Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | GINKGO BIOWORKS HOLDINGS, INC. |
Entity Central Index Key | 0001830214 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Current assets: | ||||||
Cash and cash equivalents | $ 1,739,056 | $ 380,801 | $ 495,287 | |||
Accounts receivable, net | 44,675 | 16,694 | 3,461 | |||
Accounts receivable, net from related parties | 6,050 | 5,212 | 4,217 | |||
Inventory, net | 3,474 | 2,736 | 0 | |||
Prepaid expenses and other current assets | 17,314 | 21,099 | 8,960 | |||
Total current assets | 1,810,569 | 426,542 | 511,925 | |||
Property and equipment, net | 142,704 | 121,435 | 63,132 | |||
Investments | 104,771 | 74,200 | ||||
Investments | 60,504 | 61,574 | ||||
Equity Method Investments | 42,620 | 45,679 | ||||
Equity method investments | 16,357 | 28,924 | ||||
Intangible assets, net | 22,568 | 3,294 | 3,843 | |||
Goodwill | 16,660 | 1,857 | 1,857 | |||
Loans receivable, net of current portion | 10,161 | 13,298 | 3,724 | |||
Other non-current assets | 26,801 | 5,603 | 5,584 | |||
Total Assets | 2,150,591 | 675,153 | 697,318 | |||
Current liabilities: | ||||||
Accounts payable | 7,102 | 13,893 | 2,439 | |||
Accrued expenses and other current liabilities | 53,554 | 30,505 | 15,816 | |||
Deferred revenue (includes $15,442 and $22,101 from related parties) | 29,649 | 28,823 | 21,819 | |||
Total current liabilities | 90,305 | 73,221 | 40,074 | |||
Non-current liabilities: | ||||||
Deferred rent, net of current portion | 16,960 | 12,678 | 11,633 | |||
Deferred revenue, net of current portion (includes $159,268 and $97,977 from related parties) | 163,042 | 99,652 | 126,079 | |||
Lease financing obligation | 16,268 | 16,518 | 16,767 | |||
Warrant liabilities | 212,935 | 0 | ||||
Other non-current liabilities | 33,110 | 3,032 | 912 | |||
Total Liabilities | 532,620 | 205,101 | 195,465 | |||
Commitments and Contingencies | ||||||
Shareholders' equity: | ||||||
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding | 0 | 0 | ||||
Common Stock | 148 | 129 | [1] | 126 | [1] | |
Additional paid-in capital | 2,249,549 | 929,125 | ||||
Accumulated deficit | (697,269) | (467,878) | (341,269) | |||
Accumulated other comprehensive income (loss) | (877) | |||||
Total Ginkgo Bioworks Holdings, Inc. stockholders equity | 1,551,551 | 461,376 | 493,063 | |||
Non-controlling interest | 66,420 | 8,676 | 8,790 | |||
Total stockholders equity | 1,617,971 | 470,052 | 501,853 | |||
Total Liabilities and Shareholders' Equity | $ 2,150,591 | 675,153 | 697,318 | |||
Previously Reported [Member] | ||||||
Shareholders' equity: | ||||||
Additional paid-in capital | 929,125 | 834,206 | ||||
Total stockholders equity | 470,052 | 501,853 | ||||
Series B Convertible Preferred Stock [Member] | ||||||
Shareholders' equity: | ||||||
Convertible preferred stock | [1] | $ 0 | $ 0 | |||
[1] | Retroactively restated for the reverse recapitalization as described in Note 1. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred revenue from related parties | $ 15,442 | $ 22,101 | $ 16,703 |
Deferred revenue, net of current portion from related parties | $ 159,268 | $ 97,977 | $ 125,628 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Preferred stock shares issued | 0 | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 15,800,000,000 | 15,800,000,000 | 15,800,000,000 |
Common stock shares issued | 1,486,954,612 | 1,289,014,925 | 1,256,237,919 |
Common stock shares outstanding | 1,486,712,858 | 1,288,595,876 | 1,255,562,032 |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Temporary Equity, Shares Issued | 0 | 0 | |
Temporary Equity, Shares Outstanding | 0 | 0 | |
Common Class A [Member] | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 10,500,000,000 | 10,500,000,000 | 10,500,000,000 |
Common stock shares issued | 1,188,722,056 | 974,224,443 | 956,235,918 |
Common stock shares outstanding | 1,188,707,589 | 974,166,577 | 956,120,186 |
Common Class B [Member] | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 4,500,000,000 | 4,500,000,000 | 4,500,000,000 |
Common stock shares issued | 298,232,556 | 314,790,482 | 300,002,001 |
Common stock shares outstanding | 298,005,269 | 314,429,299 | 299,441,846 |
Common Class C [Member] | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 800,000,000 | 800,000,000 | 800,000,000 |
Common stock shares issued | 0 | 0 | 0 |
Common stock shares outstanding | 0 | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Foundry revenue (related party revenue of $13,124 and $7,270 for the three months ended September 30, 2021 and 2020, respectively, and $36,746 and $29,784 for the nine months ended September 30 2021 and 2020, respectively) | $ 34,737 | $ 11,505 | $ 78,833 | $ 42,802 | $ 59,221 | $ 54,184 | ||
Total revenue | 77,610 | 13,302 | 165,343 | 44,599 | 76,657 | 54,184 | ||
Research and Development | 53,021 | 36,070 | 164,637 | 98,576 | 159,767 | 96,299 | ||
General and administrative expenses | 28,959 | 9,876 | 81,326 | 25,393 | 38,306 | 29,483 | ||
Total operating expenses | 104,282 | 47,715 | 309,075 | 125,738 | 213,684 | 125,782 | ||
Loss from operations | (26,672) | (34,413) | (143,732) | (81,139) | (137,027) | (71,598) | ||
Other (expense) income, net: | ||||||||
Interest income | 121 | 3,318 | 341 | 5,565 | 2,582 | 5,756 | ||
Interest expense | (649) | (592) | (1,822) | (1,795) | (2,385) | (2,421) | ||
Income (loss) on equity method investments | (39,651) | (237) | (72,621) | (2,151) | (3,059) | (46,936) | ||
(Loss) gain on investments | (12,368) | (90) | 3,009 | (4,978) | (1,070) | (7,797) | ||
Change in fair value of warrant liabilities | (18,482) | 0 | (18,482) | 0 | ||||
Other (expense) income, net: | (4,911) | 5,894 | 863 | 6,055 | 16,125 | 3,161 | ||
Total other (expense) income, net | (75,940) | 8,293 | (88,712) | 2,696 | 12,193 | (48,237) | ||
Loss before provision for income taxes | (102,612) | (26,120) | (232,444) | (78,443) | (124,834) | (119,835) | ||
Income tax provision (benefit) | (207) | 6 | (797) | 1,881 | 1,889 | 22 | ||
Net Loss | (102,405) | (26,126) | (231,647) | (80,324) | (126,723) | (119,857) | ||
Net loss attributable to non-controlling interest | (524) | (71) | (2,256) | (639) | (114) | (530) | ||
Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders | $ (101,881) | $ (26,055) | $ (229,391) | $ (79,685) | $ (126,609) | $ (119,327) | ||
Net loss per share attributable to Ginkgo Bioworks Holdings, Inc. common stockholders, basic and diluted | $ (0.08) | $ (0.02) | $ (0.18) | $ (0.06) | $ (0.10) | [1] | $ (0.10) | [1] |
Weighted average common shares outstanding, basic and diluted | 1,323,574,063 | 1,287,053,015 | 1,302,253,729 | 1,270,297,495 | 1,274,766,915 | [1] | 1,149,000,417 | [1] |
Proceeds from capital contributions | ||||||||
Net loss | $ (102,405) | $ (26,126) | $ (231,647) | $ (80,324) | $ (126,723) | $ (119,857) | ||
Other comprehensive income (loss): | ||||||||
Foreign currency translation adjustments, net of taxes | (877) | 0 | (877) | 0 | ||||
Comprehensive loss | (103,282) | (26,126) | (232,524) | (80,324) | ||||
Product [Member] | ||||||||
Total revenue | 8,492 | 0 | 14,622 | 0 | 8,707 | |||
Cost of Biosecurity revenue | 3,430 | 0 | 15,185 | 0 | 6,705 | |||
Service [Member] | ||||||||
Total revenue | 34,381 | 1,797 | 71,888 | 1,797 | 8,729 | |||
Cost of Biosecurity revenue | $ 18,872 | $ 1,769 | $ 47,927 | $ 1,769 | $ 8,906 | |||
[1] | Retroactively restated for the reverse recapitalization as described in Note 1. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue from Related Parties | $ 42,535 | $ 35,268 |
Other Operating Income (Expense), Net Related party | $ 721 | $ 1,794 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Series B, C, D, E Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Series E 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] | Old Ginkgo Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Series D Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member]Series E Convertible Preferred Stock [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interest [Member] | Previously Reported [Member] | Previously Reported [Member]Series B, C, D, E Convertible Preferred Stock [Member] | Previously Reported [Member]Old Ginkgo Common Stock [Member] | Previously Reported [Member]Treasury Stock, Common [Member] | Previously Reported [Member]Additional Paid-in Capital [Member] | Previously Reported [Member]Retained Earnings [Member] | Previously Reported [Member]Accumulated Other Comprehensive Income (Loss) [Member] | Previously Reported [Member]Noncontrolling Interest [Member] | Revision of Prior Period, Adjustment [Member]Series B, C, D, E Convertible Preferred Stock [Member] | Revision of Prior Period, Adjustment [Member]Common Stock [Member] | Revision of Prior Period, Adjustment [Member]Old Ginkgo Common Stock [Member] | Revision of Prior Period, Adjustment [Member]Treasury Stock, Common [Member] | Revision of Prior Period, Adjustment [Member]Additional Paid-in Capital [Member] |
Beginning balance at Dec. 31, 2018 | $ 0 | $ 126 | $ 0 | $ 149 | $ 86 | $ (149) | $ 126 | $ (86) | $ 130 | ||||||||||||||||||||
Beginning balance (Shares) at Dec. 31, 2018 | 0 | 1,255,562,032 | 0 | 14,943,599 | 8,555,710 | (14,943,599) | 1,255,562,032 | (8,555,710) | |||||||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 213,432 | $ 116 | $ (24,453) | $ 450,391 | $ (221,942) | $ 9,320 | $ 213,432 | $ 177 | $ 79 | $ (24,449) | $ 450,268 | $ (221,942) | $ 9,320 | $ (177) | $ 116 | $ (79) | $ (4) | 123 | |||||||||||
Beginning balance (Shares) at Dec. 31, 2018 | 1,153,356,703 | (37,135,889) | 17,774,941 | 7,806,772 | (756,633) | (17,774,941) | 1,153,356,703 | (7,806,772) | (36,379,256) | ||||||||||||||||||||
Exercise of stock options | 7 | 7 | |||||||||||||||||||||||||||
Exercise of stock options, Share | 500,621 | ||||||||||||||||||||||||||||
Vesting of restricted stock awards, Share | 367,858 | ||||||||||||||||||||||||||||
Repurchase of common stock | (408) | $ (408) | |||||||||||||||||||||||||||
Repurchase of common stock Share | 490,805 | (490,805) | |||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 0 | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 0 | ||||||||||||||||||||||||||||
Issuance of warrants to purchase convertible preferred stock | 150 | 150 | |||||||||||||||||||||||||||
Stock-based compensation expense | 771 | 771 | |||||||||||||||||||||||||||
Retirement of treasury stock Shares | (37,626,694) | 37,626,694 | |||||||||||||||||||||||||||
Retirement of treasury stock | $ (4) | $ 24,861 | (24,857) | ||||||||||||||||||||||||||
Net loss | (119,857) | (119,327) | (530) | ||||||||||||||||||||||||||
Recognition of beneficial conversion feature related to issuance of convertible promissory notes | 198,957 | 198,957 | |||||||||||||||||||||||||||
Reacquisition of beneficial conversion feature related to convertible promissory notes | (211,608) | (211,608) | |||||||||||||||||||||||||||
Conversion of convertible promissory notes into Series E convertible preferred stock | 211,608 | 7 | 211,601 | ||||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of $4,830 | $ 208,801 | $ 7 | 208,794 | ||||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of 4,830 Shares | 69,812,427 | ||||||||||||||||||||||||||||
Conversion of convertible promissory notes into Series E convertible preferred stock(Shares) | 69,151,117 | ||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2019 | $ 184 | $ (184) | |||||||||||||||||||||||||||
Ending balance (Shares) at Dec. 31, 2019 | 0 | 18,403,604 | (18,403,604) | ||||||||||||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 501,853 | $ 0 | $ 126 | $ 0 | 834,206 | $ (341,269) | (341,269) | 8,790 | 501,853 | $ 79 | 834,076 | $ (341,269) | 8,790 | $ 129 | $ (79) | 134 | |||||||||||||
Ending balance (Shares) at Dec. 31, 2019 | 0 | 1,255,562,032 | 0 | 7,851,164 | 1,288,595,876 | (7,851,164) | |||||||||||||||||||||||
Vesting of restricted stock awards, Share | 79,412 | ||||||||||||||||||||||||||||
Stock-based compensation expense | 123 | 123 | |||||||||||||||||||||||||||
Net loss | (25,468) | (24,972) | (496) | ||||||||||||||||||||||||||
Ending balance at Mar. 31, 2020 | 476,508 | $ 126 | 834,329 | (366,241) | 8,294 | ||||||||||||||||||||||||
Ending balance (Shares) at Mar. 31, 2020 | 1,255,641,444 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 501,853 | $ 0 | $ 126 | $ 0 | 834,206 | (341,269) | (341,269) | 8,790 | 501,853 | $ 79 | 834,076 | (341,269) | 8,790 | $ 129 | $ (79) | 134 | |||||||||||||
Beginning balance (Shares) at Dec. 31, 2019 | 0 | 1,255,562,032 | 0 | 7,851,164 | 1,288,595,876 | (7,851,164) | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 184 | $ (184) | |||||||||||||||||||||||||||
Beginning balance (Shares) at Dec. 31, 2019 | 0 | 18,403,604 | (18,403,604) | ||||||||||||||||||||||||||
Foreign currency translation | $ 0 | ||||||||||||||||||||||||||||
Net loss | (80,324) | ||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | 516,326 | $ 129 | 929,000 | (420,954) | 8,151 | ||||||||||||||||||||||||
Ending balance (Shares) at Sep. 30, 2020 | 1,287,916,112 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 501,853 | $ 0 | $ 126 | $ 0 | 834,206 | (341,269) | (341,269) | 8,790 | 501,853 | $ 79 | 834,076 | (341,269) | 8,790 | $ 129 | $ (79) | $ 134 | |||||||||||||
Beginning balance (Shares) at Dec. 31, 2019 | 0 | 1,255,562,032 | 0 | 7,851,164 | 1,288,595,876 | (7,851,164) | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 184 | $ (184) | |||||||||||||||||||||||||||
Beginning balance (Shares) at Dec. 31, 2019 | 0 | 18,403,604 | (18,403,604) | ||||||||||||||||||||||||||
Exercise of stock options | $ 26 | 26 | |||||||||||||||||||||||||||
Exercise of stock options, Share | 1,921,941 | ||||||||||||||||||||||||||||
Vesting of restricted stock awards, Share | 256,838 | ||||||||||||||||||||||||||||
Stock-based compensation expense | 476 | 476 | |||||||||||||||||||||||||||
Net loss | (126,723) | (126,609) | (114) | ||||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of $4,830 | $ 94,420 | 94,417 | |||||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of 0 (Shares) | 30,855,065 | ||||||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs of 0 | 3 | ||||||||||||||||||||||||||||
Ending balance (Shares) at Dec. 31, 2020 | 0 | 0 | 129 | 0 | |||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 470,052 | $ 129 | 929,125 | (467,878) | (467,878) | 8,676 | 470,052 | 928,991 | (467,878) | 8,676 | |||||||||||||||||||
Ending balance (Shares) at Dec. 31, 2020 | 0 | 1,288,595,876 | 0 | ||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2020 | 476,508 | $ 126 | 834,329 | (366,241) | 8,294 | ||||||||||||||||||||||||
Beginning balance (Shares) at Mar. 31, 2020 | 1,255,641,444 | ||||||||||||||||||||||||||||
Exercise of stock options | 12 | 12 | |||||||||||||||||||||||||||
Exercise of stock options, Share | 814,490 | ||||||||||||||||||||||||||||
Vesting of restricted stock awards, Share | 59,142 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 72,000 | $ 2 | $ 71,998 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 23,528,727 | ||||||||||||||||||||||||||||
Stock-based compensation expense | 117 | 117 | |||||||||||||||||||||||||||
Net loss | (28,730) | (28,658) | (72) | ||||||||||||||||||||||||||
Ending balance at Jun. 30, 2020 | 519,907 | $ 128 | 906,456 | (394,899) | 8,222 | ||||||||||||||||||||||||
Ending balance (Shares) at Jun. 30, 2020 | 1,280,043,803 | ||||||||||||||||||||||||||||
Exercise of stock options | 7 | 7 | |||||||||||||||||||||||||||
Exercise of stock options, Share | 486,878 | ||||||||||||||||||||||||||||
Vesting of restricted stock awards, Share | 59,093 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 22,420 | $ 1 | $ 22,419 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 7,326,338 | ||||||||||||||||||||||||||||
Stock-based compensation expense | 118 | 118 | |||||||||||||||||||||||||||
Foreign currency translation | 0 | ||||||||||||||||||||||||||||
Net loss | (26,126) | (26,055) | (71) | ||||||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | 516,326 | $ 129 | 929,000 | (420,954) | 8,151 | ||||||||||||||||||||||||
Ending balance (Shares) at Sep. 30, 2020 | 1,287,916,112 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 470,052 | $ 129 | 929,125 | (467,878) | (467,878) | 8,676 | 470,052 | 928,991 | (467,878) | 8,676 | |||||||||||||||||||
Beginning balance (Shares) at Dec. 31, 2020 | 0 | 1,288,595,876 | 0 | ||||||||||||||||||||||||||
Exercise of stock options | 27 | 27 | |||||||||||||||||||||||||||
Exercise of stock options, Share | 2,758,322 | ||||||||||||||||||||||||||||
Vesting of restricted stock awards, Share | 58,995 | ||||||||||||||||||||||||||||
Issuance of warrants to purchase convertible preferred stock | $ 150 | $ 150 | |||||||||||||||||||||||||||
Stock-based compensation expense | 118 | 118 | |||||||||||||||||||||||||||
Net loss | (74,778) | (73,569) | (1,209) | ||||||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | 395,569 | $ 129 | 929,420 | (541,447) | 7,467 | ||||||||||||||||||||||||
Ending balance (Shares) at Mar. 31, 2021 | 1,291,413,193 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 470,052 | $ 129 | 929,125 | (467,878) | (467,878) | 8,676 | $ 470,052 | $ 928,991 | $ (467,878) | $ 8,676 | |||||||||||||||||||
Beginning balance (Shares) at Dec. 31, 2020 | 0 | 1,288,595,876 | 0 | ||||||||||||||||||||||||||
Beginning balance (Shares) at Dec. 31, 2020 | 0 | 0 | 129 | 0 | |||||||||||||||||||||||||
Exercise of stock options, Share | 4,225,189 | ||||||||||||||||||||||||||||
Foreign currency translation | $ (877) | ||||||||||||||||||||||||||||
Net loss | (231,647) | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2021 | 395,569 | $ 129 | 929,420 | (541,447) | 7,467 | ||||||||||||||||||||||||
Beginning balance (Shares) at Mar. 31, 2021 | 1,291,413,193 | ||||||||||||||||||||||||||||
Exercise of stock options | 12 | 12 | |||||||||||||||||||||||||||
Exercise of stock options, Share | 1,221,465 | ||||||||||||||||||||||||||||
Vesting of restricted stock awards, Share | 59,142 | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 771,545 | ||||||||||||||||||||||||||||
Issuance of warrants to purchase convertible preferred stock | $ 150 | $ 150 | |||||||||||||||||||||||||||
Stock-based compensation expense | 14,519 | 14,519 | |||||||||||||||||||||||||||
Net loss | (54,464) | (53,941) | (523) | ||||||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | 355,786 | $ 129 | 944,101 | (595,388) | 6,944 | ||||||||||||||||||||||||
Ending balance (Shares) at Jun. 30, 2021 | 1,293,465,345 | ||||||||||||||||||||||||||||
Exercise of stock options | 2 | 2 | |||||||||||||||||||||||||||
Exercise of stock options, Share | 245,402 | ||||||||||||||||||||||||||||
Vesting of restricted stock awards, Share | 59,158 | ||||||||||||||||||||||||||||
Repurchase of common stock | (24,998) | (24,998) | |||||||||||||||||||||||||||
Repurchase of common stock Share | (2,707,280) | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 242,163 | 408,497 | |||||||||||||||||||||||||||
Issuance of common stock for a business acquisition | 15,160 | 15,160 | |||||||||||||||||||||||||||
Issuance of common stock for business acquisition, Share | 1,633,937 | ||||||||||||||||||||||||||||
Issuance of common stock Share upon reverse recapitalization, net of offering costs, Share | 193,365,636 | ||||||||||||||||||||||||||||
Issuance of common stock Value 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) | |||||||||||||||||||||||||||
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 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||
Payments of Stock Issuance Costs | $ 0 | $ 0 | $ 0 | $ 4,830 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||
Net loss | $ (231,647) | $ (80,324) | $ (126,723) | $ (119,857) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 21,073 | 9,860 | 13,864 | 10,755 |
Stock-based compensation | 14,764 | 358 | 476 | 771 |
Non-cash equity consideration | (12,562) | |||
Loss on equity method investments | 72,621 | 2,151 | 3,059 | 46,936 |
(Gain) loss on investments | (3,009) | 4,978 | 1,070 | 7,797 |
Changes in Fair Value of Loans Receivable | 1,196 | (295) | (1,061) | 0 |
Change in fair value of warrant liabilities | 18,482 | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (27,832) | (6,338) | (13,233) | 378 |
Accounts receivable, net from related parties | (838) | (446) | (995) | (2,221) |
Prepaid expenses and other current assets | 5,565 | (1,207) | (11,352) | (4,031) |
Inventory, net | (738) | (819) | (2,736) | |
Other non-current assets | (35) | 2,361 | 1,834 | (2,361) |
Accounts payable | (2,771) | 2,700 | 7,019 | 664 |
Accrued expenses and other current liabilities | 29,599 | 1,690 | 8,665 | 4,170 |
Deferred revenue, current and non-current (includes $44,632 and $(17,050) from related parties) | (5,538) | (13,061) | (19,423) | 4,883 |
Deferred rent, non-current | 4,320 | 39 | 1,045 | 9,095 |
Other non-current liabilities | 29,073 | 1,862 | 2,661 | 0 |
Non-cash interest expense related to payments on lease financing obligations | 51 | |||
Non-cash interest expense related to amortization of debt discount on convertible promissory notes | 71 | |||
Gain on extinguishment of convertible promissory notes | (71) | |||
Loss attributable to investments | 1,070 | 7,797 | ||
Accrued interest income on loan receivable | (163) | |||
Gain on termination of Glycosyn, LLC agreement | (1,530) | |||
Net cash used in operating activities | (88,277) | (76,491) | (135,830) | (44,663) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (51,407) | (38,408) | (57,821) | (22,219) |
Purchase of loan receivable from Access Bio, Inc. | (10,000) | |||
Issuance of loan receivable | (100) | (100) | (2,250) | |
Cash paid for investment in Synlogic, Inc. | (50,133) | |||
Proceeds from loan receivable | 304 | 217 | 800 | |
Purchase of non-marketable equity securities | (5,000) | |||
Business acquisition, net of cash acquired | (21,382) | |||
Net cash used in investing activities | (77,485) | (38,291) | (67,121) | (74,602) |
Cash flows from financing activities: | ||||
Proceeds from reverse recapitalization, net of redemptions of $867,253 and offering costs of $106,838 (Note 3) | 1,510,909 | |||
Proceeds from exercise of stock options | 41 | 19 | 26 | 7 |
Repurchase of Founder shares | (24,998) | 0 | (408) | |
Principal payment on capital lease obligations | (592) | (457) | (598) | (736) |
Non-controlling interest contributions | 60,000 | |||
Proceeds from lease financing obligations | 476 | |||
Principal payment on lease financing obligations | (172) | (98) | (150) | (92) |
Proceeds from issuance of convertible promissory notes, net of issuance costs | 198,957 | |||
Proceeds from issuance of Series E convertible preferred stock, net of issuance costs | 91,040 | 91,040 | 212,181 | |
Net cash provided by financing activities | 1,545,188 | 90,504 | 90,318 | 410,385 |
Effect of foreign exchange rates on cash and cash equivalents | (8) | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 1,379,418 | (24,278) | (112,633) | 291,120 |
Cash, cash equivalents and restricted cash, beginning of period | 385,877 | 498,510 | 498,510 | 207,390 |
Cash, cash equivalents, and restricted cash, end of period | 1,765,295 | 474,232 | 385,877 | 498,510 |
Supplemental disclosure of non-cash financing activities: | ||||
Purchases of equipment through capital leases | 1,981 | 406 | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 2,434 | 9,796 | 14,458 | 605 |
Deferred offering costs included in accounts payable and accrued expenses | 1,280 | |||
Equity received in related parties | 60,054 | |||
Purchase of non-marketable equity securities | 10,000 | |||
Issuance of common stock for a business acquisition | 15,087 | |||
Loan receivable received as consideration under customer arrangement | $ 300 | 375 | ||
Initial fair value of warrant liabilities | $ 194,453 | |||
Cash paid for interest | $ 2,572 | 2,348 | ||
Cash paid for income taxes | 31 | |||
Conversion of convertible promissory notes into Series E convertible preferred stock | 211,608 | |||
Series E convertible preferred stock issuance costs included in accrued expenses | 3,380 | |||
Issuance of loan receivable upon amendment of Glycosyn, LLC agreement | 2,744 | |||
Allonnia, LLC equity interest received for intellectual property | $ 24,480 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Statement of Cash Flows [Abstract] | |
Deferred revenue from related parties | $ 54,632 |
Reverse recapitalization redemption amount | 867,253 |
Offering costs | $ 106,838 |
Reconciliation of the cash, cas
Reconciliation of the cash, cash equivalents and restricted cash balances - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Cash Flows [Abstract] | ||||
Cash and cash equivalents | $ 1,739,056 | $ 380,801 | $ 471,057 | $ 495,287 |
Restricted Cash, Current | 26,239 | 5,076 | 3,175 | 3,223 |
Total cash, cash equivalents and restricted cash | $ 1,765,295 | $ 385,877 | $ 474,232 | $ 498,510 |
Organization
