrant liabilities | 11,828 | 14,066 |
Contingent Consideration [Member] | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Beginning balance warrant liabilities | 8,467 | 0 |
Additions pursuant to the business combination | 13,150 | 8,760 |
Change in fair value | 58 | (23) |
Settlements and payments | (2,644) | 0 |
Ending balance warrant liabilities | 19,031 | 8,737 |
Private Placement Warrants [Member] | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Beginning balance warrant liabilities | 58,558 | 0 |
Additions pursuant to the business combination | 0 | 90,263 |
Change in fair value | (43,658) | 5,717 |
Ending balance warrant liabilities | $ 14,900 | $ 95,980 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) - Fair Value, Inputs, Level 3 [Member] | Sep. 30, 2022 | Dec. 31, 2021 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 11.50 | 11.50 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 3.12 | 8.31 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 73.5 | 58.7 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 3.96 | 4.71 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 4.01 | 1.25 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the recurring Level 3 fair value measurements of contingent consideration liabilities (Details) - Fair Value, Recurring [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Discounted Cash Flow | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount Rate | 12.50% | 9% |
Minimum [Member] | Discounted Cash Flow | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount Rate | 18.50% | |
Projected years of payments | 2022 years | 2022 years |
Minimum [Member] | Probability-weighted present value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount Rate | 10.70% | |
Probability of payment | 2% | 10% |
Maximum [Member] | Discounted Cash Flow | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount Rate | 20.60% | |
Projected years of payments | 2028 years | 2037 years |
Maximum [Member] | Probability-weighted present value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount Rate | 11.30% | |
Probability of payment | 95% | 80% |
Investments and Equity Method_3
Investments and Equity Method Investments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Genomatica Inc Preferred Stock [Member] | ||||
Net Investment Income [Line Items] | ||||
Impairment charges | $ 10,100 | $ 0 | $ 10,100 | $ 0 |
Investments and Equity Method_4
Investments and Equity Method Investments - Schedule of Investments and Equity Method Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Net Investment Income [Line Items] | |||
Investments | $ 96,310 | $ 102,037 | |
Equity method investments | [1] | 4,135 | 13,194 |
Genomatica Inc Preferred Stock [Member] | |||
Net Investment Income [Line Items] | |||
Investments | 44,885 | 55,000 | |
Synlogic, Inc. Common Stock [Member] | |||
Net Investment Income [Line Items] | |||
Investments | 6,024 | 15,345 | |
Synlogic, Inc. Warrant [Member] | |||
Net Investment Income [Line Items] | |||
Investments | 2,421 | 6,166 | |
Marketable Equity Securities [Member] | |||
Net Investment Income [Line Items] | |||
Investments | 16,437 | 10,331 | |
Non Marketable Equity Securities [Member] | |||
Net Investment Income [Line Items] | |||
Investments | 17,543 | 15,195 | |
SAFE [Member] | |||
Net Investment Income [Line Items] | |||
Investments | 9,000 | 0 | |
Joyn Bio, LLC [Member] | |||
Net Investment Income [Line Items] | |||
Equity method investments | [1] | 0 | 11,694 |
BiomEdit, LLC [Member] | |||
Net Investment Income [Line Items] | |||
Equity method investments | [1] | 3,013 | 0 |
Other [Member] | |||
Net Investment Income [Line Items] | |||
Equity method investments | [1] | $ 1,122 | $ 1,500 |
[1] Equity method investments in Platform Ventures with a carrying value of zero as of September 30, 2022 and December 31, 2021 were excluded from the table. |
Investments and Equity Method_5
Investments and Equity Method Investments - Schedule of Investments and Equity Method Investments (Parenthetical) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Net Investment Income [Line Items] | |||
Equity Method Investments | [1] | $ 4,135 | $ 13,194 |
Platform Ventures [Member] | |||
Net Investment Income [Line Items] | |||
Equity Method Investments | $ 0 | $ 0 | |
[1] Equity method investments in Platform Ventures with a carrying value of zero as of September 30, 2022 and December 31, 2021 were excluded from the table. |
Investments and Equity Method_6
Investments and Equity Method Investments - Schedule of (Losses) Gains on Investments and Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Net Investment Income [Line Items] | |||||
(Loss) gain on investments | $ (1,758) | $ (12,368) | $ (39,981) | $ 3,009 | |
Loss on equity method investments | (22,711) | (39,651) | (53,764) | (72,621) | |
Synlogic, Inc. Common Stock [Member] | |||||
Net Investment Income [Line Items] | |||||
(Loss) gain on investments | (1,268) | (5,327) | (9,321) | (5,642) | |
Synlogic, Inc. Warrant [Member] | |||||
Net Investment Income [Line Items] | |||||
(Loss) gain on investments | (510) | (2,140) | (3,746) | (2,268) | |
Genomatica, Inc. [Member] | |||||
Net Investment Income [Line Items] | |||||
(Loss) gain on investments | 0 | 0 | (10,115) | 0 | |
Marketable Equity Securities [Member] | |||||
Net Investment Income [Line Items] | |||||
(Loss) gain on investments | 215 | (4,901) | (16,604) | (4,901) | |
Non Marketable Equity Securities [Member] | |||||
Net Investment Income [Line Items] | |||||
(Loss) gain on investments | (195) | 0 | (195) | 0 | |
Joyn Bio, LLC [Member] | |||||
Net Investment Income [Line Items] | |||||
Loss on equity method investments | [1] | (5,226) | (4,192) | (15,637) | (12,567) |
Allonnia, LLC [Member] | |||||
Net Investment Income [Line Items] | |||||
Loss on equity method investments | 0 | 0 | 0 | (12,698) | |
Arcaea LLC [Member] | |||||
Net Investment Income [Line Items] | |||||
Loss on equity method investments | 0 | (35,459) | 0 | (47,356) | |
Verb Biotics LLC [Member] | |||||
Net Investment Income [Line Items] | |||||
Loss on equity method investments | 0 | 0 | (15,900) | 0 | |
BiomEdit, LLC [Member] | |||||
Net Investment Income [Line Items] | |||||
Loss on equity method investments | (1,308) | 0 | (5,860) | 0 | |
Ayana Bio LLC [Member] | |||||
Net Investment Income [Line Items] | |||||
Loss on equity method investments | (15,989) | (15,989) | 0 | ||
Other [Member] | |||||
Net Investment Income [Line Items] | |||||
Loss on equity method investments | $ (188) | $ 0 | $ (378) | $ 0 | |
[1] The loss on equity method investment in Joyn in excess over the carrying value of zero of the equity method investment in Joyn during the three and nine months ended September 30, 2022 was recorded as a reduction to the convertible promissory notes receivable from Joyn (see Note 14). |
Variable Interest Entities (Add
Variable Interest Entities (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Variable Interest Entity [Line Items] | |||||||
Gain on deconsolidation of subsidiaries | $ 15,989 | $ 0 | $ 31,889 | $ 0 | |||
Carrying value of the equity method investment | [1] | 4,135 | 4,135 | $ 13,194 | |||
Loss on equity method investments | (22,711) | $ (39,651) | (53,764) | $ (72,621) | |||
Ayana Bio LLC [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Carrying value of the equity method investment | 16,000 | 16,000 | |||||
Ayana Bio LLC [Member] | In Process Research and Development [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Loss on equity method investments | 31,900 | ||||||
Ayana Bio LLC [Member] | Series A Preferred Stock | |||||||
Variable Interest Entity [Line Items] | |||||||
Consideration | $ 30,000 | ||||||
Share Sold | 9,000,000 | ||||||
Verb Biotics LLC [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Carrying value of the equity method investment | 15,900 | 15,900 | |||||
Company to Provide Further Financial Support | 0 | 0 | |||||
Verb Biotics LLC [Member] | Maximum [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Carrying value of equity method investment | 0 | 0 | |||||
Verb Biotics LLC [Member] | In Process Research and Development [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Loss on equity method investments | 16,000 | ||||||
Ginkgo [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Gain on deconsolidation of subsidiaries | 16,000 | $ 31,900 | |||||
License [Member] | Ayana Bio LLC [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Common units | 9,000,000 | ||||||
Cooksonia | |||||||
Variable Interest Entity [Line Items] | |||||||
Equity interest | 70% | ||||||
Controls of Board of Directors | 100% | ||||||
Minority Interest | |||||||
Variable Interest Entity [Line Items] | |||||||
Equity interest | 30% | ||||||
Joyn | Convertible Promissory Notes [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Financial support | $ 10,000 | ||||||
Remaining funding commitment | $ 3,000 | $ 3,000 | |||||
[1] Equity method investments in Platform Ventures with a carrying value of zero as of September 30, 2022 and December 31, 2021 were excluded from the table. |
Variable Interest Entities - Su
Variable Interest Entities - Summary of VIE assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | |||||
Cash and cash equivalents | $ 1,302,603 | $ 1,550,004 | $ 1,739,056 | $ 380,801 | |
Prepaid expenses and other current assets | 37,784 | 33,537 | |||
Equity method investments | [1] | 4,135 | 13,194 | ||
Property and equipment, net | 187,577 | 145,770 | |||
Other non-current assets | 43,928 | 43,990 | |||
Total Assets | 1,870,695 | 2,070,990 | |||
Accounts payable | 11,323 | 8,189 | |||
Accrued expenses and other current liabilities | 72,990 | 93,332 | |||