Organization | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization | 1. Organization Business The mission of Ginkgo Bioworks Holdings, Inc. (“Ginkgo Bioworks”, “New Ginkgo”, or the “Company”) is to make biology easier to engineer. The Company designs custom cells for customers across multiple markets. Since inception, the Company has devoted its efforts to improving its platform for programming cells to enable customers to leverage biology to create impactful products across a range of industries. The Company’s platform comprises (i) equipment, robotic automation, software, data pipelines and tools, and standard operating procedures for high throughput genetic engineering, fermentation, and analytics (referred to collectively as the “Foundry”), (ii) a library of proprietary genetic assets and associated performance data (referred to collectively as “Codebase”), and (iii) the Company’s team of expert users, developers and operators of the Foundry and Codebase. 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 New Ginkgo. As a result of the Business Combination, 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 Business Combination have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. For additional information on the Business Combination, refer to Note 3 to these condensed consolidated financial statements. Liquidity and Capital Resources As of September 30, 2021, the Company had $1,739.1 million in cash and cash equivalents, inclusive of approximately $1,509.6 million received in net proceeds from the Business Combination. Prior to the Business Combination, the Company primarily financed its operations through proceeds from equity offerings, convertible note offerings, fees received for research and development services under license and collaboration arrangements, including upfront fees and fees received upon the achievement of milestones, fees received from Biosecurity product sales and services provided and government grants. These sources of liquidity have enabled the Company to expand the physical footprint and capacity of the Foundry and grow its personnel to expand capabilities and enter new markets. The Company has incurred significant operating losses from inception through September 30, 2021, resulting in negative cash flows from operating activities and an accumulated deficit of $697.3 million as of September 30, 2021. The Company expects to continue to incur net losses into the foreseeable future. The Company’s ability to successfully transition to profitable operations is dependent upon achieving technical and commercial milestones under existing customer agreements, continuing to increase Foundry output while reducing the unit cost of that output, and expanding the number of engineered organisms under development with customers. The Company believes that its current cash and cash equivalents will provide adequate liquidity through at least one year from the date that these condensed consolidated financial statements are issued. The Company’s future liquidity needs may vary materially from those currently planned and will depend on many factors, including the achievement of technical and commercial milestones under existing customer arrangements, the receipt of cash and equity from new customers and in connection with collaborative arrangements, the investments required to further scale the Foundry and Codebase, and the expenses needed to attract and retain personnel. Risks and Uncertainties The Company is subject to a number of risks including rapid technological change, regulatory change, technical feasibility, commercial viability, public perception of genetically modified organisms, uncertain market acceptance of products derived from engineered organisms, alternative means of production, data and cybersecurity breaches, and dependence on key vendors and personnel. Impact of the COVID-19 In March 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) COVID-19. COVID-19 Consistent with the actions taken by governmental authorities, the Company has taken steps to protect its workforce and support the community efforts. From approximately March 2020 to June 2020, the Company operated at a reduced capacity. The Company also restricted non-essential on-site The COVID-19 COVID-19 The Company continues to monitor and assess the effects of the COVID-19 | 1. Organization and Basis of Presentation Business The mission of Ginkgo Bioworks, Inc. (“Ginkgo Bioworks”, “Ginkgo”, or the “Company”) is to make biology easier to engineer. The Company designs custom cells for customers across multiple markets. Since inception, the Company has devoted its efforts to improving its platform for programming cells to enable customers to leverage biology to create impactful products across a range of industries. The Company’s platform comprises (i) equipment, robotic automation, software, data pipelines and tools, and standard operating procedures for high throughput genetic engineering, fermentation, and analytics (referred to collectively as the “Foundry”), (ii) a library of proprietary genetic assets and associated performance data (referred to collectively as “Codebase”), and (iii) the Company’s team of expert users, developers and operators of the Foundry and Codebase. Reverse Recapitalization 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 Ginkgo, the separate corporate existence of Merger Sub ceased and 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 Ginkgo exchanged their equity interests of Ginkgo Bioworks, Inc. for equity interests of Ginkgo Bioworks Holdings, Inc. The Business Combination was accounted for as a reverse recapitalization, in accordance with U.S. 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 Ginkgo issuing stock for the net assets of SRNG, accompanied by a recapitalization. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of Ginkgo and its subsidiaries “as if” Ginkgo is the predecessor and legal successor to SRNG. As a result of the Business Combination, the shares and corresponding capital amounts and loss per share related to Ginkgo’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the exchange ratio of 49.080452 (“Exchange Ratio”) established in the Merger Agreement. Liquidity and Capital Resources As of December 31, 2020, the Company had $380.8 million in cash and cash equivalents. The Company’s sources of liquidity have been predominantly from proceeds from equity offerings, convertible note offerings, fees received for research and development services under license and collaboration arrangements, including those received on an upfront basis and upon accomplishment of milestones, fees received from Biosecurity product sales and services provided and government grants. These sources of liquidity have enabled the Company to expand the physical footprint and capacity of the Foundry and grow its personnel to expand capabilities and enter new markets. The Company has incurred significant operating losses from inception through December 31, 2020, resulting in negative cash flows from operating activities and an accumulated deficit of $467.9 million as of December 31, 2020. The Company expects to continue to incur net losses into the foreseeable future. Successful transition to profitable operations is dependent upon achieving technical and commercial milestones under existing customer agreements, continuing to increase Foundry output while reducing the unit cost of that output, and expanding the number of engineered organisms under development with customers. The Company plans to continue to fund its losses from operations through future debt and equity financings, liquidation of equity holdings, and new customer and collaborative arrangements. The Company believes that its current cash and cash equivalents will provide adequate liquidity through one year from the date that these consolidated financial statements are issued. The Company’s future liquidity needs may vary materially from those currently planned and will depend on many factors, including the achievement of technical and commercial milestones under existing customer arrangements, the receipt of cash and equity from new customers and in connection with collaborative arrangements, the investments required to further scale the Foundry and Codebase, and the expenses needed to attract and retain personnel. Risks and Uncertainties The Company is subject to a number of risks including rapid technological change, regulatory change, technical feasibility, commercial viability, public perception of genetically modified organisms, uncertain market acceptance of products derived from engineered organisms, alternative means of production, data and cybersecurity breaches, and dependence on key vendors and personnel. Impact of the COVID-19 In December 2019, an outbreak of a novel strain of coronavirus (“COVID-19”) COVID-19 COVID-19. COVID-19 Consistent with the actions taken by governmental authorities, the Company has taken steps to protect its workforce and support the community efforts. From approximately March 2020 to approximately June 2020, the Company operated at a reduced capacity. The Company also restricted non-essential on-site The COVID-19 COVID-19 The Company continues to monitor and assess the effects of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial reporting. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and stockholders’ equity for the interim periods reported, but are not necessarily indicative of the results to be anticipated for the full year 2021 or any future period. The Business Combination was accounted for as a reverse recapitalization, in accordance with U.S. 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 determination of Old Ginkgo as the accounting acquirer was primarily based on the fact that Old Ginkgo’s former shareholders currently have the largest voting interest in New Ginkgo, all of the management of New Ginkgo is comprised of Old Ginkgo’s former executive management, Old Ginkgo’s former directors and individuals designated by, or representing, Old Ginkgo shareholders constitute a majority of the initial New Ginkgo Board, and the operations of Old Ginkgo comprise all of the ongoing operations of New Ginkgo. 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, prior to the Reverse Recapitalization, have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019, and the notes thereto, included in the Company’s prospectus on Form 424(b)(3) as filed with the SEC on September 17, 2021. The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements are consistent with those described in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s prospectus on Form 424(b)(3) as filed with the SEC on September 17, 2021. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and consolidated variable interest entities in which the Company has a controlling financial interest and is the primary beneficiary. Wholly owned subsidiaries include Ginkgo Bioworks, Inc., Ginkgo Bioworks Netherlands B.V., Ginkgo Bioworks Securities Corporation, Gen9, Inc. and Stegodon Corporation. The Company has a controlling financial interest in Cooksonia, LLC (“Cooksonia”), which is the holding entity for the Company’s investment in Joyn Bio, LLC (“Joyn”), and a controlling financial interest in Ayana Bio, LLC and Verb Biotics, LLC. 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions used in the preparation of these condensed consolidated financial statements include, among others, the fair value of equity instruments and equity awards, revenue recognition, the fair value of loans receivable, the fair value of certain investments, including equity method investments, the fair value of warrant liabilities, accrued expenses, and income taxes. The Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances. Reported amounts and disclosures reflect the overall economic conditions that management believes are most likely to occur, and the anticipated measures management intends to take. Actual results could differ materially from those estimates. All revisions to accounting estimates are recognized in the period in which the estimates are revised. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, and loans receivable. The Company’s cash and cash equivalents are maintained in bank deposit accounts and money market funds, which, at times, may exceed federally insured limits. The Company believes that it is not exposed to significant credit risk as its deposits are held in financial institutions in the United States that management believes to be of high credit quality. The Company’s loans receivable are comprised of both collateralized convertible notes, which limits the Company’s credit risk, and uncollateralized convertible notes. The Company’s accounts receivable primarily consist of amounts owed under its license and collaboration agreements and its Biosecurity product and service offering. The Company has not experienced any material write-offs related to its accounts receivable since inception. Restricted Cash Restricted cash primarily includes 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. Restricted cash is included in other non-current Inventory, net Inventory mainly consists of diagnostic testing kits purchased from suppliers, testing program supplies and the costs of assembling sample collection kits. Finished goods inventory for lateral flow assay (“LFA”) and polymerase chain reaction (“PCR”) tests are valued at the lower of cost or net realizable value using the first-in first-out Equity Method Investments The Company utilizes the equity method to account for its investments in common stock, or in-substance For investments with a substantive profit-sharing agreement, the Company utilizes the Hypothetical Liquidation at Book Value (“HLBV”) method to allocate income and losses from the equity method investment. Under the HLBV method, the Company utilizes the capital account at the end of the period assuming the book value of the entity was liquidated or sold minus the same calculation at the beginning of the period. The difference is the share of earnings or losses attributable to the equity method investment. Under the equity method, if there is a commitment for the Company to fund the losses of its equity method investees, the Company would continue to record its share of losses resulting in a negative equity method investment, which would be presented as a liability on the Condensed Consolidated Balance Sheets. Commitments may be explicit and may include formal guarantees, legal obligations, or arrangements by contract. Implicit commitments may arise from reputational expectations, intercompany relationships, statements by the Company of its intention to provide support, a history of providing financial support or other facts and circumstances. When the Company has no commitment to fund the losses of its equity method investees, the carrying value of its equity method investments will not be reduced below zero. The Company had no commitment to fund additional losses of its equity method investments during the three and nine months ended September 30, 2021 and 2020. The Company evaluates its equity method investments for impairment whenever events or circumstances indicate that the carrying value of the investment may not be recoverable. The Company considers the investee’s financial position, forecasts and economic outlook, and the estimated duration and extent of losses to determine whether a recovery is anticipated. An impairment that is other-than-temporary is recognized in the period identified. The Company has not recognized an impairment loss related to its equity method investments for the three and nine months ended September 30, 2021 and 2020. The Company may elect the fair value option for its equity method investments on an investment-by-investment Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process paid-in in-process paid-in Revenue Recognition Biosecurity Revenue In 2020, the Company launched its commercial offering of COVID-19 end-to-end COVID-19 K-12 COVID-19 end-to-end end-to-end COVID-19 web-based Revenue from Contracts with Customers Product revenue is recognized when the test kits are shipped and risk of loss is transferred to the carrier. The Company’s test kits are generally not subject to a customer right of return except for product recalls under the rules and regulations of the U.S. Food and Drug Administration (“FDA”). The Company has elected to include shipping and handling fees billed to customers as a component of Biosecurity revenue. Service revenue from the Company’s end-to-end COVID-19 web-based Other than as noted herein, there were no other changes to the Company’s revenue recognition policy since the date of the audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s prospectus on Form 424(b)(3) as filed with the SEC on September 17, 2021. Stock-Based Compensation For awards granted prior to the Business Combination, the Company utilized the hybrid method to estimate the value of its common stock underlying its stock-based awards. The hybrid method is a probability-weighted expected return method (“PWERM”) where the equity value in at least one scenario is allocated using an option pricing method (“OPM”). For the period from January 2020 through July 2020, when using the hybrid method the Company considered two scenarios: (i) a fully diluted scenario, in which the per-share The Company estimates the grant date fair value of stock option awards using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including fair value of common stock (for awards granted prior to the Business Combination), expected term, expected volatility, risk-free interest rate and expected dividend yield. The expected term was generally determined using the “simplified” method for “plain vanilla” options. The Company determined expected volatility using the historical volatility of the stock prices of similar publicly traded peer companies. The risk-free interest rate was based on the yield available on U.S. Treasury zero-coupon Other than as noted herein, there were no other changes to the Company’s stock-based compensation policy since the date of the audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s prospectus on Form 424(b)(3) as filed with the SEC on September 17, 2021. Warrant Liabilities The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 14) as liabilities. At the end of each reporting period, changes in fair value during the period are recognized as change in fair value of warrant liabilities on the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of (a) the exercise or expiration of the warrants or (b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in Foreign Currency Translation The Company’s reporting currency is the U.S. dollar while the functional currency of the Company’s non-U.S. non-U.S. Foreign Currency Matters period-end Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner Recently Adopted Accounting Pronouncements In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities 2018-17”). 2018-17 2018-17 Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification right-of-use 2016-02 right-of-use right-of-use | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). All adjustments, consisting of normal recurring adjustments, necessary for a fair presentation have been included . Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that (i) the Company is no longer an emerging growth company or (ii) the Company affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Principles of Consolidation The Company’s wholly owned subsidiaries include Ginkgo Bioworks Security Corporation (“GBSC”), Gen9, Inc. (“Gen9”) and Stegodon Corporation, which, along with Ginkgo Bioworks, Inc., were incorporated under the laws of the State of Delaware. The Company also has a controlling financial interest in Cooksonia, LLC (“Cooksonia”) which is the holding entity for the Company’s investment in Joyn Bio, LLC (“Joyn”). The accompanying consolidated financial statements reflect the Company’s operations and those of subsidiaries in which the Company has a controlling financial interest. All intercompany accounts and transactions have been eliminated. Variable Interest Entities The Company evaluates its variable interests in variable interest entities (“VIE”) and consolidates VIEs when the Company is the primary beneficiary. The Company determines whether it is the primary beneficiary of each VIE based on its assessment of whether the Company possesses both (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses that could be significant to the VIE or the right to receive benefits that could be significant to the VIE. The Company reevaluates the accounting for its VIEs upon the occurrence of events that could change the primary beneficiary conclusion. As of December 31, 2020 and 2019, the maximum risk of loss related to the Company’s VIEs was limited to the carrying value of its investment in such entities. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions used in preparation of these consolidated financial statements include, among others, those related to the fair value of equity instruments and equity awards, revenue recognition, the fair value of loans receivable, the fair value of certain investments, including equity method investments, accrued expenses, and income taxes. The Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances. Reported amounts and disclosures reflect the overall economic conditions that management believes are most likely to occur, and the anticipated measures management intends to take. Actual results could differ materially from those estimates. All revisions to accounting estimates are recognized in the period in which the estimates are revised. Segment Information The Company and the Chief Operating Decision Maker (“CODM”), which is comprised of the Chief Executive Officer and the Chief Operating Officer, view the Company’s operations and manage the business as a single operating segment. Strategic decisions are managed centrally, and consistent with this decision-making process, the CODM uses consolidated financial information for purposes of evaluating performance, allocating resources, as well as forecasting future period financial results. The majority of the Company’s long-lived assets are held in the United States. For the year ended December 31, 2020, two customers, both of which were related parties, accounted for 27.1% and 12.3%, respectively, of the Company’s total revenue. No other customers exceeded more than 10% of the Company’s total revenue during the year ended December 31, 2020. For the year ended December 31, 2019, three customers that were related parties and one customer that was not a related party accounted for 35.0%, 17.3%, 11.5% and 13.5%, respectively, of the Company’s total revenue. No other customers exceeded more than 10% of the Company’s total revenue during the year ended December 31, 201 9. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, and loans receivable. The Company’s cash is maintained in bank deposit accounts and money market funds, which, at times, may exceed federally insured limits. The Company believes that it is not exposed to significant credit risk as its deposits are held in financial institutions in the United States that management believes to be of high credit quality. The Company’s loans receivable are comprised of both collateralized convertible notes, which limits the Company’s credit risk, as well as uncollateralized convertible notes. The Company’s accounts receivable primarily consists of amounts owed under its license and collaboration agreements. The Company has not experienced any material write-offs related to its accounts receivable since inception. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market accounts. The carrying value of the Company’s cash and cash equivalents approximate fair value due to their short-term maturities. Restricted Cash Restricted cash primarily includes cash balances collateralizing letters of credit associated with leases for the Company’s facilities and is included in other non-current Accounts Receivable, net Accounts receivable consists of credit extended to customers in the normal course of business and is reported at the estimated net realizable value. Accounts receivable includes unbilled amounts that have been recognized in revenue but have not yet been invoiced based on timing differences and the terms of the underlying arrangements. The Company maintains an allowance for doubtful accounts to provide for the estimated amounts of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. The Company re-evaluates Inventory, net Inventory mainly consists of diagnostic testing kits purchased from suppliers. The Company values inventory at the lower of cost or net realizable value using the first-in first-out Loans Receivable The Company has elected the fair value option under ASC 825, Financial Instruments Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term with respect to leasehold improvement assets. Estimated lives of property and equipment are as follows: Estimated Useful Life Computer equipment and software 2 to 5 years Furniture and fixtures 7 years Lab equipment 1 to 5 years Facilities 15 to 30 years Leasehold improvements Shorter of useful life or Expenditures for maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any resulting gain or loss is reflected in other income, net in the Consolidated Statements of Operations and Comprehensive Loss. Construction in progress relates to assets which have not been placed in service as of period end. Facilities relate to assets acquired under the Company’s build-to-suit build-to-suit Equity Method Investments The Company utilizes the equity method to account for its investments in common stock, or in-substance For investments with a substantive profit-sharing agreement, the Company utilizes the Hypothetical Liquidation at Book Value (“HLBV”) method to allocate income and losses from the equity method investment. Under the HLBV method, the Company utilizes the capital account at the end of the period assuming the book value of the entity was liquidated or sold minus the same calculation at the beginning of the period. The difference is the share of earnings or losses attributable to the equity method investment. Under the equity method, if there is a commitment for the Company to fund the losses of its equity method investees, the Company would continue to record its share of losses resulting in a negative equity method investment, which would be presented as a liability on the Consolidated Balance Sheets. Commitments may be explicit and may include formal guarantees, legal obligations, or arrangements by contract. Implicit commitments may arise from reputational expectations, intercompany relationships, statements by the Company of its intention to provide support, a history of providing financial support or other facts and circumstances. When the Company has no commitment to fund the losses of its equity method investees, the carrying value of its equity method investments will not be reduced below zero. The Company had no commitment to fund additional losses of its equity method investments during the years ended December 31, 2020 and 2019. The Company evaluates its equity method investments for impairment whenever events or circumstances indicate that the carrying value of the investment may not be recoverable. The Company considers the investee’s financial position, forecasts and economic outlook, and the estimated duration and extent of losses to determine whether a recovery is anticipated. An impairment that is other-than-temporary is recognized in the period identified. The Company has not recognized an impairment loss relative to its equity method investments for the years ended December 31, 2020 and 2019. The Company may elect the fair value option for its equity method investments on an investment-by-investment Investments Investments include warrants and non-marketable The Company has elected to account for the warrants using the fair value option. Subsequent changes in fair values are presented as a component of loss on investments in the Consolidated Statements of Operations and Comprehensive Loss. Investments in non-marketable Fair Value Measurements The Company categorizes its assets and liabilities measured at fair value in accordance with the authoritative accounting guidance that establishes a consistent framework for measuring fair value and requires disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. ASC 820, Fair Value Measurement ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1- • Level 2- • Level 3- To the extent that the valuation is based on models or inputs that are either less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company valued its money market fund holdings, loans receivable, and certain equity method investments and investments accounted for pursuant to the fair value option on a recurring basis. The carrying amounts of the Company’s other financial instruments, which include accounts receivable, certain prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities, approximate their fair values, primarily due to their short-term nature. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company has not recognized any impairment losses during the years ended December 31, 2020 and 2019. Intangible Assets, net Intangible assets, net consist of certain definite-lived assets including patents, processes and know-how The Company reviews intangible assets for impairment whenever events or changes in circumstances have occurred which could indicate that the carrying value of the assets are not recoverable. Recoverability is measured by comparing the carrying value of the intangible assets to the future undiscounted cash flows expected to be generated by the asset. In determining the expected future cash flows, the Company uses assumptions believed to be reasonable, but which are unpredictable and inherently uncertain. Actual future cash flows may differ from the estimates used in impairment testing. The Company recognizes an impairment loss when and to the extent that the estimated fair value of an intangible asset is less than its carrying value. The Company has not recognized an impairment loss for the years ended December 31, 2020 and 2019. Goodwill Goodwill represents the excess of acquisition cost over the fair market value of the net assets acquired. The Company assesses the carrying value of goodwill for impairment on at least an annual basis, the assessment of which requires significant judgment. The Company first considers qualitative factors that indicate impairment may have occurred. Such indicators may include deterioration in economic conditions, adverse market conditions, technological obsolescence, other factors that are indicative of negative or declining cash flows, or an increase in costs over multiple periods in excess of those already factored into the fair value assessment. If the qualitative assessment indicates a reduction in the carrying value is more likely than not to have occurred, the Company performs a quantitative assessment, comparing the fair value of the reporting unit to its carrying value, including goodwill. In the Company’s case, the entire organization represents a single reporting unit. If the carrying value of the reporting unit exceeds the fair value, an impairment has occurred, and an impairment loss is recognized. The fair value of the reporting unit is primarily determined based on the income approach. The income approach is a valuation technique in which fair value is based on the forecasted future cash flows, discounted at the appropriate rate of return commensurate with the risk as well as current rates of return for equity and debt capital as of the valuation date. The Company has not recognized an impairment loss for the years ended December 31, 2020 and 2019. Deferred Rent Deferred rent consists of the difference between cash paid and rent expense recognized on a straight-line basis for the facilities that the Company occupies under operating leases. The Company classifies the current portion of the deferred rent balance as a component of accrued expenses and other current liabilities on the Consolidated Balance Sheets. Treasury Stock The Company recorded repurchases of common stock at cost in treasury stock, which is presented as a reduction to stockholders’ equity in the Consolidated Statements of Stockholders’ Equity. When the repurchase price of treasury stock exceeded the fair value of the common stock, the Company recognized the incremental amount as compensation expense in the Consolidated Statements of Operations and Comprehensive Loss. During the year ended December 31, 2019, all shares of treasury stock were returned to authorized and unissued shares of common stock and no shares of common stock remained in treasury as of December 31, 2020 and 2019. Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers Foundry Revenue The Company generates license and service revenue through the execution of license and collaboration agreements whereby customers obtain license rights to the Company’s proprietary technology and intellectual property for use in the research, development and commercialization of engineered organisms, and derived products. Under these agreements, the Company typically provides research and development services, which includes the provision of a license to the Company’s intellectual property. Additionally, the customer obtains license rights to the output of the Company’s services in order to commercialize the resulting output of such services. Generally, the terms of these agreements provide that the Company receives some combination of: (1) Foundry usage fees in the form of (i) upfront payments upon consummation of the agreement or other fixed payments, (ii) reimbursement for costs incurred for research and development services and (iii) milestone payments upon the achievement of specified technical criteria, plus (2) downstream value share payments in the form of (iv) milestone payments upon the achievement of specified commercial criteria, (v) royalties on sales of products from or comprising engineered organisms arising from the collaboration or licensing agreement and (vi) royalties related to cost of goods sold reductions realized by customers. The Company’s collaboration and licensing agreements often contain multiple promises, including (i) licenses and assignments of intellectual property and materials and (ii) research and development services, and the Company determines whether each of the promises is a distinct performance obligation based on the nature of each agreement. As the Company is generally performing research and development services that are highly integrated and interrelated to the licenses and assignments of intellectual property and materials, the promises are generally inseparable. As such, the Company typically combines the research and development services, licenses, and assignments into a single performance obligation. However, for certain agreements, the Company only grants licenses or effects such transfers and assignments upon the successful completion of the research and development services or delivery of a developed product. For these agreements, the Company typically considers (i) the research and development services and (ii) the licenses, transfers, and assignments as distinct performance obligations, as each is transferred separately and has a separately identifiable benefit. Options to acquire additional goods and services are evaluated to determine if such options provide a material right to the counterparty that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer which is accounted for as a separate contract upon the counterparty’s election. At contract inception, the Company determines the transaction price, including fixed consideration and any estimated amounts of variable consideration. Any upfront cash payment received upon consummation of the agreement is fixed and generally non-refundable. non-cash non-cash non-cash For agreements with promises that are combined into a single performance obligation, the entire transaction price is allocated to the single performance obligation. For agreements with multiple performance obligations, the transaction price is allocated to the performance obligations using the relative standalone selling price methodology. For agreements featuring variable consideration, the Company allocates variable consideration to one or more, but not all, performance obligations if certain conditions are met. Specifically, the Company assesses whether the variable consideration relates solely to its efforts to satisfy the performance obligation and whether allocating such variable consideration entirely to the performance obligation is consistent with the overall allocation objective. If these conditions are not met, the Company allocates the variable consideration based on the relative standalone selling price methodology. The key assumptions utilized in determining the standalone selling price for each performance obligation include development timelines, estimated research and development costs, commercial markets, likelihood of exercise (in the case of options considered to be material rights), and probabilities of success. For agreements where the licenses or assignments are considered separate performance obligations or represent the only performance obligation, the Company recognizes revenue at the point in time that the Company effectively grants the license as the licenses or assignments represent functional intellectual property. For agreements where the licenses and the research and development services represent a combined performance obligation, the Company recognizes revenue over the period of performance based on costs incurred to date as compared to total estimated costs. The Company evaluates its measure of progress to recognize revenue at each reporting period and, as necessary, adjusts the measure of performance and related revenue recognition. The Company’s measure of performance and revenue recognition involves significant judgment and assumptions, including, but not limited to, estimated costs and timelines to complete its performance obligations. The Company evaluates contract modifications and amendments to determine whether any changes should be accounted for prospectively or on a cumulative catch-up Royalties received under the agreements are recognized as revenue when sales have occurred as the Company applies the sales or usage-based royalties recognition constraint. The Company has determined the application of this exception is appropriate because the license granted in the agreement is the predominant item to which the royalties relate. As the Company receives upfront payments for technical services under certain of its arrangements, the Company evaluates whether any significant financing components exist given the term over which the fees will be earned may exceed one year. Based on the nature of the Company’s agreements, there are no significant financing components as the purpose of the upfront payment is not to provide financing, but rather to secure technical services, exclusivity rights, and Foundry capacity, or the timing of transfer of those goods or services is at the discretion of the customer. Deferred revenue represents consideration received by the Company in excess of revenue recognized and primarily results from transactions where the Company receives upfront payments and non-cash non-current Collaboration Arrangements For arrangements that do not represent contracts with a customer, the Company analyzes its collaboration transactions to assess whether they are within the scope of ASC 808, Collaborative Arrangements Biosecurity Revenue In 2020, the Company launched its commercial offering of COVID-19 COVID-19 end-to-end lateral flow assay (“LFA”) diagnostic test kits. The Company records service revenue from sales of its end-to-end COVID-19 web-based Product revenue from the sale of LFA diagnostic test kits is recognized when the test kits are shipped, and risk of loss is transferred to the carrier. The Company’s diagnostic test kits are generally not subject to a customer right of return except for product recalls under the rules and regulations of the FDA. The Company has elected to include shipping and handling fees billed to customers as a component of Biosecurity revenue. Service revenue from the Company’s end-to-end COVID-19 web-based Cost of Biosecurity Revenue Cost of Biosecurity product revenue consists of costs associated with the sale of LFA diagnostic test kits, which includes costs paid to purchase test kits from third parties, as well as shipping, handling, and insurance costs. Cost of Biosecurity service revenue consists of costs associated with the provision of the Company’s end-to-end COVID-19 web-based Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist of direct and indirect internal costs related to specific projects, acquired intellectual property deemed to be in-process Patent Costs The Company expenses all costs as incurred in connection with the filing, prosecution, maintenance, defense, and enforcement of patent applications, including direct application fees and related legal and consulting expenses. Patent costs are included in general and administrative expenses within the Consolidated Statements of Operations and Comprehensive Loss. Stock-Based Compensation The Company accounts for equity awards, including grants of restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and stock options in accordance with ASC 718, Compensation – Stock Compensation grant date fair values. The determination of grant date fair value of the RSAs and RSUs is calculated as the fair value of the underlying common stock, less any applicable purchase price. The Company estimates the fair value of its common stock using a hybrid method which uses market approaches to estimate the Company’s enterprise value. The hybrid method is a probability-weighted expected return method (“PWERM”) where the equity value in at least one scenario is allocated using an option pricing method (“OPM”). Under the PWERM, the value of the common stock is estimated based on an analysis of future values assuming various possible future liquidity events. The value of the common stock is based on the probability-weighted present value of expected future investment returns considering the possible outcomes and the rights and privileges of each class of equity. The future investment returns are discounted back to the valuation date at a risk-adjusted discount rate which is then weighted based on the probability of the respective outcome. Under the OPM, each class of stock is treated as a call option on the Company’s equity value, with exercise prices based on the liquidation preferences of the convertible preferred stock. Under this methodology, the common stock has value only if the funds available for distribution to the holders exceeds the value of the liquidation preferences of the convertible preferred stock at the time of the liquidity event. The Black-Scholes model is used to price the call options which includes assumptions for the time to liquidity and volatility of equity value. A discount for lack of marketability is then applied to the common stock value. For awards granted from August 2020 through December 31, 2020, when using the hybrid method, the Company considered two scenarios: (i) a scenario in which the conversion of the convertible preferred stock to common stock occurred through an initial public offering (“IPO”) or a merger with a special purpose acquisition company (“SPAC”) transaction, and (ii) a remain private scenario. In both scenarios, the Company estimated an equity value in a potential IPO or SPAC transaction based on the guideline public company method under a market approach. The Company then converted the estimated future value to present value using a risk-adjusted discount rate. In the IPO or SPAC transaction scenario, conversion of the convertible preferred stock to common stock was assumed. In the remain private scenario, equity value was allocated among the convertible preferred stock and common stock using the OPM. In addition to considering these two scenarios, the Company considered the prices paid for its common stock and Series B convertible preferred stock in secondary transactions and the Company included these prices in its weighted average conclusion of value. For awards granted from January 1, 2019 through July 2020, when using the hybrid method the Company considered two scenarios: (i) a fully diluted scenario, in which the per-share There are significant judgments and estimates inherent in determining the fair value of the common stock. These judgments and estimates include factors, both subjective and objective, including: (i) a discount for lack of marketability; (ii) external market data; (iii) historical activity by the Company in selling equity to outside investors; (iv) the Company’s stage of development; (v) rights and preferences of the Company’s equity securities that rank senior to common stock; and (vi) the likelihood of the various scenarios, among others. Changes to these assumptions could result in different fair values of common stock. The Company grants equity awards with both service-based and performance-based vesting conditions. For awards with service-based vesting conditions, the Company recognizes stock-based compensation expense over the requisite service period, which is generally the vesting period, on a straight-line basis. For awards with performance-based vesting conditions, the Company recognizes stock-based compensation only when achievement of the performance condition is deemed probable. The Company classifies stock-based compensation expense in the Consolidated Statements of Operations and Comprehensive Loss in the same manner in which the grantee’s payroll costs are classified or in which the grantee’s service payments are classified. The Company recognizes forfeitures as they occur. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by considering several factors, including estimating the future taxable profits expected, estimating future reversals of existing taxable temporary differences, considering taxable profits in carryback periods, and considering prudent and feasible tax planning strategies. The Company accounts for uncertain tax positions using a more-likely-than-not Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner Net Loss per Share The Company foll |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination On September 16, 2021 (the “Closing Date”), the Company and SRNG completed the merger transaction contemplated by the Merger Agreement (the “Closing”), with Old Ginkgo surviving the merger as a wholly owned subsidiary of SRNG. Pursuant to the Merger Agreement, SRNG acquired all of the outstanding equity interests of Old Ginkgo for approximately $15.8 billion in aggregate consideration in the form of common stock of New Ginkgo valued at $10 per share (the “Base Equity Consideration”). The Base Equity Consideration was allocated among Old Ginkgo equity holders based on an exchange ratio of 49.080452 (“Exchange Ratio”). Accordingly, upon the closing of the Business Combination, all shares of Old Ginkgo Class A common stock and Old Ginkgo Class B common stock issued and outstanding immediately prior to the Business Combination converted into New Ginkgo Class A common stock and New Ginkgo Class B common stock, respectively, each with a par value of $0.0001 per share, based on the Exchange Ratio. All equity awards under Old Ginkgo’s stock incentive plans were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s common stock. As a result, (i) each outstanding stock option to acquire Old Ginkgo common stock was converted into an option to purchase approximately 49.080452 shares of New Ginkgo common stock, (ii) each outstanding share of restricted common stock was converted into approximately 49.080452 shares of restricted common stock of New Ginkgo and (iii) each outstanding award of restricted stock units was assumed and converted into a restricted stock unit having the same terms and conditions as applied to the Old Ginkgo restricted stock unit so converted but relating to approximately 49.080452 shares of common stock of New Ginkgo. In addition to the Base Equity Consideration, the equity holders of Old Ginkgo received approximately 188.7 million shares of New Ginkgo common stock (the “Earn-out “Earn-out Earn-out greater than or equal to: • $12.50, then 25% of the Earn-out • $15.00, then an additional 25% of the Earn-out • $17.50, then an additional 25% of the Earn-out • $20.00, then the remaining 25% of the Earn-out In connection with the entry into the Merger Agreement, Eagle Equity Partners III, LLC, a Delaware limited liability company (the “Sponsor”), forfeited 11,534,052 of its shares of New Ginkgo Class A common stock and an additional 16,737,183 of its shares of New Ginkgo Class A common stock (the “Sponsor Earn-out Earn-out Earn-out Earn-out paid-in The Business Combination is accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, SRNG was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination 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. PIPE Investment On May 11, 2021, concurrently with the execution of the Merger Agreement, SRNG entered into subscription agreements with certain accredited investors (the “PIPE Investors”). In connection with the consummation of the Business Combination on September 16, 2021, the PIPE Investors collectively consummated investments for 76,000,000 shares of the Company’s Class A common stock at a price of $10.00 per share (the “PIPE Shares”) for an aggregate amount of $760.0 million (the “PIPE Investment”). Summary of Net Proceeds The following table summarizes the elements of the net proceeds from the Business Combination as of September 30, 2021 (in thousands): Cash—SRNG Trust and cash (net of redemptions) $ 857,747 Cash—PIPE Investment 760,000 Less: Payment of underwriter fees and other offering costs (106,838 ) Proceeds from Business Combination, net of offering costs paid at Closing 1,510,909 Less: Other offering costs included in accounts payable and accrued expenses at September 30, 2021 (1,280 ) Net proceeds from the Business Combination $ 1,509,629 Summary of Shares Issued The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the Business Combination: SRNG shares outstanding prior to the Business Combination 215,625,000 Less: redemption of SRNG shares prior to the Business Combination (86,725,312 ) Less: SRNG shares forfeited (11,534,052 ) Common stock of SRNG (1) 117,365,636 Shares issued pursuant to the PIPE Investment 76,000,000 Business Combination and PIPE Investment shares 193,365,636 Conversion of Old Ginkgo Series B preferred stock to common stock 203,346,152 Conversion of Old Ginkgo Series C preferred stock to common stock 228,641,430 Conversion of Old Ginkgo Series D preferred stock to common stock 302,464,716 Conversion of Old Ginkgo Series E preferred stock to common stock 170,227,108 Conversion of Old Ginkgo common stock (2) 387,016,194 Total shares of New Ginkgo common stock outstanding immediately following the Business Combination 1,485,061,236 (1) Includes 16,737,183 shares of Class A common stock, the Sponsor Earn-out (2) Excludes 283,396,094 shares of Class A and Class B common stock underlying rollover equity instruments (i.e., restricted stock units and stock options) and 259,440 shares of Class A and Class B common stock underlying unvested restricted stock awards. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2021 | |
Acquisition [Abstract] | |
Acquisition | 4. Acquisition On July 1, 2021, the Company completed an acquisition of 100% of the equity 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. Dutch DNA’s significant expertise and fungal strain assets for the large-scale production of proteins is expected to add a valuable set of tools to the Company’s Codebase and broader platform for cell programming. The following table summarizes the preliminary acquisition date fair value of the consideration transferred for Dutch DNA (in thousands): Cash $ 11,451 Fair value of Class A common stock 15,087 Contingent consideration 8,760 Total Dutch DNA consideration $ 35,298 The fair value of the Class A common stock issued as part of the consideration paid for Dutch DNA was determined using the then-most recently available third-party valuation of the Company’s common stock. The contingent consideration arrangement requires the Company to pay up to a maximum of $20.0 million 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. Refer to Note 5 for further discussion of the fair value of the contingent consideration liability. The acquisition was accounted for in accordance with ASC 805, Business Combinations The following table summarizes the preliminary acquisition date fair values of assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash $ 387 Accounts receivable 149 Prepaid expenses and other current assets 170 Property, plant and equipment 234 Intangibles (1) 20,500 Goodwill (2) 15,177 Accounts payable (194 ) Accrued expenses and other current liabilities (137 ) Other non-current (988 ) Net assets acquired $ 35,298 (1) Estimated useful life of 15 years. (2) Non-deductible |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 5. Fair Value Measurements No transfers between levels have occurred during the periods presented. 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, 2021 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 1,667,271 $ 1,667,271 $ — $ — Synlogic, Inc. common stock, included in investments 19,339 19,339 — — Synlogic, Inc. warrants, included in investments 7,772 — 7,772 — Cronos Group Inc. common stock, included in investments 7,660 — 7,660 — Loans receivable, included in prepaid expenses and other current assets 3,905 — — 3,905 Loans receivable, net of current portion 10,161 — — 10,161 Total assets $ 1,716,108 $ 1,686,610 $ 15,432 $ 14,066 Liabilities: Public Warrants, included in warrant liabilities $ 116,955 $ 116,955 $ — $ — Private Placement Warrants, included in warrant liabilities 95,980 — — 95,980 Contingent consideration, included in other non-current 8,737 — — 8,737 Total liabilities $ 221,672 $ 116,955 $ — $ 104,717 As of December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 372,537 $ 372,537 $ — $ — Synlogic, Inc. common stock, included in investments 13,696 13,696 — — Synlogic, Inc. warrants, included in investments 5,504 — 5,504 — Loans receivable, included in prepaid expenses and other current assets 2,268 — — 2,268 Loans receivable, net of current portion 13,298 — — 13,298 Total assets $ 407,303 $ 386,233 $ 5,504 $ 15,566 The fair value of the warrants to purchase Synlogic common stock (Note 9) is calculated as the value of the underlying common stock, less the related unpaid exercise price and represents a Level 2 measurement within the fair value hierarchy. During the three months ended September 30, 2021, the Company received 1,467,490 shares of Cronos Group Inc. (“Cronos”) common stock as consideration for the achievement of the first target productivity milestone under the collaboration agreement with Cronos to produce eight cultured cannabinoids. The fair value of the Cronos common stock is calculated as the quoted price of the common stock adjusted for short-term marketability restrictions. Accordingly, the shares are classified as Level 2 financial instruments. Loans Receivable As of September 30, 2021 and December 31, 2020, loans receivable primarily consisted of a revolving promissory note with Glycosyn, LLC (“Glycosyn”) which is secured by the assets of Glycosyn, including certain intellectual property such as patents and copyrights held by Glycosyn, (“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. Refer to Note 6 for additional details on the Company’s loans receivable. The Company used a probability-weighted discounted cash flow valuation approach to determine the fair value of the Glycosyn Promissory Note. Using this approach, the present value of the expected future cash flows was calculated under four settlement scenarios and then were weighted based on the estimated probability of each scenario. The four settlement scenarios considered in the valuation were (i) a qualified financing which resulted in a 20% conversion discount, (ii) repayment upon change in control, (iii) a dissolution scenario and (iv) repayment in accordance with the terms of the note. The significant assumptions used in valuing the Glycosyn Promissory Note included the expected timing and probability of each scenario and the discount rate. As of September 30, 2021, a discount rate of 15% was applied, the probability of each scenario ranged from 5% to 85% and the time to event-date was 0.25 years. As of December 31, 2020, a discount rate of 15% was applied and the probability and timing of each scenario ranged from 10% to 40% and from 1 to 2.5 years. The weighted average timing of the scenarios weighted based on the probability of each scenario as of September 30, 2021 and December 31, 2020 was 0.25 years and 1.2 years, respectively. The Company used a Monte-Carlo simulation model to determine the fair value of the Access Bio Convertible Notes. The future stock price of Access Bio, Inc. (“Access Bio”) was simulated over the term of the note to assess the value of the settlement features which included (i) conversion into stock at a discount determined under a reset provision tied to the performance of Access Bio’s stock price and (ii) redemption at maturity. The significant assumptions used in determining the simulated future stock price included the expected timing of the conversion, which is assumed at maturity, and expected volatility. The significant assumptions used in determining the fair value of the Access Bio Convertible Notes under a redemption at maturity scenario was the discount rate and expected volatility. As of September 30, 2021, the key assumptions used were a discount rate of 30.7% and volatility of 90.0%. As of December 31, 2020, the key assumptions used were a discount rate of 32.8% and volatility of 88.5%. The following table provides a reconciliation of loans receivable measured at fair value using Level 3 significant unobservable inputs (in thousands): 2021 2020 Balance at January 1 $ 15,566 $ 4,830 Issuance of loans receivable — 400 Proceeds from loans receivable (304 ) (217 ) Change in fair value (1,196 ) 295 Balance at September 30 $ 14,066 $ 5,308 Warrant Liabilities The fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model as of the date the Company assumed the warrants from SRNG and subsequently as of the balance sheet date. The fair value of the Public Warrants have been measured based on the quoted price of such warrants on the NYSE. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. Material increases (or decreases) in any of those inputs may result in a significantly higher (or lower) fair value measurement. The Company estimates the volatility of its Private Placement Warrants based on implied volatility from the Company’s Public Warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement dates: September 16, 2021 September 30, Exercise price $ 11.50 $ 11.50 Stock price $ 11.42 $ 11.59 Volatility 53.1 % 55.4 % Term 5 years 4.96 years Risk-free rate 0.84 % 0.98 % The following table provides a reconciliation of the Private Placement Warrants measured at fair value using Level 3 significant unobservable inputs (in thousands): 2021 Balance at January 1 $ Additions pursuant to the Business Combination 90,263 Change in fair value 5,717 Balance at September 30 $ 95,980 Contingent Consideration In connection with the acquisition of Dutch DNA, the Company recorded contingent consideration liabilities for the estimated fair value of earn-out after-tax There were no material changes to the valuation assumptions as of September 30, 2021, therefore, the change in fair value is not significant. | 3. Fair Value Measurements No transfers between levels have occurred during the periods presented. The following tables present information about the Company’s financial assets measured at fair value on a recurring basis (in thousands): As of December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 372,537 $ 372,537 $ — $ — Synlogic, Inc. common stock, included in equity method investments 13,696 13,696 — — Synlogic, Inc. warrant, included in investments 5,504 — 5,504 — Loans receivable, included in prepaid expenses and other current assets 2,268 — — 2,268 Loans receivable, net of current portion 13,298 — — 13,298 Total $ 407,303 $ 386,233 $ 5,504 $ 15,566 As of December 31, 2019 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 480,178 $ 480,178 $ — $ — Synlogic, Inc. common stock, included in equity method investments 16,359 16,359 — — Synlogic, Inc. warrant, included in investments 6,574 — 6,574 — Loan receivable, included in prepaid expenses and other current assets 1,106 — — 1,106 Loan receivable, net of current portion 3,724 — — 3,724 Total $ 507,941 $ 496,537 $ 6,574 $ 4,830 As of December 31, 2020, loans receivable primarily consisted of a revolving promissory note with Glycosyn, LLC (“Glycosyn”) which is secured by the assets of Glycosyn, including certain intellectual property such as patents and copyrights held by Glycosyn, (“Glycosyn Promissory Note”) and a series of convertible notes with Access Bio, Inc. (“Access Bio Convertible Notes”). As of December 31, 2019, the loan receivable balance consisted of the Glycosyn Promissory Note. 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. Refer to Note 4 for additional details on loans receivable. The Company used a probability-weighted discounted cash flow valuation approach to determine the fair value of the Glycosyn Promissory Note. Using this approach, the present value of the expected future cash flows were calculated under four settlement scenarios and then were weighted based on the estimated probability of each scenario. The four settlement scenarios considered in the valuation were (i) a qualified financing which resulted in a 20% conversion discount, (ii) repayment upon change in control, (iii) a dissolution scenario and (iv) repayment in accordance with the terms of the note. The significant assumptions used in valuing the Glycosyn Promissory Note during the years ended December 31, 2020 and 2019 included the expected timing and probability of each scenario and the discount rate. For the year ended December 31, 2020, a discount rate of 15% was applied and the probability and timing of each scenario ranged from 10% to 40% and spanned 1 to 2.5 years, respectively. For the year ended December 31, 2019, a discount rate of 15% was applied and the probability and timing of each scenario ranged from 20% to 40% and spanned 1 to 3.5 years, respectively. The weighted average timing of the scenarios weighted based on the probability of each scenario for the years ended December 31, 2020 and 2019 was 1.2 years and 2.3 years, respectively. The Company used a Monte-Carlo simulation model to determine the fair value of the Access Bio Convertible Notes. The future stock price of Access Bio, Inc. (“Access Bio”) was simulated over the term of the note to assess the value of the settlement features which included (i) conversion into stock at a discount determined under a reset provision tied to the performance of Access Bio’s stock price and (ii) redemption at maturity. The significant assumptions used in determining the simulated future stock price included the expected timing of the conversion, which is assumed at maturity, and expected volatility. The significant assumptions used in determining the fair value of the Access Bio Convertible Notes under a redemption at maturity scenario was the discount rate and expected volatility. For the year ended December 31, 2020 the discount rate that was used to determine fair value of the Access Bio Convertible Notes under the maturity scenario was 32.8%. For the year ended December 31, 2020, the volatility rate used to determine the fair value of the Access Bio Convertible Notes was 83.1% and 88.5% which represented the volatility rate at the inception and as of December 31, 2020, respectively. The following table provides a reconciliation of all assets measured at fair value using Level 3 significant unobservable inputs (in thousands): Loans Receivable Balance as of December 31, 2018 $ 750 Issuance of loan receivable 4,994 Change in fair value (914 ) Balance as of December 31, 2019 $ 4,830 Purchase of loan receivable 10,000 Issuance of loans receivable 475 Proceeds from loans receivable (800 ) Change in fair value 1,061 Balance as of December 31, 2020 $ 15,566 |
Loans Receivable
Loans Receivable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Loans Receivable | 6. Loans Receivable Glycosyn Promissory Note In October 2018, the Company provided a revolving promissory note to Glycosyn which has been amended several times since inception. The Glycosyn Promissory Note is convertible at a discount, at the Company’s election, into equity securities of Glycosyn upon Glycosyn’s first issuance of equity securities, other than an underwritten public offering, from which Glycosyn receives gross proceeds of at least $10.0 million. In addition, Glycosyn is obligated to immediately repay the outstanding balance of the loan, plus accrued interest, upon a change in control event. In January 2021, the existing terms of the Glycosyn Promissory Note were amended to add an additional $0.2 million to the principal balance, extend the number of interest-only payments through June 30, 2021 and to increase the interest rate from 7.5% to 12.5% in the event of default by Glycosyn. In July 2021, the parties entered into an additional amendment to extend the number of interest-only payments through the end of 2021 and to accelerate the maturity date to December 31, 2021. In the event that Glycosyn were to execute a term sheet on or prior to December 31, 2021 with an investor or acquirer for a bona fide equity financing or change of control transaction that, upon its consummation, will provide Glycosyn with gross proceeds of at least $10 million, then the maturity date will instead be the earlier of the consummation date of such transaction or March 31, 2022. As of September 30, 2021 and December 31, 2020, the unpaid principal balance under the Glycosyn Promissory Note was $5.4 million and $5.3 million, respectively. The fair value of the Glycosyn Promissory Note was $3.7 million as of September 30, 2021, of which $3.7 million was included in prepaid expenses and other current assets, and $4.5 million as of December 31, 2020, of which $2.0 million was included in prepaid expenses and other current assets and the remaining amount within loans receivable, net of current portion on the Condensed Consolidated Balance Sheets. The loss on the change in fair value of $0.8 million for the three and nine months ended September 30, 2021 was recorded as a component of other (expense) income, net on the Condensed Consolidated Statements of Operations and Comprehensive Loss. The change in fair value for the three and nine months ended September 30, 2020 was immaterial. Access Bio Convertible Notes In November 2020, the Company entered into a convertible note subscription agreement with Access Bio, a supplier of the Company’s diagnostic test kits. The Access Bio Convertible Notes are due in November 2022 in the aggregate principal amount of $10.0 million plus a 2% rate of return compounded annually. The Access Bio Convertible Notes are convertible into a number of shares of common stock of Access Bio, a company listed on the Korea Stock Exchange, of up to $10.0 million based on a fixed foreign currency exchange rate and a conversion price subject to certain adjustments, including reset adjustments each quarter based on the trading price of Access Bio’s stock. The adjusted conversion price cannot be reduced to less than 70% of the initial conversion price and the reset adjustments cannot increase the effective conversion ratio. The Access Bio Convertible Notes are convertible at the Company’s election any time following the first anniversary of the issuance date of the notes and prior to the 30th day before the maturity date. Additionally, subject to certain provisions, the Company has the option to cause Access Bio to repurchase, or Access Bio has the option to repurchase, a portion of the outstanding balance under the notes (up to the entire balance in the case of the Company’s option) at a price to ensure a 2% rate of return compounded annually. As of September 30, 2021 and December 31, 2020, the fair value of the Access Bio Convertible Notes was $10.2 million and $10.7 million, respectively, which was recorded in loans receivable, net of current portion on the Condensed Consolidated Balance Sheets. The loss from the change in fair value of the Access Bio Convertible Notes during the three and nine months ended September 30, 2021 was $4.9 million and $0.5 million, respectively, and was recorded as a component of other (expense) income, net on the Condensed Consolidated Statements of Operations and Comprehensive Loss. | 4. Loans Receivable Glycosyn Promissory Note In October 2018, the Company provided a revolving promissory note to Glycosyn in connection with the Company’s entering into a Foundry Terms of Service Agreement with Glycosyn (Note 1 6 million for any purpose through December 31, 2019. The Glycosyn Promissory Note initially matured on the earlier of December 31, 2020, or the termination of the Foundry Terms of Service Agreement. Interest accrued on all outstanding amounts at a rate equal to the prime rate and all payments made on the Glycosyn Promissory Note were applied to accrued interest first. The Glycosyn Promissory Note is convertible at a discount, at the Company’s election, into equity securities of Glycosyn upon Glycosyn’s first issuance of equity securities, other than an underwritten public offering, from which Glycosyn receives gross proceeds of at least $10.0 million. In addition, Glycosyn is obligated to immediately repay the outstanding balance of the loan, plus accrued interest, upon a change in control event. In December 2019, the existing terms of the Glycosyn Promissory Note were amended to add an additional $2.7 million to the principal sum of the note upon Glycosyn exercising its option to terminate the Foundry Terms of Service Agreement (Note 1 6 During the year ended December 31, 2020, Glycosyn made principal and interest payments totaling $0.8 million against the Glycosyn Promissory Note. As of December 31, 2020, there was $5.4 million outstanding under the Glycosyn Promissory Note, of which $5.3 million represented the unpaid principal balance. The fair value of the Glycosyn Promissory Note was $4.5 million as of December 31, 2020, of which $2.0 million was included in prepaid expenses and other current assets with the remaining amount included in loans receivable, net of current portion on the Consolidated Balance Sheet. The gain on the change in fair value of $0.5 million for the year ended December 31, 2020 was recorded as a component of other income (expense), net on the Consolidated Statements of Operations and Comprehensive Loss. In January 2021, the Company entered into an amendment to the Glycosyn Promissory Note (Note 2 1 Access Bio Convertible Notes In November 2020, the Company entered into a convertible note subscription agreement with Access Bio, a supplier of the Company’s diagnostic test kits. The Access Bio Convertible Notes are due in November 2022 in the aggregate principal amount of $10.0 million plus a 2% rate of return compounded annually. The Access Bio Convertible Notes are convertible into a number of shares of common stock of Access Bio, a company listed on the Korea Stock Exchange, of up to $10.0 million based on a fixed foreign currency exchange rate and a conversion price subject to certain adjustments, including reset adjustments each quarter based on the trading price of Access Bio’s stock. The adjusted conversion price cannot be reduced to less than 70% of the initial conversion price as a result of the reset adjustments and the reset adjustments cannot increase the effective conversion ratio. The Access Bio Convertible Notes are convertible at the Company’s election any time following the first anniversary of the issuance date of the notes, but prior to the 30 th |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2020 2019 Prepaid expenses $ 10,854 $ 2,553 Prepaid inventory 6,536 — Loans receivable 2,268 1,106 Other current assets 1,441 5,301 Prepaid expenses and other current assets $ 21,099 $ 8,960 |
Inventory, net
Inventory, net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventory, net | 7. Inventory, net Inventory, net consisted of the following (in thousands): As of As of 2021 2020 Finished goods $ 2,532 $ 2,756 Raw materials 828 — Work in process 163 — Less: Inventory reserve (49 ) (20 ) Inventory, net $ 3,474 $ 2,736 | 6. Inventory, net Inventory, net consisted of the following (in thousands): As of December 31, 2020 2019 Finished goods $ 2,756 $ — Less: Inventory reserve (20 ) — Inventory, net $ 2,736 $ — |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | 8. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): As of As of 2021 2020 Facilities $ 12,762 $ 12,762 Furniture and fixtures 4,302 2,165 Lab equipment 106,213 51,072 Computer equipment and software 9,822 6,204 Leasehold improvements 52,941 40,435 Construction in progress 10,459 42,575 Vehicles 41 — Total property and equipment 196,540 155,213 Less: Accumulated depreciation (53,836 ) (33,778 ) Property and equipment, net $ 142,704 $ 121,435 | 7. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): As of December 31, 2020 2019 Facilities $ 12,762 $ 12,762 Furniture and fixtures 2,165 1,031 Lab equipment 51,072 38,093 Computer equipment and software 6,204 2,442 Leasehold improvements 40,435 29,369 Construction in progress 42,575 894 Total property and equipment 155,213 84,591 Less: Accumulated depreciation (33,778 ) (21,459 ) Property and equipment, net $ 121,435 $ 63,132 As of December 31, 2020 and 2019, capital leases totaling $3.3 million were included in lab equipment, with related accumulated depreciation of $2.4 million and $1.7 million, respectively. The increase in construction in progress during the year ended December 31, 2020 was primarily due to the build-out Depreciation expense related to property and equipment for the years ended December 31, 2020 and 2019 totaled $12.6 million and $9.6 million, respectively, inclusive of $0.7 million and $0.6 million, respectively, related to capital leases. |
Investments and Equity Method I
Investments and Equity Method Investments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Investments and Equity Method Investments | 9. Investments and Equity Method Investments The Company partners with other investors to form new ventures, including Joyn, Motif Foodworks, Inc. (“Motif”), Allonnia, LLC (“Allonnia”) and Arcaea LLC (“Arcaea”, FKA Kalo Ingredients LLC) (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 or its subsidiaries hold equity interests in these Platform Ventures and Structured Partnerships. The Company’s investments in Platform Ventures are accounted for under the equity method. The Company’s investments in Synlogic, a publicly traded company, are carried at fair value. As of September 30, 2021 and December 31, 2020, the Company held 6,340,771 shares of Synlogic common stock and warrants to purchase an aggregate of 2,548,117 shares of Synlogic common stock. Prior to the third quarter of 2021, the Company’s investment in Synlogic common stock was classified as an equity method investment and accounted for under the fair value option. Due to a decrease in the level of ownership, the investment no longer qualifies for the equity method and was reclassified from equity method investments to investments on the Condensed Consolidated Balance Sheets, and from loss on equity method investments to (loss) gain on investments on the Condensed Consolidated Statements of Operations and Comprehensive Loss for all periods presented. However, the Company continues to apply the fair value option to account for its investments in Synlogic. The Company’s non-marketable non-marketable Investments and equity method investments consisted of the following (in thousands): As of As of 2021 2020 Investments: Genomatica, Inc. preferred stock $ 55,000 $ 55,000 Synlogic, Inc. common stock 19,339 13,696 Synlogic, Inc. warrants 7,772 5,504 Cronos Group Inc. common stock 7,660 — Non-marketable 15,000 — Total $ 104,771 $ 74,200 Equity method investments (1) Joyn Bio, LLC $ 16,357 $ 28,924 Total $ 16,357 $ 28,924 (1) Equity method investments in Platform Ventures with a carrying value of zero as of September 30, 2021 and December 31, 2020 were excluded from the table. (Losses) gains on investments and equity method investments consisted of the following (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Loss) gain on investments: Synlogic, Inc. common stock $ (5,327 ) $ (64 ) $ 5,642 $ (3,551 ) Synlogic, Inc. warrants (2,140 ) (26 ) 2,268 (1,427 ) Cronos Group Inc. (4,901 ) — (4,901 ) — Total $ (12,368 ) $ (90 ) $ 3,009 $ (4,978 ) Loss on equity method investments: Joyn Bio, LLC $ (4,192 ) $ (237 ) $ (12,567 ) $ (2,151 ) Allonnia, LLC — — (12,698 ) — Arcaea LLC (35,459 ) — (47,356 ) — Total $ (39,651 ) $ (237 ) $ (72,621 ) $ (2,151 ) In addition, the Company must determine which of its equity method investments, if any, is considered a “significant subsidiary” pursuant to SEC Rule 10-01(b)(1) S-X Revenue $ — Total operating expenses $ (3,596 ) Loss from operations $ (3,596 ) Net loss $ (3,551 ) (1) Arcaea was founded in 2021, therefore, prior year comparative periods are not applicable. Refer to Notes 10 and 17 for additional details on the Company’s investments and equity method investments. | 8. Investments and Equity Method Investments Investments and equity method investments consisted of the following (in thousands): As of December 31, 2020 2019 Investments: Genomatica, Inc. preferred stock $ 55,000 $ 55,000 Synlogic, Inc. warrant 5,504 6,574 Total $ 60,504 $ 61,574 Equity method investments: Joyn Bio, LLC $ 28,924 $ 29,320 Synlogic, Inc. 13,696 16,359 Total $ 42,620 $ 45,679 The carrying value of the Company’s equity method investments in Motif Foodworks, Inc. (“Motif”) and Allonnia, LLC (“Allonnia”) as of December 31, 2020 and 2019 was zero and as such, were excluded from the table above. Loss on investments and equity method investments consisted of the following (in thousands): Year Ended December 31, 2020 2019 Loss on investments: Synlogic, Inc. warrant $ (1,070 ) $ (7,797 ) Total $ (1,070 ) $ (7,797 ) Loss on equity method investments: Joyn Bio, LLC $ (396 ) $ (1,730 ) Glycosyn, LLC — (1,323 ) Synlogic, Inc. (2,663 ) (19,403 ) Allonnia, LLC — (24,480 ) Total $ (3,059 ) $ (46,936 ) The combined summarized financial information for the Company’s equity method investments, which includes Joyn, Synlogic, Inc. (“Synlogic”), Motif, Allonnia and Glycosyn consisted of the following (in thousands): As of December 31, 2020 2019 Assets $ 319,311 $ 397,280 Liabilities $ 42,441 $ 39,832 Year Ended December 31, 2020 2019 Revenue $ 545 $ 3,579 Total operating expenses $ (125,742 ) $ (134,444 ) Loss from operations $ (125,197 ) $ (130,865 ) Net loss $ (123,480 ) $ (125,290 ) The summarized financial information for Glycosyn as of and for the year ended December 31, 2020 and as of December 31, 2019 has been excluded from the tables above as the Company no longer held an equity interest in Glycosyn as of December 31, 2019. Refer to Note 1 6 |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2021 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entities | 10. Variable Interest Entities Consolidated Variable Interest Entities 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. These conclusions were reached considering that: (i) the Company controls 100% of the board of directors of Cooksonia and (ii) the Company holds a controlling financial interest in Cooksonia. Due to the fact that the Company is the primary beneficiary of Cooksonia, the Company has consolidated the financial statements of Cooksonia in accordance with ASC 810, Consolidation non-controlling non-controlling The sole asset held by Cooksonia as of September 30, 2021 and December 31, 2020 was its equity method investment in Joyn, which was included in the Company’s Condensed Consolidated Balance Sheets as of each period end. The balance of Cooksonia’s equity method investment in Joyn as of September 30, 2021 and December 31, 2020 was $16.4 million and $28.9 million, respectively. No liabilities were held by Cooksonia as of September 30, 2021 and December 31, 2020. The net loss incurred by Cooksonia was $4.2 million and $0.2 million for the three months ended September 30, 2021 and 2020, respectively, and $12.6 million and $2.2 million for the nine months ended September 30, 2021 and 2020, respectively, which was comprised solely of the loss from its equity method investment in Joyn and was included in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss for the respective periods. The net loss incurred by Cooksonia attributable to the non-controlling The Company holds an interest in 9,000,000 common units (representing 100% of common units at inception) of Ayana Bio, LLC (“Ayana”), which was formed in September 2021 to focus on harnessing bioactive compounds for use as complementary medicine to support human health and wellness. The Company has also provided Ayana 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. Additionally, in September 2021, Ayana entered into a Series A Preferred Unit Purchase Agreement under which it sold 9,000,000 Series A preferred units to certain of the Company’s investors for aggregate proceeds of approximately $30.0 million. The Company holds an interest in 9,000,000 common units (representing 100% of common units at inception) of Verb Biotics, LLC (“Verb”), which was formed in September 2021 to focus on identifying and designing new strains of probiotic bacteria with advanced properties for human nutrition, health and wellness. The Company has also provided 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. Additionally, in September 2021, Verb entered into a Series A Preferred Unit Purchase Agreement under which it sold 9,000,000 Series A preferred units to certain of the Company’s investors for aggregate proceeds of approximately $30.0 million. The Company concluded that it holds a variable interest in and is the primary beneficiary of Ayana and Verb as it controls the most significant activities of these entities. These conclusions are supported by the fact that as of the primary beneficiary assessment date, for both Verb and Ayana: (i) the Company has substantive control of the board of directors; (ii) all capital contributions were made by related parties of New Ginkgo; and (iii) New Ginkgo or its related parties comprise the entirety of the Joint Steering Committee, the governing body which holds significant oversight with respect to the entities’ research and development programs. Due to the fact that the Company is the primary beneficiary of Ayana and Verb, the Company has consolidated the financial statements of these entities into its condensed consolidated financial statements and has recognized a non-controlling non-controlling The sole asset held by Ayana and Verb was the cash proceeds raised from the Series A Preferred stock financing of $60.0 million in total for both entities which remained unchanged at September 30, 2021 due to the limited operations of these entities from inception through September 30, 2021. These cash balances can only be used to settle the obligations of the respective variable interest entity (“VIEs”). There were no significant liabilities recognized and no significant income or loss from operations during the period ended September 30, 2021. Unconsolidated Variable Interest Entities With respect to the Company’s investments in Motif, Allonnia, Genomatica and Arcaea, the Company has concluded these entities represent VIEs. However, although the Company holds board representation and is involved in the ongoing development activities of the entities via its participation on joint steering committees, the Company has concluded that it is not the primary beneficiary of these entities. This conclusion is supported by the fact that: (i) it does not control the board of directors of any of Motif, Allonnia, Genomatica or Arcaea, 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 Motif, Allonnia, Genomatica and Arcaea hold certain rights that require their consent prior to the taking of certain actions, which include certain significant operating and financing decisions, and (iii) the Company’s representation on the joint steering committee of each respective entity does not give it control over the development activities of any of Motif, Allonnia, Genomatica or Arcaea, as all votes must pass 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 Motif, Allonnia, Genomatica and Arcaea 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 Motif, Allonnia, Genomatica or Arcaea. 