Total Liabilities | 430,959 | 503,611 | |||
Variable Interest Entity, Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Cash and cash equivalents | 0 | 58,025 | |||
Prepaid expenses and other current assets | 6,177 | 737 | |||
Equity method investments | 0 | 11,694 | |||
Total Assets | 6,177 | 70,456 | |||
Accounts payable | 0 | 188 | |||
Accrued expenses and other current liabilities | 0 | 440 | |||
Total Liabilities | $ 0 | $ 628 | |||
[1] Equity method investments in Platform Ventures with a carrying value of zero as of September 30, 2022 and December 31, 2021 were excluded from the table. |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Restricted Cash and Cash Equivalents [Abstract] | |||||
Cash and cash equivalents | $ 1,302,603 | $ 1,550,004 | $ 1,739,056 | $ 380,801 | |
Restricted cash included in prepaid expenses and other current assets | [1] | 6,594 | 0 | ||
Restricted cash included in other non-current assets | [1] | 36,313 | 26,239 | ||
Total cash, cash equivalents and restricted cash | $ 1,345,510 | $ 1,592,928 | $ 1,765,295 | $ 385,877 | |
[1] I ncludes cash balances collateralizing letters of credit associated with the Company’s facility leases and a customer prepayment requiring segregation and restrictions in its use in accordance with the customer agreement. |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Schedule of Inventory, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 5,587 | $ 3,264 |
Raw materials | 1,281 | 64 |
Work in process | 0 | 50 |
Less: Inventory reserve | (1,008) | (16) |
Inventory, net | $ 5,860 | $ 3,362 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 271,011 | $ 206,822 |
Less: Accumulated depreciation | (83,434) | (61,052) |
Property and equipment, net | 187,577 | 145,770 |
Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 12,762 | 12,762 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 4,787 | 4,617 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 120,715 | 113,963 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 13,128 | 10,129 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 56,022 | 55,033 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 63,597 | 10,278 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 0 | $ 40 |
Supplemental Balance Sheet In_6
Supplemental Balance Sheet Information - Capitalization (Details) - shares | Sep. 30, 2022 | Aug. 31, 2022 | Apr. 01, 2022 | Dec. 31, 2021 | Jul. 01, 2021 |
Common Stock, Shares Authorized | 15,800,000,000 | 15,800,000,000 | |||
Common Stock, Shares, Issued | 1,791,924,008 | 2,587,819 | 4,051,107 | 1,690,990,815 | |
Common Stock, Shares, Outstanding | 1,648,263,224 | 1,611,392,152 | |||
Common Class A [Member] | |||||
Common Stock, Shares Authorized | 10,500,000,000 | 10,500,000,000 | |||
Common Stock, Shares, Issued | 1,200,083,137 | 5,749,957 | 1,326,146,808 | 1,633,937 | |
Common Stock, Shares, Outstanding | 1,096,899,134 | 1,273,976,963 | |||
Common Class B [Member] | |||||
Common Stock, Shares Authorized | 4,500,000,000 | 4,500,000,000 | |||
Common Stock, Shares, Issued | 391,840,871 | 364,844,007 | |||
Common Stock, Shares, Outstanding | 351,364,090 | 337,415,189 | |||
Common Class C [Member] | |||||
Common Stock, Shares Authorized | 800,000,000 | 800,000,000 | |||
Common Stock, Shares, Issued | 200,000,000 | 0 | |||
Common Stock, Shares, Outstanding | 200,000,000 | 0 |
Supplemental Balance Sheet In_7
Supplemental Balance Sheet Information (Additional Information) (Details) - shares | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Apr. 01, 2022 | Dec. 31, 2021 | Jul. 01, 2021 | |
Common stock shares issued | 1,791,924,008 | 1,791,924,008 | 2,587,819 | 4,051,107 | 1,690,990,815 | |
Common Class C [Member] | ||||||
Common stock shares issued | 200,000,000 | 200,000,000 | 0 | |||
Stock issued during period shares | 288,000,000 | |||||
Common stock were converted | 88,000,000,000,000 | |||||
Common Class A [Member] | ||||||
Common stock shares issued | 1,200,083,137 | 1,200,083,137 | 5,749,957 | 1,326,146,808 | 1,633,937 | |
Stock Issued During Period, Shares, Acquisitions | 8,142,179 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balances as of December 31, 2021 | $ 21,312 |
Goodwill acquired in acquisitions | 11,001 |
Impact of foreign currency translation | (2,621) |
Measurement period adjustments | (888) |
Balance as of September 30, 2022 | $ 28,804 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Net Carrying Value | $ 47,938 | |
Acquired Technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Net Carrying Value | 47,409 | $ 21,642 |
Intangible assets, Accumulated Amortization | (5,494) | (3,396) |
Intangible assets, Gross Carrying Value | $ 52,903 | $ 25,038 |
Intangible assets, Weighted Average Amortization Period | 11 years 10 months 24 days | 13 years 3 months 18 days |
Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Net Carrying Value | $ 356 | |
Intangible assets, Accumulated Amortization | (24) | |
Intangible assets, Gross Carrying Value | $ 380 | |
Intangible assets, Weighted Average Amortization Period | 1 year 10 months 24 days | |
Assembled Workforce [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Net Carrying Value | $ 173 | |
Intangible assets, Accumulated Amortization | 17 | |
Intangible assets, Gross Carrying Value | $ 190 | |
Intangible assets, Weighted Average Amortization Period | 1 year 3 months 18 days | |
Total Intangible Assets [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Net Carrying Value | $ 47,938 | |
Intangible assets, Accumulated Amortization | (5,535) | |
Intangible assets, Gross Carrying Value | $ 53,473 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 1,000 | $ 400 | $ 2,300 | $ 700 |
Future amortization expense for the remainder of 2022 | $ 1,362 | $ 1,362 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, net - Schedule of Estimated Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2022 | $ 1,362 |
2023 | 5,446 |
2024 | 5,246 |
2025 | 5,122 |
2026 | 5,122 |
Thereafter | 25,640 |
Total | $ 47,938 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | 9 Months Ended | |
Aug. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) ft² | Sep. 30, 2022 ft² | Mar. 31, 2022 USD ($) | |
Twist Bioscience Corporation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Minimum purchase commitment in contract years | $ 58,000,000 | |||
Year One [Member] | Twist Bioscience Corporation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Minimum purchase commitment in contract years | 10,000,000 | |||
Year Two [Member] | Twist Bioscience Corporation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Minimum purchase commitment in contract years | 13,000,000 | |||
Year Three [Member] | Twist Bioscience Corporation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Minimum purchase commitment in contract years | 16,000,000 | |||
Year Four [Member] | Twist Bioscience Corporation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Minimum purchase commitment in contract years | $ 19,000,000 | |||
27 Drydock [Member] | ||||
Loss Contingencies [Line Items] | ||||
Total base rent payments | $ 23,100,000 | |||
Operating Leases, Rent Expense, Net | $ 2,200,000 | |||
Area of Real Estate Property | ft² | 18,170 | |||
Operating lease month of expiry | 2036-01 | |||
Estimated lease commencement date | Apr. 30, 2023 | |||
21-23-25 Drydock [Member] | ||||
Loss Contingencies [Line Items] | ||||
Total base rent payments | $ 63,300,000 | |||
Operating Leases, Rent Expense, Net | $ 12,700,000 | |||
Area of Real Estate Property | ft² | 55,205 | |||
Extend term lease | 10 years | |||
Estimated lease commencement date | Mar. 31, 2023 | |||
Lessor, Operating Lease, Renewal Term | 5 years | |||
Renewal option | 1 | |||
21-23-25 Drydock [Member] | Letter of Credit [Member] | ||||
Loss Contingencies [Line Items] | ||||
Increase in line of credit | $ 1,100,000 |
Stock-Based Compensation - Cond
Stock-Based Compensation - Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 563,137 | $ 127 | $ 1,822,472 | $ 14,764 |
Research and Development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 186,864 | 20 | 664,710 | 60 |
General and Administrative [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 376,273 | $ 107 | $ 1,157,762 | $ 14,704 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 16, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Nov. 15, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share Price | $ 12.50 | |||||
Aggregate intrinsic value of stock options exercised | $ 18,800 | $ 48,900 | ||||
Options, grants in period, weighted average grant date fair value | $ 1.92 | $ 8.97 | ||||
Number of shares, Granted | 922,227 | |||||
Aggregate fair value of options granted | $ 1,800 | $ 14,900 | ||||
Fair value of restricted stock awards vested | 300 | 400 | ||||
Stock-based compensation | 1,822,472 | $ 14,764 | ||||
Earn-Out Shares [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Unrecognized compensation expense | $ 30,300 | $ 30,300 | ||||
Unrecognized stock-based compensation recognition period | 2 years 2 months 12 days | |||||
Earn-Out Shares [Member] | Maximum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 30 days | |||||
Earn-Out Shares [Member] | Minimum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 20 days | |||||
Non-Employee [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Cash Payment in Plan Modification | $ 9,800 | |||||
Stock Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Unrecognized compensation expense | 1,600 | $ 1,600 | ||||
Unrecognized stock-based compensation recognition period | 1 year 6 months | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Plan Modification, Description and Terms | As a result of the Business Combination, in the fourth quarter of 2021, the board of directors modified the vesting terms of RSUs to allow all RSUs granted under the 2014 Plan to vest in full with respect to the performance condition on or before March 15, 2022 (the original service-based vesting condition is still applicable). As a result of these modifications, the performance condition for all RSUs granted under the 2014 Plan became probable of being met in the fourth quarter of 2021 and the awards were remeasured using the price of $13.59 per share as of the modification date. | |||||
Awards remeasured price | $ 13.59 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 23,478,847 | 0 | ||||
No of awards granted | 77,356,521 | |||||
Cash Payment in Plan Modification | $ 3,200 | |||||
Options, grants in period, weighted average grant date fair value | $ 3.68 | $ 8.78 | ||||
Fair value of restricted stock awards vested | $ 290,400 | |||||
Stock-based compensation | 492,700 | 1,607,700 | ||||
Unrecognized compensation expense | 512,200 | $ 512,200 | ||||
Unrecognized stock-based compensation recognition period | 3 years 2 months 12 days | |||||
RSA [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 133,897 | |||||
No of awards granted | 0 | 0 | ||||
Unrecognized compensation expense | 100 | $ 100 | ||||
Unrecognized stock-based compensation recognition period | 3 months 18 days | |||||
Earnout RSU [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 622,282 | |||||
Fair value of restricted stock awards vested | $ 8,300 | |||||
Stock-based compensation | $ 56,200 | 185,300 | ||||
Earnout RSAs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Fair value of restricted stock awards vested | $ 8,300 | |||||
Share-Based Payment Arrangement, Tranche One [Member] | Common Stock [Member] | Earn-Out Shares [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share Price | $ 12.50 | |||||
Share-Based Payment Arrangement, Tranche Two [Member] | Common Stock [Member] | Earn-Out Shares [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share Price | 15 | |||||
Share-Based Payment Arrangement, Tranche Three [Member] | Common Stock [Member] | Earn-Out Shares [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share Price | 17.50 | |||||
Share Based Compensation Award Tranche Four Member | Common Stock [Member] | Earn-Out Shares [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share Price | $ 20 | |||||
2021 Incentive Award Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock reserved for issuance | 196,830,168 | 196,830,168 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) $ / shares shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares , Beginning balance | shares | 22,454,663 | |
Number of shares, Granted | shares | 922,227 | |
Number of shares, Exercised | shares | (6,055,746) | |
Number of shares, Ending balance | shares | 17,321,144 | |
Number of shares, Exercisable | shares | 16,364,395 | |
Weighted average exercise price per share, Beginning balance | $ / shares | $ 0.05 | |
Weighted average exercise price per share, Granted | $ / shares | 2.87 | |
Weighted-average exercise price per share, Exercised | $ / shares | 0.02 | |
Weighted average exercise price per share, Ending balance | $ / shares | 0.22 | |
Weighted-average exercise price per share, Exercisable | $ / shares | $ 0.04 | |
Weighted-average remaining contractual term, Outstanding | 1 year 11 months 23 days | |
Weighted-average remaining contractual term, Exercisable | 1 year 6 months 10 days | |
Aggregate intrinsic value, Outstanding | $ | $ 50,891 | [1] |
Aggregate intrinsic value, Exercisable | $ | $ 50,664 | [1] |
[1] The aggregate intrinsic value is calculated as the difference between the Company's closing stock price on the last trading day of the quarter and the exercise prices, multiplied by the number of in-the-money stock options. |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards Granted (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk Free Interest Rate | 2.95% | 0.11% |
Expected dividend yield | $ 0 | $ 0 |
Expected volatility | 79.60% | 88.60% |
Expected term | 5 years 9 months | 11 months 15 days |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-based Payment Arrangement, Restricted Stock Unit, Activity (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Unvested RSUs [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number of shares, Nonvested at beginning of period (in shares) | 168,321,952 | ||
Number of share, Granted | 77,356,521 | ||
Number of share, Vested | (23,478,847) | 0 | |
Number of Share Forfeited | (6,530,226) | ||
Number of shares, Nonvested at end of period (in shares) | 215,669,400 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value, Nonvested at beginning of period | [1] | $ 13.58 | |