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 that Cooksonia is not the primary beneficiary of Joyn. Additionally, the Company holds equity interests in certain privately-held companies that are not consolidated as the Company is not the primary beneficiary. As of September 30, 2021 and December 31, 2020, 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 9 and 17 for additional details on the Company’s investments and equity method investments. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Intangible Assets, net | 11. Goodwill and Intangible Assets, net Goodwill consisted of the following (in thousands): Balances as of December 31, 2020 $ 1,857 Goodwill acquired in Dutch DNA acquisition 15,177 Currency translation adjustment (374 ) Balances as of September 30, 2021 $ 16,660 Intangible assets, net consisted of the following (in thousands): Weighted Gross Accumulated Net Balances as of September 30, 2021 Acquired developed technology 13.5 $ 25,509 $ (2,941 ) $ 22,568 Balances as of December 31, 2020 Acquired developed technology 6.0 $ 5,490 $ (2,196 ) $ 3,294 Amortization expense was $0.4 million and $0.1 million for the three months ended September 30, 2021 and 2020, respectively, and $0.7 million and $0.4 million for the nine months ended September 30, 2021 and 2020, respectively. Future amortization expense will be $0.4 million for the remainder of 2021 and $1.8 million per year thereafter over the remaining estimated useful life of the intangible assets. | 9. Goodwill and Intangible Assets, net During the years ended December 31, 2020 and 2019, there was no change in the carrying value of goodwill. Intangible assets, net consisted of the following (in thousands): Gross Accumulated Net Balances as of December 31, 2020 Acquired technology $ 5,490 $ (2,196 ) $ 3,294 Balances as of December 31, 2019 Acquired technology $ 5,490 $ (1,647 ) $ 3,843 Acquired technology had a weighted average remaining amortization period of 6 and 7 years as of December 31, 2020 and 2019, respectively. Amortization expense was $0.5 million for each of the years ended December 31, 2020 and 2019. Future amortization expense for each of the remaining years in the useful life of the intangible assets will be $0.5 million per year. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2020 2019 Accrued compensation and benefits $ 3,037 $ 4,864 Accrued professional fees 6,381 4,398 Accrued financing costs — 3,380 Capital lease obligation 485 598 Accrued property and equipment 10,017 597 Accrued lab supplies 4,276 535 Accrued external research and development expenses 3,907 423 Other current liabilities 2,402 1,021 Accrued expenses and other current liabilities $ 30,505 $ 15,816 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 12. Commitments and Contingencies The Company is party to a number of agreements with certain collaborators and suppliers that require the Company to meet minimum purchase obligations over the term of such agreements. During the nine months ended September 30, 2021, there were no material changes to the Company’s obligations under these agreements. For a description of the arrangements and the related accounting conclusions, refer to Note 11 to the audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s prospectus on Form 424(b)(3) as filed with the SEC on September 17, 2021. Lease Obligations In April 2021, the Company entered into a lease consisting of approximately 152,000 square feet of office and laboratory space being developed in Boston, Massachusetts. The lease commencement date is estimated to be June 1, 2024, subject to certain extensions, and expires on the fifteenth anniversary of the lease commencement date. In September 2021, the Company exercised its expansion option to include the entire rentable area of the building of approximately 262,000 square feet. Annual base rent for the first lease year will be approximately $16.8 million, subject to annual rent increases over the lease term. The lease includes one option to extend the lease for ten years at then-market rates, subject to certain adjustments, and will be secured by a letter of credit of an estimated $14.7 million. On September 6, 2021, the Company entered into an amendment to its operating lease at 27 Drydock Avenue in Boston, Massachusetts under which the Company will lease an additional 47,957 square feet of space and extend the term of the lease by six years from January 2030 to January 2036. The Company anticipates occupying approximately 29,552 square feet of additional space in 2021 and the remainder in 2023. The minimum monthly rent for the expansion premises will be $0.2 million starting in 2021 and $0.1 million starting in 2023, increasing by 3% annually. The minimum monthly rent for the existing premises during the extended term will be $1.1 million, increasing by 3% annually. The Company’s letter of credit will increase by $1.0 million. The Company will continue to have an option to extend the term of the lease beyond the extended term for an additional five-year term. Indemnification Agreements The Company enters into standard indemnification agreements and has agreements with indemnification clauses in the ordinary course of business. Under such arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, who are generally the Company’s business partners. The terms of these indemnification arrangements are generally perpetual and effective any time after contract execution. The maximum potential liability resulting from these indemnification arrangements may be unlimited. The Company has never incurred costs to defend lawsuits or settle claims as a result of such indemnifications and the Company is not aware of any indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations as of September 30, 2021. Legal Proceedings The Company currently does not believe it is party to any legal proceedings where the potential loss amount is material. As of each reporting date, the Company evaluates whether or not a potential loss amount or range of loss amounts is reasonably estimable and probable of being incurred and whether such amounts meet the requirements to be accrued or disclosed pursuant to ASC 450, Contingencies Registration Rights In connection with the closing of the Business Combination, the Company entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”) among the Company, SRNG and certain Old Ginkgo stockholders. Pursuant to the Registration Rights Agreement, the Company will be required to register for resale securities held by the stockholders. The Company will have no obligation to facilitate more than two demands per calendar year for each of the SRNG or the Ginkgo Holders (as defined in the Registration Rights Agreement) that the Company register such stockholders’ securities. In addition, the holders have certain “piggyback” registration rights with respect to registrations initiated by the Company. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement. | 11. Commitments and Contingencies Lease Obligations The Company has entered into various noncancelable operating leases for office and lab space in Boston and Cambridge, Massachusetts and Emeryville, California to support its research and development activities and operations which expire at various dates through September 2030. The Company’s Emeryville, California lease commenced in January 2021. The leases contain periods of free rent, escalating rent, tenant improvement incentives, renewal periods, and expansion options for additional suites. The Company recognizes rent expense on a straight-line basis over the term of each respective lease, inclusive of the free rent periods and reduced by the amortization of the tenant incentives. The Company’s headquarters and primary operations are located in Boston, Massachusetts and are comprised of a number of leases across 21, 23, 25 and 27 Drydock Avenue, which represent the Company’s most significant lease arrangements. The following summarizes the key terms of such leases: 21-23-25 In March 2016, the Company entered into a noncancelable operating lease for approximately 87,000 square feet of office and lab space. The lease is comprised of five separate suites, the first of which was delivered to the Company in April 2016. The Company currently occupies three suites totaling approximately 52,000 square feet and the Company anticipates occupying the remaining suites in 2021 and 2022. The lease contains periods of free rent for each suite and tenant improvement incentives totaling $5.3 million. Base rent is subject to annual increases through the term of the lease. The lease expires in January 2030 and contains one option to extend the lease for a five-year period at then-market rates. The lease is secured by a letter of credit which totaled $1.4 million and $1.7 million as of December 31, 2020 and 2019, respectively. The cash collateralizing the letter of credit is classified in other non-current At the time the Company took possession of the first three suites, the premises were in shell condition and required substantial work prior to occupancy. The Company was deemed the accounting owner during the construction period as the improvements constituted structural elements of the project. Accordingly, the Company capitalized the fair value of the leased space upon delivery from the landlord and recorded a corresponding lease financing obligation. The Company also capitalized the construction costs, leasehold improvements, and interest incurred during the construction period. Construction was complete, and the assets were placed in service, for the first three suites in September 2016, December 2017, and January 2019, respectively. Upon completion of the construction, the Company evaluated the lease and determined it did not meet the criteria for sale-leaseback treatment. Accordingly, the Company depreciates the capitalized assets and recognizes interest expense related to the lease financing obligation using the effective interest rate method over the lease term. For the years ended December 31, 2020 and 2019, the Company recognized $0.4 million of depreciation expense and $2.3 million of interest expense related to the lease. During the year ended December 31, 2019, the Company recorded leased assets of $3.1 million and tenant improvements of $6.0 million related to assets placed in service during the period. No leased assets were placed in service during the year ended December 31, 2020. As of December 31, 2020 and 2019, the aggregate lease financing obligation for the capitalized suites totaled $16.8 million. 27 Drydock Avenue Beginning in December 2011, the Company entered into a series of noncancelable operating leases with the same landlord for an aggregate of approximately 130,000 square feet of office and lab space. The Company anticipates occupying approximately 9,000 additional square feet in 2022. The leases contain periods of free rent and provides for aggregate tenant improvement allowances of $13.4 million. As of December 31, 2020 and 2019, the aggregate unamortized balance of tenant improvement allowances under the leases was $8.1 million and $8.9 million, respectively. Base rent for each lease is subject to annual increases through the respective term of the leases. The leases expire in January 2030 and each contain one option to extend the leases for a five-year period at then-market rates. The leases are secured by a letter of credit which totaled $1.6 million and $1.5 million as of December 31, 2020 and 2019, respectively. The cash collateralizing the letter of credit is classified in other non-current Balance Sheets. The Company subleases a portion of its office and laboratory space to Joyn and Motif. The Company is not relieved of its obligations under the head lease and, therefore, accounts for the arrangements as subleases. The sublease with Joyn runs coterminous with the Foundry Services Agreement (Note 16) and the sublease with Motif has a five-year term that commenced in November 2020. The sublessees are obligated to pay to the Company base rent plus operating expenses. The Company collects approximately $0.2 million and $0.7 million per year under the subleases with Joyn and Motif, respectively, and presents sublease income as a component of other income (expense), net on the Consolidated Statements of Operations and Comprehensive Loss. The Company recognized rent expense of $7.0 million and $6.1 million for the years ended December 31, 2020 and 2019, respectively, of which $0.3 million was incurred during the year ended December 31, 2020 under leases in which the Company was a sublessee. The Company incurred no rent expense as a sublessee during the year ended December 31, 2019. Future minimum lease payments under noncancelable operating lease agreements, inclusive of payments for the lease financing obligations, as of December 31, 2020 are as follows (in thousands): Years Ending December 31, Minimum Lease Payments 2021 $ 16,688 2022 19,089 2023 21,205 2024 21,962 2025 22,497 Thereafter 79,647 Total $ 181,088 The Company enters into certain capital leases for lab equipment used in research and development activities. Lease terms range from three Years Ending December 31, Minimum Lease Payments 2021 $ 500 2022 238 2023 102 2024 — 2025 — Thereafter — Total noncancelable payments $ 840 Less: Imputed interest expense (43 ) Present value of future minimum lease payments $ 797 Collaboration Agreement with Berkeley Lights, Inc. In September 2019, the Company signed a collaboration agreement with Berkeley Lights, Inc. (“Berkeley Lights”), a leading digital cell biology company focused on enabling and accelerating the rapid development and commercialization of microbial biotherapeutics and other cell-based products for its customers. Under the collaboration agreement, the Company has agreed to incorporate Berkeley Lights’ Platform into the Foundry to accelerate the engineering of biotherapeutics and cell-based products. Under the collaboration agreement, both parties will use diligent efforts to perform their respective responsibilities to develop workflow development plans, including with respect to the Company’s collaborative development of workflows for Berkeley Lights’ Platform. The initial development of workflows will be focused on yeast and mammalian cells. Additionally, the Company is obligated to pay Berkeley Lights at least $109.0 million, and up to $150.0 million, over the term of the collaboration agreement for (i) payments for Berkeley Lights’ efforts under the workflow development plans and (ii) payments for purchases of certain equipment, associated consumables, and other goods and services. Minimum purchase commitments for contract years one and two, which represents an 18-month period, are binding commitments that must be met each year. For contract years three through seven, the minimum purchase commitments are binding commitments, however the minimum purchase commitment is measured on a cumulative basis. Therefore, any amounts paid by the Company in excess of the given contract year’s purchase commitment may be credited towards subsequent years’ minimum purchase commitment until such excess amount has been fully credited against the minimum cumulative purchase commitment. Minimum purchase commitments under the collaboration agreement are as follows (in thousands): Contract Years Minimum Purchase Commitment October 1, 2019 - September 30, 2020 $ 10,000 October 1, 2020 - March 31, 2022 15,000 April 1, 2022 - March 31, 2023 14,000 April 1, 2023 - March 31, 2024 17,500 April 1, 2024 - March 31, 2025 17,500 Thereafter 35,000 Total $ 109,000 The collaboration agreement contains provisions requiring the Company to pay to Berkeley Lights certain license fees for the use of Berkeley Lights’ Platform and certain milestone payments of up to $11.5 million payable when a therapeutic discovered using certain workflows reaches specified development and regulatory milestones. License fees owed to Berkeley Lights are variable based on volume usage of Berkeley Lights’ Platform. All such license fees and milestone payments are applied against the satisfaction of the minimum purchase commitment. Further, if Berkeley Lights achieves certain performance targets, the minimum purchase commitment will increase to $150.0 million. The Company has the option to buy down its purchasing obligations after the second contract year by making a one-time one-time development expenses. The collaboration agreement will continue until the seventh anniversary of the effective date, subject to certain automatic extension provisions, including for delays resulting from a Berkeley Lights failure to supply products or services conforming with the collaboration agreement. The collaboration will automatically terminate if the Company, at any time after the second contract year, elects to exercise its buy down right. In addition, either party may terminate the collaboration agreement (i) for the material breach by the other party (including, with respect to the Company, a material supply failure), (ii) upon the occurrence of certain insolvency related events of the other party, and (iii) for certain force majeure events. The Company made an upfront payment of $10.0 million, which was fully creditable against certain other payments owed to Berkeley Lights during the term of the collaboration agreement. As of December 31, 2019, $5.2 million of the upfront payment remained in prepaid expenses and other current assets on the Consolidated Balance Sheet and during the year ended December 31, 2020, the Company utilized the remaining portion of the upfront payment. During the years ended December 31, 2020 and 2019, the Company purchased lab equipment from Berkeley Lights totaling $2.0 million and $4.0 million, respectively. Such lab equipment is included in property and equipment, net on the Consolidated Balance Sheets. During the years ended December 31, 2020 and 2019 the Company recorded expense related to services received from Berkeley Lights totaling $7.7 million and $0.8 million, respectively, net of buy downs. Expenses incurred under the collaboration agreement are recorded as research and development expenses, net of Berkeley Lights’ buy down payments, in the Consolidated Statements of Operations and Comprehensive Loss. During the year ended December 31, 2020, Berkeley Lights exercised their option to buy down two workflows for total consideration of $1.7 million. Through December 31, 2020, the Company purchased a total of $14.5 million of equipment, services, and consumables under the collaboration agreement with Berkeley Lights. Supply Agreement with Twist Bioscience Corporation In March 2018, the Company signed a supply agreement with Twist Bioscience Corporation (“Twist”) to provide synthetic DNA and certain other services. Under the supply agreement, the Company is obligated to purchase specified volumes of synthetic DNA subject to quarterly minimums over the term of the agreement. The products purchased that contribute to achieving the quarterly minimum purchase commitment can vary based on the Company’s discretion, subject to advanced notice provided to Twist. The term of the supply agreement is four years. The Company’s quarterly minimum purchase commitment may be adjusted for the following reasons: (i) due to a lack of availability of certain products for purchase in a given quarter; (ii) due to lack of certain service features available; (iii) delays in shipments over two consecutive quarters beyond the agreed upon lead times; and (iv) if the average yield of certain products measured over two consecutive quarters is greater than a specified yield. The Company receives volume discounts on purchases based on specified volume thresholds over the term of the supply agreement. Additionally, the Company receives a discount on each order of certain products, dependent upon the volume of certain other products it purchases in a given order. If, at each six-month During the years ended December 31, 2020 and 2019, the Company incurred $10.4 million and $8.3 million, respectively, of research and development expenses under its supply agreement with Twist. Purchase Orders The Company has agreements with third parties for certain services for which the Company is not contractually able to terminate for convenience to avoid future obligations to the respective vendors. Such agreements may provide for termination fees, penalties, or costs to wind-down the arrangement. Under such agreements, the Company is contractually obligated to make payments, primarily to reimburse the vendor for their expenditures that are not recoverable and incurred prior to any cancellation of the respective agreement. The actual amounts the Company could pay in the future to these vendors under the various agreements may differ from the amounts under the purchase orders due to these cancellation provisions. Indemnification Agreements The Company enters into standard indemnification agreements and has agreements with indemnification clauses in the ordinary course of business. Under such arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, who are generally the Company’s business partners. The terms of these indemnification arrangements are generally perpetual and effective any time after contract execution. The maximum potential liability resulting from these indemnification arrangements may be unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification arrangements and the Company does not believe that the outcome of any claims under such arrangements will have a material effect on its financial position, results of operations or cash flows, and have not accrued any liabilities related to such obligations as of December 31, 2020 or 2019. Legal Proceedings The Company is not currently party to any material legal proceedings. As of each reporting date, the Company evaluates whether or not a potential loss amount or range of loss amounts is reasonably estimable and probable of being incurred and whether such amounts meet the requirements to be accrued or disclosed pursuant to ASC 450, Contingencies |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | 12. Convertible Promissory Notes In June 2019, the Company entered into a Note Purchase Agreement (“NPA”) with certain existing investors. In connection with the NPA, the Company issued convertible promissory notes (“Convertible Promissory Notes”) resulting in aggregate proceeds of $199.0 million, net of issuance costs of $1.0 million. The Convertible Promissory Notes carried interest at the rate of 3% per annum and had a maturity date of June 21, 2021. Pursuant to the NPA, all of the outstanding principal and interest under the Convertible Promissory Notes were to be automatically converted into (i) preferred stock issued in connection with the Company’s next financing that resulted in at least $50.0 million of gross proceeds (“NPA Qualified Financing”) at a 5% discount, (ii) common stock issued in connection with the filing of an effective registration statement pursuant to an initial public offering, or (iii) cash equal to the greater of (x) one and a half times the outstanding principal and interest accrued immediately prior to a sale or change in control event (as defined in the NPA) in which the Company or one of its subsidiaries was a party, or (y) the amount each investor would have received if the outstanding principal and accrued interest had been converted into Series D convertible preferred stock immediately prior to such sale or change in control event. On the maturity date, the Convertible Promissory Notes were to be automatically converted into shares of Series D convertible preferred stock, at a predetermined conversion rate, which was less than the fair value of Series D convertible preferred stock at the date of issuance of the Convertible Promissory Notes. The Company determined that at the Convertible Promissory Notes’ commitment date, this conversion feature was beneficial to the investors and, as such, calculated and recorded a beneficial conversion feature (“BCF”). The intrinsic value of the BCF, which was calculated utilizing the fair value of the underlying Series D convertible preferred stock and effective conversion price on the commitment date, was $199.0 million and was recorded as a debt discount with an offset to additional paid in capital. The debt discount was amortized to interest expense using the effective interest method through the maturity date of the Convertible Promissory Notes. For the year ended December 31, 2019, the Company recorded interest expense of $0.1 million in the Consolidated Statements of Operations and Comprehensive Loss related to the amortization of the debt discount. The Company’s Series E convertible preferred stock issuance in September 2019 met the criteria of an NPA Qualified Financing. Accordingly, the Convertible Promissory Notes were converted into Series E convertible preferred stock. In connection with the NPA Qualified Financing and the associated conversion, the Company was required to account for the repurchase of the BCF. The total repurchase price associated with the reacquisition of the BCF in connection with the settlement of the Convertible Promissory Notes was the issuance of 69,151,117 shares of Series E convertible preferred stock valued at $211.6 million. The intrinsic value of the BCF upon the NPA Qualified Financing was measured based on the intrinsic value of the conversion option at the settlement date which was in excess of the repurchase price. Therefore, the entire $211.6 million was allocated to the reacquisition of the BCF which was recorded as a reduction to additional paid in capital. As a result of the extinguishment of the Convertible Promissory Notes, the Company recorded a gain of $0.1 million that is reflected in other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2019. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity | 13. Stockholders’ Equity The Condensed Consolidated Statement of Stockholders’ Equity has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse recapitalization as described in Note 3. Preferred Stock The Company is authorized to issue 200,000,000 shares of preferred stock with a par value $0.0001 per share. The Company’s board of directors are authorized, without stockholder approval, to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, voting, and other rights, preferences and privileges of the shares. There were no issued and outstanding shares of preferred stock as of September 30, 2021. Upon closing of the Business Combination, all Series B, C, D, and E convertible preferred stock issued and outstanding prior to September 16, 2021 were converted and exchanged for Class A common stock of the Company pursuant to the Exchange Ratio established in the Merger Agreement. All fractional shares were rounded down. Common Stock The Company is authorized to issue 15,800,000,000 shares of common stock, including 10,500,000,000 shares of Class A common stock, par value $0.0001 per share, 4,500,000,000 shares of Class B common stock, par value $0.0001 per share, and 800,000,000 shares of Class C common stock, par value $0.0001 per share. Voting Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Holders of Class C common stock are not entitled to vote except as otherwise expressly provided in the certificate of incorporation or required by applicable law. Dividends Common stockholders are entitled to receive dividends, as may be declared by the board of directors. Different classes of common stock are legally entitled to equal per share distributions whether through dividends or liquidation. No dividends have been declared to date. Conversion Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Generally, shares of Class B common stock will convert automatically into Class A common stock upon the holder ceasing to be an Eligible Holder (i.e., director, employee, trust or legal entity of New Ginkgo), unless otherwise determined by affirmative vote of a majority of independent directors of New Ginkgo. Common Stock Reserved for Future Issuances The Company had the following shares of common stock reserved for future issuances: September 30, Stock options issued and outstanding 29,199,113 Restricted stock units outstanding 254,254,142 Shares available for grant under the 2021 Plan 200,386,956 Shares available for grant under the ESPP 20,000,000 Warrants to purchase Class A common stock 51,824,925 New Ginkgo Earn-out 188,865,133 Total common stock reserved for future issuances 744,530,269 | 13. Stockholders’ Equity The Consolidated Statement of Stockholders’ Equity has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse recapitalization as described in Note 1. Preferred Stock Following the closing of the Business Combination, the Company is authorized to issue Common Stock Following the closing of the Business Combination, the Company is authorized to issue Voting Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Holders of Class C common stock are not entitled to vote except as otherwise expressly provided in the certificate of incorporation or required by applicable law. Dividends Common stockholders are entitled to receive dividends, as may be declared by the board of directors. Different classes of common stock are legally entitled to equal per share distributions whether through dividends or liquidation. No dividends have been declared to date. Conversion Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Generally, shares of Class B common stock will convert automatically into Class A common stock upon the holder ceasing to be an Eligible Holder (i.e., director, employee, trust or legal entity of Ginkgo), unless otherwise determined by affirmative vote of a majority of independent directors of Ginkgo. Treasury Stock During the year ended December 31, 2019, the Company repurchased 490,805 shares of common stock from its employees. The Company reclassified the shares as treasury stock, which is shown as a reduction of stockholders’ equity, for the fair value of the common stock repurchased and recorded payroll expense of $0.1 million equal to the difference between the repurchase price and the fair value of the common stock on the repurchase date. Upon the repurchase, the Company returned all shares of treasury stock to authorized and unissued shares of common stock in which the carrying value of the treasury stock was recorded as a reduction to common stock and additional paid-in Common Stock Reserved for Future Issuances As of December 31, 2020 2019 Shares reserved for warrants to purchase common stock 1,020,187 1,020,187 Shares reserved for exercises of outstanding stock options under the 2008 Stock Incentive Plan 33,354,871 35,276,812 Shares reserved for vesting of restricted stock units under the 2014 Stock Incentive Plan 124,932,207 70,119,944 Shares reserved for issuances under the 2014 Stock Incentive Plan 4,783,479 18,122,760 Total common stock reserved for future issuances 164,090,744 124,539,703 |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Warrants [Abstract] | |
Warrant Liabilities | 14. 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”) held by the Sponsor. Both the Public Warrants and the Private Placement Warrants were issued in conjunction with the consummation of SRNG’s initial public offering on February 26, 2021. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The warrants will expire five years from the completion of the Business Combination, or earlier upon redemption or liquidation. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the shares of common stock issuable upon exercise of the Public Warrants. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. The Private Placement Warrants are identical to the Public Warrants, except that (i) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable As of September 30, 2021, the aggregate values of the Public Warrants and the Private Placement Warrants was $117.0 million and $96.0 million, respectively, representing warrants outstanding to purchase 34.5 million shares and 17.3 million shares, respectively, of the Company’s Class A common stock. The warrants are accounted for as liabilities in accordance with ASC 815-40 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 15. Stock-Based Compensation 2008 Stock Incentive Plan The 2008 Stock Incentive Plan (the “2008 Plan”) provided for the Company to grant options and restricted stock awards (“RSAs”). From and after the effective date of the 2014 Stock Incentive Plan, the Company ceased granting awards under the 2008 Plan. However, the 2008 Plan continues to govern the terms and conditions of the outstanding awards previously granted thereunder. Shares of common stock underlying any awards that are forfeited, cancelled, repurchased, or otherwise terminated by the Company under the 2008 Plan will be added back to the shares available for issuance under the 2021 Incentive Award Plan. 2014 Stock Incentive Plan The 2014 Stock Incentive Plan (the “2014 Plan”) provided for the Company to grant options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and other stock-based awards. From and after the effective date of the 2021 Incentive Award Plan, the Company ceased granting awards under the 2014 Plan. However, the 2014 Plan continues to govern the terms and conditions of the outstanding awards previously granted thereunder. Shares of common stock underlying any awards that are forfeited, cancelled, repurchased, or otherwise terminated by the Company under the 2014 Plan will be added back to the shares available for issuance under the 2021 Incentive Award Plan. 2021 Incentive Award Plan On September 16, 2021, the 2021 Incentive Award Plan (the “2021 Plan”) became effective. The 2021 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options, stock appreciation rights, restricted stock, dividend equivalents, RSUs and other stock or cash-based awards to employees, consultants and directors of New Ginkgo and its subsidiaries. The aggregate number of shares of common stock available for issuance under the 2021 Plan, which may be issued as Class A common stock and/or Class B common stock, was initially 200,440,957 shares. As of September 30, 2021, 200,386,956 shares remain available for future issuance under the 2021 Plan. The number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase for ten years on January 1 of each year, starting on January 1, 2022, in an amount equal to the lesser of (a) 4.0% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board. The maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan will be 200,000,000 shares. 2021 Employee Stock Purchase Plan On September 16, 2021, the 2021 Employee Stock Purchase Plan (the “ESPP”) became effective. The ESPP authorizes (i) the grant of options that are intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Internal Revenue Code of 1986 (the “Section 423 Component”) and (ii) the grant of options that are not intended to be tax-qualified “Non-Section The ESPP permits the Company to deliver up to 20,000,000 shares of common stock pursuant to awards issued under the ESPP, which may be Class A common stock and/or Class B common stock. The number of shares of common stock reserved for issuance under the ESPP will automatically increase each January 1, beginning on January 1, 2022, by an amount equal to the lesser of (a) 1% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board, provided that no more than 100,000,000 shares may be issued under the Section 423 Component. Prior to or in connection with issuing any shares of common stock under the ESPP, the ESPP administrator may convert awards covering shares of Class B common stock to Class A common stock. As of September 30, 2021, no awards have been granted under the ESPP. Stock Options During the nine months ended September 30, 2021, the Company granted options with an aggregate fair value of $14.9 million. No stock options were granted during the nine months ended September 30, 2020. A summary of stock option activity for the nine months ended September 30, 2021 is presented below: Number Weighted Weighted Aggregate (1) (in years) (in thousands) Outstanding as of December 31, 2020 33,354,871 $ 0.02 3.20 $ 386,017 Granted 1,664,251 0.50 Exercised (4,225,189 ) 0.01 Forfeited (1,594,820 ) 0.02 Outstanding as of September 30, 2021 29,199,113 0.04 2.43 337,104 Exercisable as of September 30, 2021 29,129,682 $ 0.02 2.41 $ 337,092 (1) The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the common stock for those stock options that had exercise prices lower than the estimated fair value of the common stock as of September 30, 2021 and December 31, 2020. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2021 and 2020 was $48.9 million and $15.1 million, respectively. The weighted-average fair value of options granted during the nine months ended September 30, 2021 was $8.97 per share and was calculated using the following estimated assumptions: Nine Months Risk-free interest rate 0.11 % Expected dividend yield 0 % Expected volatility 88.6 % Expected term 0.96 Restricted Stock Units Under the 2014 Plan, RSUs granted to employees are subject to two vesting conditions: (i) a service-based vesting condition under which the awards vest based on continued service over a period of time, and (ii) a performance-based vesting condition whereby the awards vest based on a liquidity event in the form of either a change of control or an initial public offering, each as defined in the 2014 plan. Under the 2021 Plan, RSUs granted to employees are subject to a service-based vesting condition only. A summary of the RSU activity during the nine months ended September 30, 2021 is presented below: Number of Weighted Nonvested as of December 31, 2020 124,932,207 $ 1.74 Granted 132,512,654 8.78 Forfeited (3,190,719 ) 3.97 Nonvested as of September 30, 2021 254,254,142 $ 5.38 The weighted average remaining contractual term for the nonvested RSUs as of September 30, 2021 was 5.62 years. The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2021 and 2020 was $8.78 and $2.68 per share, respectively. Restricted Stock Awards A summary of the RSA activity during the nine months ended September 30, 2021 is presented below: Number of Weighted Nonvested as of December 31, 2020 419,049 $ 1.99 Vested (177,295 ) 1.99 Nonvested as of September 30, 2021 241,754 $ 1.99 The aggregate fair value of the RSAs that vested during the nine months ended September 30, 2021 and 2020 was $0.4 million. Stock-Based Compensation Stock-based compensation expense was allocated as follows (in thousands): Three Months Nine Months 2021 2020 2021 2020 Research and development $ 20 $ 21 $ 60 $ 66 General and administrative 107 97 14,704 292 Total $ 127 $ 118 $ 14,764 $ 358 During the nine months ended September 30, 2021 and 2020, the Company recognized $14.8 million and $0.4 million, respectively, of stock-based compensation expense related to stock options and RSAs. The Company has not recognized any stock-based compensation expense related to RSUs as of September 30, 2021 as satisfaction of the performance-based vesting condition was not deemed probable. As of September 30, 2021, total unrecognized stock-based compensation expense related to RSUs was $1,369.0 million. As of September 30, 2021, total unrecognized stock-based compensation expense related to stock options was $0.5 million and is expected to be recognized over a weighted-average period of 2.46 years. As of September 30, 2021, total unrecognized stock-based compensation expense related to RSAs was $0.5 million and is expected to be recognized over a weighted-average period of 1.21 years. | 14. Stock-Based Compensation In 2008, the Company adopted the 2008 Stock Incentive Plan (the “2008 Plan”), in 2014 the Company adopted the 2014 Stock Incentive Plan (the “2014 Plan”) and in 2021 the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”, collectively with the 2008 Plan and the 2014 Plan, the “Plans”). Pursuant to the 2021 Plan, the Company may grant incentive and nonqualified stock options, RSUs, RSAs and other stock-based awards to employees, officers, directors, consultants, and advisors. No additional awards may be granted under the 2008 Plan or the 2014 Plan. The Plans are administered by the board of directors or the compensation committee of the board of directors. The shares of common stock underlying any awards that are forfeited, cancelled, repurchased, or otherwise terminated by the Company under the Plans will be added back to the shares available for issuance under the 2021 Plan. As of December 31, 2020, the maximum number of shares of common stock that are reserved for issuance under the 2008 and 2014 Plans is 48,033,713 and 130,759,452, respectively, of which no shares and 4,783,479 shares of common stock are available for future issuance under the 2008 Plan and 2014 Plan, respectively. Stock Options As of December 31, 2020, the Company has only issued stock option awards under the 2008 Plan, of which all were granted prior to January 1, 2019 and had a ten-year A summary of stock option activity under the 2008 Plan is presented below: Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value(1) (in years) (in thousands) Outstanding as of December 31, 2019 35,276,812 $ 0.02 4.20 $ 79,915 Exercised (1,921,941 ) 0.02 Outstanding as of December 31, 2020 33,354,871 $ 0.02 3.20 $ 131,370 Exercisable as of December 31, 2020 33,354,871 $ 0.02 3.20 $ 131,370 (1) The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the common stock for those stock options that had exercise prices lower than the estimated fair value of the common stock as of December 31, 2020 and 2019. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2020 and 2019 was $5.3 million and $1.1 million, respectively. No stock options were granted during the years ended December 31, 2020 and 2019. Restricted Stock Units The Company has granted RSUs to employees and non-employees A summary of the RSU activity under the 2014 Plan is presented below: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of December 31, 2019 70,119,944 $ 0.99 Granted 57,184,567 2.68 Forfeited (2,372,304 ) 1.89 Nonvested as of December 31, 2020 124,932,207 $ 1.74 The weighted average remaining contractual term for the nonvested RSUs as of December 31, 2020 was 5.13 years. The weighted average grant date fair value of the RSUs granted during the year ended December 31, 2019 was $1.78 per share. Restricted Stock Awards The Company has granted RSAs to employees and consultants under the 2014 Plan with a service-based condition that generally vest in equal monthly installments over a four-year term. A summary of the RSA activity under the 2014 Plan is presented below: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of December 31, 2019 675,887 $ 1.99 Vested (256,838 ) 1.99 Nonvested as of December 31, 2020 419,049 $ 1.99 The aggregate fair value of the RSAs that vested during the years ended December 31, 2020 and 2019 was $0.5 million and $0.7 million, respectively. Stock-Based Compensation Stock-based compensation expense was allocated as follows (in thousands): Years Ended December 31, 2020 2019 Research and development $ 79 $ 64 General and administrative 397 707 Total $ 476 $ 771 During the years ended December 31, 2020 and 2019, the Company recognized $0.5 million and $0.8 million, respectively, in stock-based compensation expense related to the RSAs. The Company has not recognized any stock-based compensation expense related to the RSUs as of December 31, 2020 as satisfaction of the performance-based vesting condition was not deemed probable. All outstanding stock options were fully vested prior to January 1, 2019 and, accordingly, no stock-based compensation expense was recognized for these awards during the years ended December 31, 2020 and 2019. As of December 31 , 2020, total unrecognized stock-based compensation expense related to the RSUs and RSAs was $218.0 million and $0.8 million, respectively. The total unrecognized stock-based compensation expense related to the RSAs will be recognized over a weighted average period of 1.88 years. |
Revenue Recognition
Revenue Recognition | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue Recognition | 16. Revenue Recognition Disaggregation of Revenue The following table sets forth the percentage of Foundry revenues by industry based on total Foundry revenue: Three Months Nine Months 2021 2020 2021 2020 Food and nutrition 19 % 27 % 22 % 36 % Industrial and environmental 12 % 27 % 17 % 27 % Agriculture 8 % 20 % 9 % 14 % Consumer and technology 52 % 15 % 34 % 15 % Other 9 % 11 % 18 % 8 % Total Foundry revenue 100 % 100 % 100 % 100 % The following table sets forth the percentage of revenue by geographic location based on total revenue: Three Months Nine Months 2021 2020 2021 2020 North America 97 % 91 % 96 % 93 % Rest of world 3 % 9 % 4 % 7 % Total revenue 100 % 100 % 100 % 100 % 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, 2021 and December 31, 2020. 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 non-cash 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, 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. During the nine months ended September 30, 2020, the Company recognized $19.0 million of revenue that was included in the contract liabilities balance of $147.9 million as of December 31, 2019. 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, 2021 and December 31, 2020 was $25.3 million and $20.7 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 in the amount to which it has the right to invoice. As of September 30, 2021, of the performance obligations not yet satisfied or partially satisfied, nearly all is expected to be recognized as revenue during the years 2021 to 2026. | 1 5 Disaggregation of Revenue The following table sets forth the percentage of Foundry revenues by industry based on total Foundry revenue: Year Ended December 31, 2020 2019 Food and nutrition 35 % 39 % Industrial and environmental 29 % 13 % Agriculture 13 % 18 % Consumer and technology 12 % 19 % Other 11 % 11 % Total 100 % 100 % The following table sets forth the percentage of revenue by geographic location based on total revenue: Year Ended December 31, 2020 2019 North America 95 % 95 % Rest of world 5 % 5 % Total 100 % 100 % 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 did not have any contract assets as of and for the years ended December 31, 2020 and 2019. 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 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. Of the Company’s $147.9 million in deferred revenue at December 31, 2019, $25.5 million was recognized as revenue during 2020. Of the Company’s $127.2 million in deferred revenue at December 31, 2018, $16.8 million was recognized as revenue during 2019. 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 December 31, 2020 and 2019 was $20.7 million and $35.3 million, |
Significant Collaboration Trans
Significant Collaboration Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Significant Collaboration Transactions [Abstract] | ||
Significant Collaboration Transactions | 17. Significant Collaboration Transactions Arcaea LLC (FKA Kalo Ingredients, LLC) Summary of Arrangement Arcaea was formed in March 2021 to focus on the application of synthetic biology in the personal care products industry. In March 2021, the Company entered into (i) an Intellectual Property Contribution Agreement (“Arcaea IP Agreement”) that granted Arcaea a license to certain of the Company’s intellectual property, (ii) a Technical Development Agreement (“Arcaea TDA”) that establishes the terms under which the Company will provide technical research and development services, and (iii) a Common Unit Issuance Agreement (“Arcaea CUIA”) which compensates the Company for its intellectual property contribution. Contemporaneous with these transactions, Arcaea entered into a Series A Preferred Unit Purchase Agreement under which it sold 1,755,000 Series A preferred units to certain of the Company’s investors, for aggregate proceeds of approximately $19.5 million. The Series A Preferred Unit Purchase Agreement provided for the sale and issuance of up to an additional 7,245,000 Series A preferred units subsequent to the initial closing. In subsequent closings through September 30, 2021, Arcaea issued an additional 5,139,900 Series A preferred units to existing and third-party investors for aggregate proceeds of approximately $57.1 million and closed its Series A preferred unit financing. As a result, the Company received an additional 5,229,900 common units in Arcaea for total consideration of $35.5 million. Under the Arcaea IP Agreement, the Company licensed certain intellectual property to Arcaea for use in the development or the production of Arcaea’s products that the parties will subsequently agree to research and develop under technical development plans (“TDPs”). The license rights provide Arcaea with the ability to commercialize the specified products from the corresponding TDP under the Arcaea TDA. In return for the license to the intellectual property, Arcaea has agreed to issue the Company up to 9,000,000 common units in accordance with certain terms and conditions set forth within the agreements. The Company received 1,755,000 common units upon execution of the Arcaea CUIA and an additional 5,229,900 common units upon closing of the Series A preferred unit financing in July 2021 (as discussed above). No additional common units are expected to be issued to the Company. Under the Arcaea 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 cost-plus basis for all services provided. Accounting Analysis The common unit investment in Arcaea is considered an equity method investment as a result of the Company’s ability to exercise significant influence over Arcaea’s financial and operating policies through its ownership of common units. The initial carrying value of the equity method investment in Arcaea is the fair value of the common units of $11.9 million received in exchange for the Arcaea IP Agreement which, as discussed below, was accounted for as deferred revenue at inception. The fair value of Arcaea’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 Arcaea IP Agreement. Further, the Company determined the rights to up to an additional 7,245,000 common units did not meet the definition of a freestanding financial instrument and are not representative of a derivative. The right to the additional common units is considered variable consideration that is fully constrained at inception and until the contingencies related to the issuance of the additional shares are resolved. The Series A preferred units issued by Arcaea 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 $11.9 million loss on its equity method investment in Arcaea during the first quarter in 2021. The loss allocated to the Company primarily relates to Arcaea’s accounting for the non-cash in-process The relationship with Arcaea 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 The Company’s performance obligations under the contract consist of ten material rights to future technical research and development services and commercial licenses under individual TDPs that the Company expects to execute under the Arcaea TDA. 