Weighted average grant date fair value, Granted | [1] | 3.68 | |
Weighted average grant date fair value, Vested | [1] | 12.37 | |
Weighted average grant date fair value, Forfeited | [1] | 8.65 | |
Weighted average grant date fair value, Nonvested at end of period | [1] | $ 10.31 | |
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number of shares, Nonvested at beginning of period (in shares) | 182,622 | ||
Number of share, Granted | 0 | 0 | |
Number of share, Vested | (133,897) | ||
Number of shares, Nonvested at end of period (in shares) | 48,725 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value, Nonvested at beginning of period | $ 1.99 | ||
Weighted average grant date fair value, Vested | 1.99 | ||
Weighted average grant date fair value, Nonvested at end of period | $ 1.99 | ||
[1] (1) The weighted average grant date fair value of awards granted prior to the modification date reflect the modification-date fair value and not the original grant date fair value. |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Awards (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
RSA [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of shares, Nonvested at beginning of period (in shares) | shares | 182,622 |
Number of share, Vested | shares | (133,897) |
Number of shares, Nonvested at end of period (in shares) | shares | 48,725 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted average grant date fair value, Nonvested at beginning of period | $ / shares | $ 1.99 |
Weighted average grant date fair value, Vested | $ / shares | 1.99 |
Weighted average grant date fair value, Nonvested at end of period | $ / shares | $ 1.99 |
Earnout RSU [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of shares, Nonvested at beginning of period (in shares) | shares | 27,863,125 |
Number of share, Vested | shares | (622,282) |
Number of Share Forfeited | shares | (369,078) |
Number of shares, Nonvested at end of period (in shares) | shares | 26,871,765 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted average grant date fair value, Nonvested at beginning of period | $ / shares | $ 12.87 |
Weighted average grant date fair value, Vested | $ / shares | 13.33 |
Weighted average grant date fair value, Forfeited | $ / shares | 12.92 |
Weighted average grant date fair value, Nonvested at end of period | $ / shares | $ 12.86 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total Foundry revenue | 100% | 100% | 100% | 100% |
Pharma and Biotech | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Foundry revenue | 33% | 4% | 21% | 9% |
Consumer and technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Foundry revenue | 28% | 52% | 44% | 34% |
Food and Nutrition | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Foundry revenue | 17% | 19% | 11% | 22% |
Industrial and environment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Foundry revenue | 15% | 12% | 16% | 17% |
Agriculture | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Foundry revenue | 3% | 8% | 4% | 9% |
Government and Defense | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Foundry revenue | 4% | 5% | 4% | 9% |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Contract asset | $ 0 | $ 0 | $ 0 | |||
Contract with Customer, Liability, Revenue Recognized | $ 37,300,000 | $ 23,700 | ||||
Contract liabilities | $ 189,200,000 | $ 128,500,000 | ||||
UNITED STATES | Customer Concentration Risk [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 94% | 77% | 91% | 84% |
Revenue Recognition - Additio_2
Revenue Recognition - Additional Information 1 (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue Remaining Performance Obligation | $ 42.4 | $ 21.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue remaining performance obligation expected timing of satisfaction year | 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue remaining performance obligation expected timing of satisfaction year | 2026 |
Segment Information Schedule of
Segment Information Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Segment research and development expense: | |||||
In-process research and development | $ 259,580 | $ 53,021 | $ 871,488 | $ 164,637 | |
Operating expenses not allocated to segments abstract | |||||
Stock-based compensation | 1,822,472 | 14,764 | |||
Depreciation and amortization | 28,602 | 21,073 | |||
Loss from operations | (653,021) | (26,672) | (1,974,444) | (143,732) | |
CODM [Member] | |||||
Revenue: | |||||
Revenues | 66,398 | 77,610 | 379,421 | 165,343 | |
Segment research and development expense: | |||||
In-process research and development | 63,789 | 44,990 | 174,817 | 144,489 | |
Segment general and administrative expense: | |||||
Segment general and administrative expense | 58,608 | 28,715 | 147,546 | 66,211 | |
Segment operating income (loss): | |||||