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 additional TDPs under the Arcaea TDA. The Company has allocated approximately $1.2 million of the upfront non-cash non-cash non-current 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 Arcaea. Further, Arcaea has rights to development 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 variable consideration for the most likely amount of estimated consideration to be received under the cost-plus arrangement and non-cash catch-up As of September 30, 2021, the Company had a deferred revenue balance of $47.4 million with Arcaea, consisting of non-cash Allonnia, LLC Summary of Arrangement Allonnia was formed in 2019 and focuses on the application of synthetic biology in the bioremediation space, leveraging the Company’s proprietary platform to develop solutions to treat waste streams through degrading or metabolizing contaminants of concern and recover and upcycle valuable materials from waste. In December 2019, the Company entered into (i) an Intellectual Property Contribution Agreement (“Allonnia IP Agreement”) that granted Allonnia a license to certain of the Company’s intellectual property, (ii) a Technical Development Agreement (“Allonnia TDA”) that establishes the terms under which the Company is providing technical development services, and (iii) a Common Unit Issuance Agreement (“Allonnia CUIA”) which provides for the issuance of common units of Allonnia to the Company in exchange for the license rights granted under the Allonnia IP Agreement. Contemporaneous with these agreements, Allonnia entered into a Series A Preferred Unit Purchase Agreement under which Allonnia sold 2,970,000 Series A preferred units to certain of the Company’s investors, as well as a third-party investor. Allonnia also agreed to issue an additional 630,000 Series A preferred units to a strategic partner as compensation for the delivery of future services to Allonnia. The Series A Preferred Unit Purchase Agreement also provided for the sale and issuance of up to an additional 5,400,000 Series A preferred units subsequent to the initial closing. Through December 31, 2020, Allonnia issued an additional 1,844,911 Series A preferred units, 180,000 of which were issued in exchange for the rights to certain intellectual property which will vest based on the achievement of milestones associated with the development of the intellectual property received. During the nine months ended September 30, 2021, Allonnia closed their Series A preferred unit financing and issued 22,500 Series A preferred units to an additional third-party investor. Under the Allonnia IP Agreement, the Company licensed intellectual property to Allonnia for use in the development or the production of its products that the parties will subsequently agree to develop under TDPs. The license rights provide Allonnia with the ability to commercialize the specified products from the corresponding strain or enzyme, which can only be developed by the Company under the Allonnia TDA. The Company received 3,600,000 common units as consideration for the license upon execution of the agreement and an additional 1,867,411 common units during the nine months ended September 30, 2021 in connection with the closing of the Series A preferred unit financing. Under the Allonnia TDA, the parties jointly agree, through equal representation on a joint steering committee, on TDPs for specific strains and enzymes, in which the Company will perform agreed upon development services in return for consideration on a cost-plus basis for all services provided. Accounting Analysis The common unit investment in Allonnia is considered an equity method investment as a result of the Company’s ability to exercise significant influence over Allonnia’s financial and operating policies through its ownership of common units. The initial carrying value of the equity method investment in Allonnia, which was equal to the fair value of the common units received in exchange for the Allonnia IP Agreement of $24.5 million, was subsequently reduced to zero as a result of the application of the HLBV method and was recorded as a loss on equity method investments. In the second quarter of 2021, Allonnia issued an additional 22,500 Series A preferred units and closed their Series A preferred unit financing. As a result, the Company received an additional 1,867,411 common units for total consideration of $12.7 million. The additional consideration received resulted in an increase in the Company’s equity method investment in Allonnia of $12.7 million, which the Company subsequently reduced to zero as a result of the application of the HLBV method. Accordingly, the Company recorded a loss on its equity method investment in Allonnia of $12.7 million during the nine months ended September 30, 2021. As of September 30, 2021, the carrying value of the equity method investment in Allonnia remained at zero. There is no commitment for the Company to provide further financial support to Allonnia and therefore the carrying value of the equity method investment will not be reduced below zero. Therefore, no additional loss was recognized during the nine months ended September 30, 2021. The relationship with Allonnia is a vendor-customer relationship and is within the scope of ASC 606 whereby the Company will provide licenses and services upon execution of the TDPs as outlined under the terms of the Allonnia TDA. The Company’s performance obligations under the contract consist of a combined service and license performance obligation related to the initial TDP executed in February 2020 and nine material rights, related to the estimated additional TDPs the parties expect to execute under the Allonnia TDA. The material rights represent an advance payment for the license rights which will be granted upon the execution of each TDP. As there is no additional payment for these license rights upon execution of a TDP, the Company has determined that there is a material right associated with each of the contemplated future TDPs. The Company initially allocated $2.5 million of the upfront non-cash non-current Upon the execution of each TDP, the Company is obligated to provide development services under the TDP and a license to applicable patents and other intellectual property to the products developed under the plan. Each executed TDP consists of one combined performance obligation for the license and research and development services to be performed by the Company. The transaction price for each TDP consists of variable consideration for the most likely amount of estimated consideration to be received under the cost-plus arrangement and the non-cash using an input method that compares total costs incurred relative to total estimated cost to complete to estimate progress under the contract. During the nine months ended September 30, 2021, the additional non-cash As of September 30, 2021 and December 31, 2020, the Company had a deferred revenue balance of $38.0 million and $26.1 million, respectively, with Allonnia. During the three months ended September 30, 2021 and 2020, the Company recognized $0.9 million and $1.3 million, respectively, from services provided to Allonnia. During the nine months ended September 30, 2021 and 2020, the Company recognized $4.3 million and $2.8 million, respectively, from services provided to Allonnia. Other Significant Collaboration Transactions In addition to the activity discussed above related to Arcaea and Allonnia, the Company provided research and development services under existing collaboration arrangements with Joyn, Motif, Synlogic and Genomatica. During the three and nine months ended September 30, 2021, there were no material changes to the Company’s arrangements with its Platform Ventures and Structured Partnerships except as noted above. For a description of these arrangements and the related accounting conclusions, refer to Note 17 to the audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s prospectus on Form 424(b)(3) as filed with the SEC on September 17, 2021. Refer to Notes 9 and 10 for additional details on the Company’s investments and Note 19 for a summary of transactions with related parties. | 1 6 Allonnia, LLC Summary of Arrangement Allonnia was formed in 2019 and focuses on the application of synthetic biology in the bioremediation space, leveraging Ginkgo’s proprietary platform to develop solutions for waste bioremediation and the biorecovery of rare earth elements or other substances from waste streams or waste deposits. In December 2019, the Company entered into (i) an Intellectual Property Contribution Agreement (“Allonnia IP Agreement”) that granted Allonnia a license to certain of the Company’s intellectual property, (ii) a Technical Development Agreement (“Allonnia TDA”) that establishes the terms under which the Company is providing technical development services, and (iii) a Common Unit Issuance Agreement (“CUIA”) which provides for the issuance of common units of Allonnia to the Company in exchange for the license rights granted under the Allonnia IP Agreement. Contemporaneous with these agreements, Allonnia entered into a Series A Preferred Unit Purchase Agreement under which Allonnia sold 2,970,000 Series A Preferred Units to certain of the Company’s investors, as well as a third-party investor, for aggregate proceeds of approximately $33.0 million. Allonnia also agreed to issue an additional 630,000 Series A Preferred Units to a strategic partner as compensation for the delivery of future services to Allonnia. The Series A Preferred Unit Purchase Agreement also provides for the sale and issuance of up to an additional 5,400,000 Series A Preferred Units subsequent to the initial closing. Subsequently, during the year ended December 31, 2020, Allonnia issued an additional 1,844,911 Series A Preferred Units, 1,664,911 of which were sold for aggregate proceeds of $18.5 million and 180,000 of which were issued in exchange for the rights to certain intellectual property which will vest based on the achievement of milestones associated with the development of the intellectual property received. In 2021, Allonnia issued an additional 22,500 Series A Preferred Units for aggregate proceeds of $0.2 million and closed their Series A Preferred Unit financing. As a result, the Company received an additional 1,867,411 common units in full satisfaction of the additional common unit right described in the following paragraph (Note 2 1 Under the Allonnia IP Agreement, the Company licensed intellectual property to Allonnia for use in the development or the production of its products that the parties will subsequently agree to develop under TDPs. The license rights provide Allonnia with the ability to commercialize the specified products from the corresponding strain or enzyme, which can only be developed by the Company under the Allonnia TDA. The Company received 3,600,000 common units as consideration for the license upon execution of the agreement. In addition, the Company is entitled to receive up to an additional 5,400,000 common units upon the issuance of additional Series A Preferred Units by Allonnia. Under the Allonnia TDA, the parties jointly agree, through equal representation on a joint steering committee, on TDPs for specific strains and enzymes, in which the Company will perform agreed upon development services in return for consideration on a cost-plus basis for all services provided. As of December 31, 2020, the Company has entered into three TDPs with Allonnia. Accounting Analysis The Company concluded that Allonnia is a variable interest entity in which it holds a variable interest through its common unit interest. Allonnia was designed to function as a stand-alone entity with its own board of directors, employees, and operational infrastructure. While the Company was involved with the creation of Allonnia, has board representation, and is involved in the ongoing development activities of Allonnia through its participation on a joint steering committee (as provided for under the Allonnia TDA), the Company concluded this involvement does not give it the power to control the decisions with respect to the development activities of Allonnia, which are the most significant activities of Allonnia. The Company does not control Allonnia’s board of directors and there are no voting or consent agreements between the Company and the other members of Allonnia’s board of directors or the holders of the Series A Preferred Units. Further, the Company’s representation on the joint steering committee does not give it control over Allonnia’s development activities as all votes of the joint steering committee must pass by consensus and there is no agreement in place that would require Allonnia to vote in alignment with the Company. Accordingly, the Company is not the primary beneficiary of Allonnia as it does not control the decisions that most significantly impact Allonnia’s economic performance. The common unit investment in Allonnia is considered an equity method investment as a result of the Company’s ability to exercise significant influence over the financial and operating policies through its ownership of common units. The initial carrying value of the equity method investment in Allonnia is the fair value of the common units of $24.5 million received in exchange for the Allonnia IP Agreement which, as discussed below, was accounted for as deferred revenue at inception. The fair value of Allonnia’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 Allonnia IP Agreement. Further, the Company determined the rights to up to an additional 5,400,000 common units did not meet the definition of a freestanding financial instrument and are not representative of a derivative. The right to the additional common units is considered variable consideration that is fully constrained at inception and until the contingencies related to the issuance of the additional shares are resolved. This contingency was resolved in 2021 when the Company and Allonnia agreed upon the additional 1,867,411 common units to be issued under the agreements (Note 2 1 The Series A Preferred Units issued by Allonnia 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 equity method investment of $24.5 million from inception through December 31, 2019. The loss allocated to the Company primarily relates to Allonnia’s accounting for the non-cash in-process The relationship with Allonnia 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 and the common units represent non-cash non-cash 2019. The Company’s performance obligations under the contract consist of a combined service and license performance obligation related to the initial TDP executed in February 2020 and nine material rights, related to the estimated additional TDPs the parties expect to execute under the Allonnia TDA. The material rights represent an advance payment for the license rights which will be granted upon the execution of each TDP. As there is no additional payment for these license rights upon execution of a TDP, the Company has determined that there is a material right associated with each of the contemplated future TDPs. The Company has allocated $2.5 million of the upfront non-cash non-current Upon the execution of each TDP, the Company is obligated to provide development services under the TDP and a license to applicable patents and other intellectual property to the ingredient developed under the plan. The license and research and development services 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 Allonnia. Further, Allonnia has rights to all development intellectual property created as part of each TDP, irrespective of the result of the development. Therefore, each executed TDP consists of one combined performance obligation for the license and research and development services to be performed by the Company. For each TDP, the transaction price consists of variable consideration for the most likely amount of estimated consideration to be received under the cost-plus arrangement and the $2.5 million allocation of the fixed non-cash catch-up non-cash 1 As of December 31, 2020 and 2019, the Company had a deferred revenue balance of $26.1 million and $24.5 million, respectively, with Allonnia. During the year ended December 31, 2020, the Company recognized $5.0 million from services provided to Allonnia. No revenue was recognized by the Company during the year ended December 31, 2019. Glycosyn, LLC Summary of Arrangement In October 2018, the Company entered into a series of arrangements with Glycosyn, a biotech company developing components of human milk, to optimize and scale the production of human milk oligosaccharides (“HMOs”) for a suite of products that foster a healthy gut microbial ecology. Glycosyn has developed a portfolio of HMOs that can be produced at lab scale and the focus of the collaboration is to utilize the Company’s platform to more effectively optimize and enhance these existing HMOs-producing strains to scale up production, as well as develop new HMOs products. The Glycosyn arrangements include (i) a Class C Unit Purchase Agreement (“Glycosyn Purchase Agreement”), (ii) a Foundry Terms of Service Agreement (“Glycosyn FSA”), and (iii) the Glycosyn Promissory Note. Under the Glycosyn Purchase Agreement, the Company purchased 80,142 Class C Units at a purchase price of $124.78 per unit for an aggregate purchase price of $10.0 million. Payment for the Class C Units was made with $1.0 million in cash paid at closing and the right for Glycosyn to utilize up to $9.0 million in Foundry services (“Glycosyn Prepaid Services”). The Class C Units have a liquidation preference over all other outstanding units equal to $10.0 million, plus any accrued or declared and unpaid distributions. The Glycosyn FSA outlines the general terms and conditions under which the Company will perform services for Glycosyn. These services will, in turn, be performed under an executed TDP agreed to by both parties. Under an executed TDP, the Company will use commercially reasonable efforts to develop strains for the production of Glycosyn products. Further, the Company will grant Glycosyn certain licenses to any resulting product from each TDP to commercialize in the field of biosynthesis of oligosaccharides in microorganisms while the Company retains license rights outside of the field. The Company will charge for services based on its costs plus a fixed margin and apply amounts earned against the Glycosyn Prepaid Services. The first $1.0 million of services will be applied to the Glycosyn Prepaid Services. Thereafter, 25% of every invoice is applied to the Glycosyn Prepaid Services and 75% is payable in cash. Prior to its termination discussed below, the parties had executed one TDP. The Glycosyn FSA can be terminated by mutual agreement, change in control or insolvency at any time during the term of the agreement. Glycosyn may terminate for convenience following the one-year one-year In 2019, Glycosyn exercised their option to terminate the agreement in accordance with its contractual rights at the one-year Accounting Analysis Prior to the termination, the Company accounted for its investment in Glycosyn’s Class C Units as an equity method investment as it held an approximate 18% equity interest in Glycosyn. The Company recorded the initial carrying value of its equity method investment at fair value, which the Company determined was $10.0 million. The fair value was determined by the Company with the assistance of a third-party valuation specialist and utilizes a discounted cash flow analysis of Glycosyn’s projected cash flows and the preferences of the LLC units in a distribution scenario. As the Class C Units receive a preferential distribution, the Company concluded that the shares contain a substantive profit-sharing arrangement. Accordingly, the Company recognized its share of earnings or losses from its equity method investment in Glycosyn using the HLBV method. During the year ended December 31, 2019, prior to the termination, the Company recorded a loss on equity method investment in Glycosyn of $1.3 million. Immediately prior to termination of the Glycosyn FSA, the carrying value of the equity method investment was $8.5 million. While the Glycosyn FSA has been executed by the parties and provides the payment terms for future services, the Glycosyn FSA does not provide for any transfer of goods or services between the parties. However, there is an obligation that the Company will provide licenses and services upon execution of a TDP. Accordingly, at inception, the Company recorded deferred revenue of $9.0 million equal to the fair value of the equity received less the cash paid. Upon execution of a TDP, the Company will reduce the deferred revenue by the portion of the transaction price funded by the Glycosyn Prepaid Services. During the year ended December 31, 2019, the Company recognized $0.7 million of revenue related to the Glycosyn FSA. At the time of the termination of the Glycosyn FSA, the outstanding balance related to the Glycosyn Prepaid Services was $8.4 million, which was eliminated in conjunction with the termination of the Glycosyn FSA. Upon termination, the Company recognized a gain on termination of $1.5 million primarily attributable to the increase in loan receivable which is carried at fair value. The gain was recorded as a component of other income (expense), net on the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2019. Motif FoodWorks, Inc. Summary of Arrangement Motif was incorporated in 2018 to focus on the application of synthetic biology in the food industry, leveraging the Ginkgo’s proprietary platform to develop alternative protein ingredients that reduce reliance on animal products. In September 2018, the Company entered into (i) an Intellectual Property Contribution Agreement (“Motif IP Agreement”) with Motif that granted Motif a license to certain of the Company’s intellectual property and (ii) a Technical Development Agreement (“Motif TDA”) that establishes the terms under which the Company is providing technical development services. Under the Motif IP Agreement, the Company licensed intellectual property to Motif for use in strain development to produce ingredients that the parties will subsequently agree to develop under TDPs. The license rights provide Motif with the ability to commercialize the specified ingredients from the corresponding strain, which can only be developed by the Company under the Motif TDA. In return for the license to the intellectual property, Motif granted the Company 9,000,900 shares of common stock. Concurrent with the Motif IP Agreement, Motif also sold 8,100,720 shares of Series A preferred stock to certain of the Company’s investors, as well as third-party investors, for aggregate proceeds of approximately $90.0 million. The Motif TDA governs the procurement of the Company’s expertise and technical development services to collaborate in the research, development, and commercialization of specified ingredients. Under the Motif TDA, the parties jointly agree on TDPs for specific ingredients, in which the Company will perform agreed upon development services in return for consideration on a cost-plus fixed margin basis for all services provided. At inception, the Company estimated that it would execute ten TDPs with Motif. Accounting Analysis The Company concluded that Motif is a variable interest entity in which it holds a variable interest through its common stock interest. Motif was designed to function as a stand-alone entity with its own board of directors, employees, and operational infrastructure. While the Company was involved with the creation of Motif, has board representation, and is involved in the ongoing development activities of Motif through its participation on a joint steering committee (as provided for under the Motif TDA), the Company concluded this involvement does not give it the power to control the decisions with respect to the development activities of Motif, which are the most significant activities of Motif. The Company does not control Motif’s board of directors and there are no voting or consent agreements between the Company and the other members of Motif’s board of directors or other investors. Further, the Company’s representation on the joint steering committee does not give it control over Motif’s development activities as all votes of the joint steering committee must pass by consensus and there is no agreement in place that would require Motif to vote in alignment with the Company. Accordingly, the Company is not the primary beneficiary of Motif as it does not control the decisions that most significantly impact Motif’s economic performance. The investment non-cash non-cash in-process The overall arrangement with Motif is a vendor-customer relationship and is within the scope of ASC 606 as the provision of development services and corresponding license rights are considered a part of the Company’s ordinary activities. The licenses contemplated under the Motif IP Agreement are contingent upon a TDP being agreed to by the parties under the Motif TDA and only relate to strains that are developed under a TDP. While the TDPs require approval by the parties, the parties initially estimated that ten TDPs would be negotiated under the arrangement. The Company’s performance obligations under the Motif IP Agreement consist of ten material rights, related to the initial set of ingredients that the parties desired to develop in the first two years. The material rights represent an advance payment for the license rights which will be granted upon the execution of each TDP. As there is no additional payment for these license rights upon execution of a TDP, the Company has determined that there is a material right associated with each of the contemplated TDPs. The common stock received under the Motif IP Agreement is considered non-cash non-current Upon the execution of each TDP, the Company is obligated to provide development services under the TDP and a license to applicable patents and other intellectual property to the ingredient developed under the plan. The license and research and development services 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 Motif. Further, Motif has rights to all development intellectual property created as part of each TDP, irrespective of the result of the development. Therefore, each executed TDP consists of one combined performance obligation for the license and research and development services to be performed by the Company. For each TDP, the transaction price consists of variable consideration for the most likely amount of estimated consideration to be received under the cost-plus arrangement and the $6.5 million which was allocated to the associated material right under the Motif IP Agreement. As the services performed by the Company create or enhance an asset (i.e., the specified ingredient) that Motif 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 As of December 31, 2020 and 2019, the Company had a deferred revenue balance of $54.0 million and $62.5 million, respectively, with Motif. The Company recognized revenue of $20.8 million and $19.0 million from services provided to Motif during the years ended December 31, 2020 and 2019, respectively. Genomatica, Inc. 2016 Genomatica Agreement In 2016, the Company purchased Series A preferred stock of Genomatica, Inc. (“Genomatica”), a biotechnology company specializing in the development and manufacturing of intermediate and specialty chemicals from both sugar and alternative feedstocks. The Company also entered into a Collaboration Agreement with Genomatica (“Genomatica Collaboration”) in connection with the financing. The Genomatica Collaboration was entered into to share expertise on biotechnology solutions. Specifically, Genomatica provided the Company with scale-up 2018 Genomatica Agreement In September 2018, the Company entered into a stock purchase agreement with Genomatica under which it received $40.0 million of Series B preferred stock from Genomatica. In lieu of cash consideration, the Company entered into a Foundry Terms of Service Agreement (“Genomatica FSA”) with Genomatica in which the Company would provide up to $40.0 million in services at no charge to Genomatica (“Initial Prepayment”). The Genomatica FSA terminated the Genomatica Collaboration and changed the pricing terms for work performed under TDPs to a cost-plus fixed margin agreement. Genomatica can apply a portion of the $40.0 million in prepaid services to outstanding invoices under the Genomatica FSA, subject to certain limitations that require cash payment for services over certain monthly thresholds. Further, while the Genomatica FSA replaced the Genomatica Collaboration, any fees that would have been paid to or by the Company under contracts previously governed by the Genomatica Collaboration continue to be shared between the parties. These amounts are either (i) added to, if payable to the Company, or (ii) reduced from, if payable to Genomatica, the balance of the prepaid services over the term of the arrangement, with certain restrictions. At the time of the execution of the Genomatica FSA, there