Total segment operating income (loss) | (80,654) | (18,397) | (116,940) | (108,469) | |
Operating expenses not allocated to segments abstract | |||||
Stock-based compensation | [1] | 563,385 | 127 | 1,829,690 | 14,764 |
Depreciation and amortization | 9,224 | 8,148 | 27,756 | 20,499 | |
Biosecurity | CODM [Member] | |||||
Revenue: | |||||
Revenues | 17,039 | 11,689 | 42,683 | 21,308 | |
Segment cost of revenue: | |||||
Cost of revenue | 24,655 | 22,302 | 173,998 | 63,112 | |
Segment research and development expense: | |||||
In-process research and development | 387 | 2,093 | 1,347 | 29,870 | |
Segment general and administrative expense: | |||||
Segment general and administrative expense | 41,719 | 42,873 | 289,012 | 86,510 | |
Segment operating income (loss): | |||||
Total segment operating income (loss) | 362 | (6,789) | 70,984 | (27,780) | |
Foundry Revenue [Member] | CODM [Member] | |||||
Revenue: | |||||
Revenues | 24,679 | 34,737 | 90,409 | 78,833 | |
Segment research and development expense: | |||||
In-process research and development | 41,569 | 17,026 | 104,863 | 44,903 | |
Segment general and administrative expense: | |||||
Segment general and administrative expense | 63,402 | 42,897 | 173,470 | 114,619 | |
Segment operating income (loss): | |||||
Total segment operating income (loss) | (80,292) | (25,186) | (187,924) | (80,689) | |
Operating expenses not allocated to segments abstract | |||||
Change in fair value of contingent consideration liability | (242) | 0 | 58 | 0 | |
Loss from operations | $ (653,021) | $ (26,672) | $ (1,974,444) | $ (143,732) | |
[1] Includes $ 0.2 million and $ 7.2 million in employer payroll taxes for the three and nine months ended September 30, 2022, respectively. Employer payroll taxes for the three and nine months ended September 30, 2021 were no t material. |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information, by Segment (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting [Abstract] | ||||
Employer payroll taxes | $ 0.2 | $ 0 | $ 7.2 | $ 0 |
Significant Collaboration Tra_2
Significant Collaboration Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2022 | Apr. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||
Loss on equity method investments | $ (22,711) | $ (39,651) | $ (53,764) | $ (72,621) | |||||
Deferred revenue | 139,047 | 139,047 | $ 100 | $ 160,821 | |||||
Revenue, Remaining Performance Obligation, Amount | $ 42,400 | $ 42,400 | $ 21,100 | ||||||
Arcaea LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Common units | 731,250 | 731,250 | |||||||
BiomEdit LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration | $ 32,500 | ||||||||
Common units | 3,900,000 | 3,900,000 | |||||||
Shares Forfeited | 731,250 | ||||||||
Carrying value of the equity method investment | $ 8,900 | ||||||||
Allocated upfront non-cash consideration | 2,200 | ||||||||
License [Member] | Ayana Bio LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Common units | 9,000,000 | ||||||||
Series A Preferred Stock | Ayana Bio LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration | $ 30,000 | ||||||||
Share Sold | 9,000,000 | ||||||||
Series A Preferred Stock | BiomEdit LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Share Sold | 6,662,500 | ||||||||
Additional share | 1,537,500 | ||||||||
Carrying value of the equity method investment | 3,000 | ||||||||
Loss on equity method investments | $ 1,300 | $ 5,900 | |||||||
Additional preferred units issued | 1,537,500 |
Net Loss per Share - Summary Of
Net Loss per Share - Summary Of Anti-Dilutive Shares (Details) - shares | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Class of Stock [Line Items] | |||
Shares excluded from the computation of diluted loss per share | 447,216,972 | 541,122,250 | |
Warrants [Member] | Class A common stock [Member] | |||
Class of Stock [Line Items] | |||
Shares excluded from the computation of diluted loss per share | 51,824,895 | 51,824,925 | |
Outstanding stock options [Member] | |||
Class of Stock [Line Items] | |||
Shares excluded from the computation of diluted loss per share | 19,541,474 | 29,199,113 | |
Unvested RSUs [Member] | |||
Class of Stock [Line Items] | |||
Shares excluded from the computation of diluted loss per share | 215,669,400 | 254,254,142 | |
Unvested RSAs [Member] | |||
Class of Stock [Line Items] | |||
Shares excluded from the computation of diluted loss per share | 48,725 | 241,754 | |
Earnout Shares [Member] | |||
Class of Stock [Line Items] | |||
Shares excluded from the computation of diluted loss per share | [1] | 160,132,478 | 205,602,316 |
[1] Represents earnout shares for which the service-based vesting conditions and/or market conditions have not been met. |
Related Parties - Summary of Co
Related Parties - Summary of Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Aug. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||
Accounts receivable, net | $ 2,095 | $ 4,598 | |
Deferred revenue | 139,047 | $ 100 | 160,821 |
Joyn [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, net | 4 | 5 | |
Deferred revenue | 1,785 | 4,608 | |
Motif [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, net | 0 | 3,020 | |
Deferred revenue | 51,933 | 52,171 | |
Genomatica, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Deferred revenue | 8,611 | 17,111 | |
Allonnia [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, net | 580 | 849 | |
Deferred revenue | 35,876 | 38,016 | |
Arcaea [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, net | 479 | 724 | |
Deferred revenue | 40,628 | 47,356 | |
Ayana [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, net | 425 | 0 | |
Verb [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, net | 607 | 0 | |
Other Equity Investess [Member] | |||
Related Party Transaction [Line Items] | |||
Deferred revenue | $ 214 | $ 1,559 |
Related Parties - Summary of _2
Related Parties - Summary of Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Foundry revenue | $ 10,032 | $ 13,124 | $ 31,557 | $ 36,746 |
Joyn [Member] | ||||
Related Party Transaction [Line Items] | ||||
Foundry revenue | 694 | 1,515 | 2,842 | 4,267 |
Motif [Member] | ||||
Related Party Transaction [Line Items] | ||||
Foundry revenue | 83 | 6,099 | 1,930 | 16,203 |
Genomatica, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Foundry revenue | 2,737 | 3,279 | 8,500 | 9,480 |
Allonnia [Member] | ||||
Related Party Transaction [Line Items] | ||||
Foundry revenue | 580 | 913 | 4,240 | 4,277 |
Verb [Member] | ||||
Related Party Transaction [Line Items] | ||||
Foundry revenue | 825 | 0 | 1,763 | 0 |
Arcaea [Member] | ||||
Related Party Transaction [Line Items] | ||||
Foundry revenue | 4,014 | 1,316 | 10,311 | 2,507 |
Ayana [Member] | ||||
Related Party Transaction [Line Items] | ||||
Foundry revenue | 685 | 0 | 685 | |
Other equity investees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Foundry revenue | $ 414 | $ 2 | $ 1,286 | $ 12 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Apr. 30, 2022 | |
Business Combination [Line Items] | ||||||
Loss on equity method investments | $ (22,711) | $ (39,651) | $ (53,764) | $ (72,621) | ||
Joyn [Member] | ||||||
Business Combination [Line Items] | ||||||
Working capital | $ 3,000 | |||||
Additional capital | $ 7,000 | |||||
Convertible promissory note | $ 7,000 | $ 7,000 | ||||
Debt Instrument, Maturity Date | Mar. 31, 2023 | |||||
Discount Rate | 20% | 20% | ||||
Interest rate | 4.50% | |||||
Notes receivable | $ 6,200 | $ 6,200 | ||||
Loss on equity method investments | $ 3,900 | $ 0 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) $ / shares in Units, $ in Millions | Oct. 17, 2022 USD ($) ft² Building | Oct. 14, 2022 USD ($) | Oct. 04, 2022 USD ($) shares | Oct. 16, 2022 shares | Sep. 30, 2022 $ / shares shares | Aug. 31, 2022 shares | Apr. 01, 2022 shares | Dec. 31, 2021 $ / shares shares | Jul. 01, 2021 shares |
Subsequent Event [Line Items] | |||||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, Shares, Issued | 1,791,924,008 | 2,587,819 | 4,051,107 | 1,690,990,815 | |||||
Common Class A [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 1,200,083,137 | 5,749,957 | 1,326,146,808 | 1,633,937 | |||||
Common Class B [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 391,840,871 | 364,844,007 | |||||||
Subsequent Event [Member] | Common Class A [Member] | Ginkgo [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 4,500,000 | ||||||||
Contingent consideration | $ | $ 40 | ||||||||
Cash on hand | $ | $ 5 | ||||||||
Clinical trial milestones, period | 5 years | ||||||||
Subsequent Event [Member] | Joyn [Member] | Ginkgo [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of real estate leases | Building | 2 | ||||||||
Subsequent Event [Member] | 2022 Inducement Plan [Member] | Common Class A [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 25,000,000 | ||||||||
Subsequent Event [Member] | 2022 Inducement Plan [Member] | Common Class B [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 25,000,000 | ||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Bayer [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Contingent consideration | $ | $ 80 | ||||||||
Area aquired | ft² | 175,000 | ||||||||
Subsequent Event [Member] | Technical Development Agreement [Member] | Bayer [Member] | Sponsored Programs And Funded Services And Related Licenses [Member] | Ginkgo [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Equal quarterly installments, term | 3 years | ||||||||
Subsequent Event [Member] | Senior Secured Note Purchase Agreement [Member] | Bolt Threads [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Amount payable | $ | $ 30 | ||||||||
Treasury rate | 6% |