was $19.1 million of potential consideration payable to the Company under the Genomatica Collaboration, which upon payment will contribute to the prepaid services balance, and $4.6 million of potential payments to Genomatica, which upon payment will reduce the prepaid services balance. As of December 31, 2020, and 2019, the Company has received $6.9 million under the Genomatica FSA. Accounting Analysis The Company concluded that Genomatica is a variable interest entity in which it holds a variable interest through its preferred stock interest. While the Company holds a seat on Genomatica’s board of directors and participates in board decisions via such participation, it does not have the ability to control the board as there is no voting or consent agreement between the Company and other members of the board or preferred stockholders. Further, while the Company participates on the joint steering committee that governs the Genomatica FSA, all votes must be unanimous and there is no agreement in place that would require Genomatica to vote in alignment with the Company. Accordingly, the Company is not the primary beneficiary of Genomatica as it does not control the decisions that most significantly impact Genomatica’s economic performance. The Company concluded the preferred stock investment was not in-substance Under the Genomatica Collaboration, the Company was entitled to receive a portion of fees earned from third party customers of Genomatica that were within the scope of the agreement. The Company accounted for the collaboration under ASC 808, however the Company applied ASC 606 by analogy for measurement and recognition purposes. Under the Genomatica Collaboration, the Company’s promises consisted of (i) licenses to the Company’s intellectual property, related to the specified development work, and (ii) research and development services. The Company determined that there was a single, combined performance obligation consisting of research services and licenses to certain intellectual property. The Company recognized the revenue for the combined performance obligation using an over-time input method, as the Company’s performance under the contract created or enhanced the target product or strain as such product or strain was developed. The Company measured progress based on the cost incurred relative to total forecasted cost. The Genomatica FSA represents a modification to the Genomatica Collaboration that resulted in a change in transaction price from milestones to a cost-plus fixed margin structure. The Genomatica FSA did not result in the addition of any distinct promised goods or services, and the Company’s remaining obligation post-modification was to finish the partially satisfied development work that had commenced under the Genomatica Collaboration. This performance obligation was satisfied during the year ended December 31, 2019. As of December 31, 2020 and 2019, the Company had a deferred revenue balance of $30.1 million and $38.1 million, respectively, with Genomatica. During the years ended December 31, 2020 and 2019, the Company recognized revenue from services provided to Genomatica of $9.4 million and $6.2 million, respectively. Joyn Bio, LLC Summary of Arrangement In September 2017, the Company and certain other investors formed Cooksonia for the purposes of holding the Company’s investment in Joyn. Concurrently, Cooksonia entered into a commitment agreement with Bayer CropScience LP (“Bayer”) to form Joyn. Joyn is focused on research, development, discovery, and commercialization of engineered microbes for use in agriculture. The initial program uses advanced techniques in biology to study and engineer naturally occurring soil microbes and their nitrogen-fixing genes to enable crops to produce their own fixed nitrogen and reduce the nitrogen fertilizer required. The Company contributed $5.0 million in cash and certain intellectual property to Cooksonia in exchange for a 70% equity interest in Cooksonia (“Class A Units”). Cooksonia received $20.0 million in cash from another investor, who is a related party of the Company, for a 20% equity interest in Cooksonia (“Class B Units”). Cooksonia also received certain intellectual property from Genomatica and issued Genomatica a 10% equity interest in Cooksonia (“Cooksonia Class C Units”) and paid Genomatica $5.0 million in cash. Subsequently, Cooksonia contributed $20.0 million and all intellectual property received from the Company and Genomatica in exchange for a 50% equity interest in Joyn. Bayer contributed $20.0 million in cash funding plus specified intellectual property. In addition, Bayer committed to contribute up to an additional $60.0 million to be paid subject to certain funding procedures. In return, Bayer obtained a 50% equity interest in Joyn. The agreements may be terminated by mutual agreement, following a change in control, and for breach. Joyn is governed by a Board of Managers (“Joyn Board”) comprised of equal representation of the Company and Bayer. The Joyn Board has all the rights, powers, obligations, and authority to manage the business and affairs of Joyn. The Company also entered into a Foundry Services Agreement (“Joyn FSA”) with Joyn under which the Company will provide Joyn with technical services and preferred access to the Company’s facilities. Joyn paid the Company a non-refundable Accounting Analysis From inception, the Company’s investment in Cooksonia has represented a controlling financial interest, resulting in consolidation of Cooksonia within Company’s consolidated financial statements. The Company concluded that Cooksonia is a variable interest entity and that it holds a variable interest in Cooksonia through its Class A Units. The Company is the primary beneficiary of Cooksonia as it controls the decisions that most significantly impact economic performance as the Company controls 100% of the board of directors and holds 70% of the equity in Cooksonia. The initial cash and in-kind non-controlling and an $8.1 million adjustment for Cooksonia’s claim on net assets in accordance with ASC 810, Consolidation non-controlling non-controlling With respect to Cooksonia’s investment in Joyn, as Cooksonia does not control the Joyn Board, it does not have the power to control the decisions related to the development activities of Joyn, which are the most significant activities of Joyn. Accordingly, the Company concluded that Cooksonia is not the primary beneficiary of Joyn as it does not control the decisions that most significantly impact Joyn’s economic performance. Cooksonia accounts for its 50% equity interest in Joyn as an equity method investment based on the size of its equity interest and its influence on the board of directors. The equity method investment in Joyn was recorded at an initial carrying value of $97.9 million, which is the fair value of Cooksonia’s interest in Joyn. The fair value was determined by management with the assistance of a third-party valuation specialist. The option pricing model used a back-solve methodology to determine the total equity value based on the pricing of the Class B Units which were exchanged for cash. The license of intellectual property to Joyn has been accounted for under ASC 606 as described below. Upon liquidation, the net assets of Joyn are not distributed in accordance with each party’s respective ownership interest. Depending on the circumstances or type of liquidation event, Bayer or Cooksonia may receive certain preference payments or priority in the assets that are distributed. These preferences represent a substantive profit-sharing arrangement and, accordingly, Cooksonia recognizes earnings and losses on its equity method investment using the HLBV method. For the years ended December 31, 2020 and 2019, Cooksonia recognized a loss of $0.4 million and $1.7 million on its equity method investment, comprised of Cooksonia’s changes in claim on the net assets of Joyn as of December 31, 2020 and 2019, respectively. For the years ended December 31, 2020 and 2019, Cooksonia’s net loss was $0.4 million and $1.7 million (comprised solely of the loss from its equity method investment in Joyn), of which $0.1 million and $0.5 million was attributable to the non-controlling The Company accounts separately under ASC 606 for Cooksonia’s contribution of its intellectual property and the services performed by the Company under technical project plans governed by the Joyn FSA. The Company accounts for the intellectual property sale and the technical services separately as the two agreements were not negotiated with a single commercial objective, the consideration under each agreement is not interdependent, and the intellectual property contribution from Cooksonia is separate and distinct from the research and development services performed under the Joyn FSA. The Company considers the granting of licenses to the Company’s intellectual property as part of its ordinary business activities and, therefore, Cooksonia’s contribution of intellectual property to Joyn represents a contract with a customer. The intellectual property contains multiple licenses for which control transfers at inception and all revenue associated with the licenses was recognized during the year ended December 31, 2017. The Joyn FSA functions as a master services agreement that provides the framework for the ongoing research and development services relationship between the Company and Joyn. The Joyn FSA does not create a contract under ASC 606 as it does not identify goods or services to be performed nor does it define consideration under the contract. Upon the execution of a technical project plan under the Joyn FSA, the arrangement qualifies as a contract under ASC 606. The Company accounts for each technical project separately. Each technical project plan provides for distinct services in the context of the contract, has been separately negotiated with Joyn, focuses on different specified strains with separate scopes of work, and has its own budget. The sole performance obligation under each individual technical project plan consists of the research and development services as the requisite licenses were transferred prior to the execution of the technical proj |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 1 7 The Company has a 401(k) retirement plan covering substantially all employees. Under the retirement plan, employees make voluntary contributions and the Company makes a 5% non-elective retirement plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 8 For the years ended December 31, 2020 and 2019, the loss before provision for incomes taxes consisted of the following (in thousands): Years Ended December 31, 2020 2019 Domestic $ (124,834 ) $ (119,835 ) Foreign — — Total $ (124,834 ) $ (119,835 ) For the years ended December 31, 2020 and 2019, the Company incurred the following income tax expense (in thousands): Years Ended December 31, 2020 2019 Income tax expense: Current federal income tax $ — $ — Current state income tax 26 22 Deferred federal income tax 581 — Deferred state income tax 1,282 — Income tax expense $ 1,889 $ 22 A reconciliation of income tax expense computed at the statutory corporate income tax rate to the effective income tax rate for the years ended December 31, 2020 and 2019 is as follows: Years Ended December 31, 2020 2019 Tax expense computed at the federal statutory rate 21.0 % 21.0 % State taxes 4.5 % 4.2 % Change in valuation allowance (31.3 %) (25.2 %) Equity investments (0.6 %) (5.7 %) Tax credits 4.8 % 4.4 % Non-deductible (0.2 %) (0.1 %) Other expenses 0.3 % 1.4 % Total income tax expense (1.5 %) 0.0 % The Company’s deferred tax assets and liabilities consist of the following (in thousands): Years Ended December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 91,467 $ 61,300 Tax credit carryforwards 20,338 14,443 Accrued expenses 1,265 390 Deferred revenue 28,590 29,575 Amortizable intangibles 4,198 3,218 Tenant allowance 2,206 2,174 Deferred tax assets before valuation allowance 148,064 111,100 Valuation allowance (143,827 ) (104,745 ) Deferred tax assets 4,237 6,355 Deferred tax liabilities: Equity-based compensation — (88 ) Property and equipment (830 ) (862 ) Basis differences (5,270 ) (5,405 ) Deferred tax liabilities (6,100 ) (6,355 ) Net deferred taxes $ (1,863 ) $ — Activity in the deferred tax assets valuation allowance is summarized as follows (in thousands): Beginning of Additions Reductions/ End of Deferred tax assets valuation allowance: Year Ended December 31, 2020 $ 104,745 $ 39,082 $ — $ 143,827 Year Ended December 31, 2019 $ 74,511 $ 30,234 $ — $ 104,745 The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. The Company considered its history of cumulative net losses incurred since inception and has concluded that it is more likely than not that it will not realize the benefits of the deferred tax assets. Accordingly, a valuation allowance has been established against the deferred tax assets as of December 31, 2020 and 2019 that are not expected to be realized. The Company reevaluates the positive and negative evidence at each reporting period. The valuation allowance increased on a net basis by approximately $39.1 million during the year ended December 31, 2020 due primarily to an increase in net operating losses and tax credits. As of December 31, 2020, the Company had federal net operating loss carryforwards of approximately $347.8 million, of which $139.2 million begin to expire in 2029. The Company has approximately $208.6 million of federal net operating losses as of December 31, 2020 that can be carried forward indefinitely. As of December 31, 2020, the Company had state net operating loss carryforwards of approximately $282.8 million, of which $278.3 million begin to expire in 2029. The Company has approximately $4.5 million of state net operating losses as of December 31, 2020 that can be carried forward indefinitely. As of December 31, 2020, the Company had federal research and development tax credit carryforwards of approximately $13.8 million which begin to expire in 2029. As of December 31, 2020, the Company also had state research and development tax credit carryforwards of approximately $8.2 million which begin to expire in 2028. Under Sections 382 and 383 of the U.S. Internal Revenue Code, if a corporation undergoes an ownership change, the corporation’s ability to use its pre-change pre-change pre-change pre-change The Company files tax returns as prescribed by the tax laws of the jurisdictions in which the Company operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. As of December 31, 2020, the Company’s tax years are still open under statute from 2017 to the present. The Company accounts for uncertain tax positions using a more likely than not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates uncertain tax positions on an annual basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. As of December 31, 2020 and 2019, the Company had no recorded liabilities for uncertain tax positions and had no accrued interest or penalties related to uncertain tax positions. The Company does not expect a material change in unrecognized tax benefits in the next twelve months. |
Net Loss per Share
Net Loss per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net Loss per Share | 18. Net Loss per Share As a result of the Business Combination, the Company has retroactively restated the weighted average shares outstanding prior to September 16, 2021 to give effect to the Exchange Ratio. The Company computes net loss per share of the Class A common stock and Class B common stock using the two-class 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, 2021 2020 Warrants to purchase Class A common stock 51,824,925 1,013,708 Outstanding stock options 29,199,113 33,975,444 Unvested RSUs 254,254,142 125,586,745 Unvested RSAs 241,754 478,240 New Ginkgo and Sponsor earn-out 205,602,316 — 541,122,250 161,054,137 | 19. Net Loss per Share The Company computes net loss per share of the Class A common stock and Class B common stock 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 Class A common stock and Class B 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, Inc. common stockholders for the periods indicated because including them would have been anti-dilutive: Year Ended December 31, 2020 2019 Warrants to purchase common stock 1,020,187 1,020,187 Outstanding stock options 33,354,871 35,276,812 Unvested RSUs 124,932,207 70,119,944 Unvested RSAs 419,049 675,887 |
Related Parties
Related Parties | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Parties | 19. 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 Sheets are summarized below (in thousands): September 30, December 31, 2021 2020 Accounts receivable, net: Joyn $ 1 $ — Motif 3,750 2,403 Genomatica — 1,500 Allonnia 971 1,309 Synlogic — — Arcaea 1,328 — $ 6,050 $ 5,212 Deferred revenue, current and non-current: Joyn $ 5,595 $ 9,862 Motif 53,184 53,952 Genomatica 20,499 30,128 Allonnia 38,016 26,064 Synlogic 60 72 Arcaea 47,356 — Other equity investee 10,000 — $ 174,710 $ 120,078 Significant related party transactions included in the Condensed Consolidated Statements of Operations and Comprehensive Loss are summarized below (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Foundry revenue: Joyn $ 1,515 $ 2,151 $ 4,267 $ 5,733 Motif 6,099 3,034 16,203 15,036 Genomatica 3,279 748 9,480 6,169 Allonnia 913 1,322 4,277 2,784 Synlogic 2 15 12 62 Arcaea 1,316 — 2,507 — $ 13,124 $ 7,270 $ 36,746 $ 29,784 In September 2021, prior to the closing of the Business Combination, the Company repurchased a total of 2,707,280 common shares from the Company’s founders at a price of $9.23 per share, which was then the most-recent fair value per share based on a third-party valuation, for a total purchase price of $25.0 million. Upon repurchase, the shares were immediately retired and were recorded as a reduction to common stock and additional paid-in Refer to Notes 9 and 17 for additional details on the Company’s investments and equity method investments held in its related parties. | 2 0 Related Parties Related party transactions included in the Consolidated Balance Sheets, excluding the Company’s investments and equity method investments, are summarized below (in thousands): Joyn Motif Genomatica Allonnia Synlogic Total Balances as of December 31, 2020 Accounts receivable, net $ — $ 2,403 $ 1,500 $ 1,309 $ — $ 5,212 Prepaid expenses and other current assets $ 24 $ 232 $ — $ 13 $ — $ 269 Deferred revenue, current and non-current $ 9,862 $ 53,952 $ 30,128 $ 26,064 $ 72 $ 120,078 Balances as of December 31, 2019 Accounts receivable, net $ 163 $ 4,054 $ — $ — $ — $ 4,217 Deferred revenue, current and non-current $ 17,135 $ 62,513 $ 38,059 $ 24,480 $ 144 $ 142,331 Related party transactions included in the Consolidated Statements Operations and Comprehensive Loss, excluding the losses on the Company’s investments and equity method investments, are summarized below (in thousands): Joyn Motif Genomatica Allonnia Synlogic Glycosyn Total For the Year Ended December 31, 2020 Foundry revenue $ 7,273 $ 20,798 $ 9,431 $ 4,960 $ 73 $ — $ 42,535 Other income, net $ 407 $ 314 $ — $ — $ — $ — $ 721 For the Year Ended December 31, 2019 Foundry revenue $ 9,349 $ 18,986 $ 6,248 $ — $ 17 $ 668 $ 35,268 Interest income $ — $ — $ — $ — $ — $ 163 $ 163 Other income, net $ 222 $ 42 $ — $ — $ — $ 1,530 $ 1,794 Related party transactions included in the changes in operating assets and liabilities in the Consolidated Statements of Cash Flows are summarized below (in thousands): Joyn Motif Genomatica Allonnia Synlogic Glycosyn Total For the Year Ended December 31, 2020 Accounts receivable, net $ 163 $ 1,651 $ (1,500 ) $ (1,309 ) $ — $ — $ (995 ) Prepaid expenses and other current assets $ (24 ) $ (232 ) $ — $ (13 ) $ — $ — $ (269 ) Deferred revenue, current and non-current $ (7,273 ) $ (8,561 ) $ (7,931 ) $ 1,584 $ (72 ) $ — $ (22,253 ) For the Year Ended December 31, 2019 Accounts receivable, net $ (54 ) $ (2,035 ) $ 8 $ — $ — $ (140 ) $ (2,221 ) Deferred revenue, current and non-current $ 5,719 $ 9 $ (2,232 ) $ — $ 144 $ (528 ) $ 3,112 As the Company no longer held an equity interest in Glycosyn as of December 31, 2019, it was no longer considered a related party of the Company as of that date. Therefore, the related party transactions for Glycosyn as of and for the year ended December 31, 2020 and as of December 31, 2019 are presented as zero in the tables above. Refer to Note 8 for additional details on the Company’s investments and equity method investments held in its related parties. Refer to Note 16 for additional discussion of the Company’s arrangement with Glycosyn. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 20. Subsequent Events On October 1, 2021, Viking Global Opportunities Illiquid Investments Sub-Master On November 17, 2021 the Board of Directors modified the vesting terms of RSUs granted under the Company’s equity incentive plans to allow 10% of the RSUs that were vested as of the closing of the Business Combination with respect to the service condition (the “10% RSUs”) to immediately and automatically accelerate and vest with respect to the performance condition, effective as of November 19, 2021, the date on which the Form S-8 registration statement covering such shares became effective. The Company will cash settle the 10% RSUs. The remaining RSUs will accelerate and vest in full with respect to the performance condition on or before March 15, 2022. Additionally, on November 17, 2021, the Board of Directors approved 100% of the earnout shares, received by the equity holders of Old Ginkgo pursuant to the Merger Agreement, to automatically accelerate and vest with respect to the performance condition, effective as of November 19, 2021, the date on which the Form S-8 registration statement covering such shares became effective. Additionally, on November 15, 2021, 25% of the earnout shares became vested with respect the first market condition of $12.50 per share, as the trading price of the Company’s Class A common stock equaled or exceeded $12.50 per share for at least 20 trading days within the 30 day trading period ending November 15, 2021. As a result of the modification of the 10% RSUs and the earnout shares, as well as achievement of the $12.50 per share market condition, the Company will record a significant amount of equity-based compensation expense under ASC 718, Stock Compensation, in the fourth quarter of 2021 and the first quarter of 2022. | 21. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. (a) Amendment to Glycosyn Promissory Note In January 2021, the existing terms of the Glycosyn Promissory Note were amended to add an additional $0.2 million to the principal balance and to extend the number of interest-only payments to include the quarterly payments due on or before December 31, 2020 and March 31, 2021. The amendment also added a provision to increase the interest rate from 7.5% to 12.5% (or the maximum allowable by law, whichever is less) in the event of default by Glycosyn. (b) Allonnia Series A Preferred Unit Financing In January 2021, Allonnia issued an additional 22,500 Series A Preferred Units for aggregate proceeds of $0.2 million and closed their Series A Preferred Unit financing. As a result, the Company received 1,867,411 common units in Allonnia for total consideration of $12.7 million. (c) Arcaea LLC (“Arcaea”, FKA Kalo Ingredients LLC) In March 2021, Arcaea, LLC (“Arcaea”) was formed to focus on the application of synthetic biology in the personal care products industry. In March 2021, the Company entered into (i) an IP Property Contribution Agreement (“Arcaea IP Agreement”) that granted Arcaea a license to certain of the Company’s intellectual property, (ii) a Technical Development Agreement (“Arcaea TDA”) that establishes the terms under which the Company will provide technical development services, and (iii) a Common Unit Issuance Agreement (“Arcaea CUIA”) which compensates the Company for its intellectual property contribution and increases Arcaea’s access to the Company’s intellectual property in exchange for more common units. Under the Arcaea IP Agreement, the Company licensed intellectual property to Arcaea for use in the development or the production of its products that the parties will subsequently agree to develop under TDPs. The license rights provide Arcaea with the ability to commercialize the specified products from the corresponding strain or enzyme, which can only be developed by the Company under the Arcaea TDA. In return for the license to the intellectual property, Arcaea has agreed to issue the Company up to 9,000,000 common units in accordance with certain terms and conditions set forth within the agreements. Upon execution, the Company was issued 1,755,000 common units under the Arcaea CUIA and any additional units will be determined based on the additional closings of the Series A Preferred Units which will be completed within of execution of the Arcaea CUIA. Under the Arcaea TDA, the parties jointly agree on TDPs for specific strains and enzymes in which the Company will perform agreed upon development services in return for consideration on a cost-plus basis for all services provided. (d) 2014 Plan Increase In March 2021, the board of directors approved an increase to the aggregate number of shares reserved for issuance under the 2014 Plan of 39,960,420 shares, raising the total aggregate number of shares reserved for issuance under the 2014 Plan from 130,759,452 to 170,719,873. (e) Parcel O Lease Agreement In April 2021, the Company entered into a lease consisting of approximately 152,000 square feet of office and laboratory space being developed in Boston, Massachusetts. The lease commencement date is estimated to be June 1, 2024, subject to certain extensions, and expires on the fifteenth anniversary of the lease commencement date. Annual base rent for the first lease year will be approximately $12.9 million, subject to annual rent increases over the term of the lease. The lease includes one option to extend the lease for ten years at then-market rates, subject to certain adjustments, and will be secured by a letter of credit of $9.1 million. (f) Acquisition of Dutch DNA Biotech B.V. In April 2021, the Company entered into a definitive Share Sale and Purchase Agreement (“Purchase Agreement”) earn-out earn-out (g) Agreement and Plan of Merger On May 11, 2021, the Company and Soaring Eagle Acquisition Corp. (“SRNG”) entered into an agreement and plan of merger (the “Merger Agreement”) under which Merger Sub, a newly formed subsidiary of SRNG, will be merged with and into Ginkgo with Ginkgo surviving the merger as a wholly owned subsidiary of SRNG (the “Business Combination”). As a result of the proposed merger, SRNG will be renamed “Ginkgo Bioworks Holdings, Inc.” (“New Ginkgo”). Concurrently with the execution of the Merger Agreement, SRNG entered into subscription agreements with certain accredited investors, pursuant to which, among other things, they agreed to purchase immediately prior to the closing of the Business Combination, an aggregate of 77,500,000 shares of SRNG’s Class A common stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $775 million (the “PIPE Financing”). Subject to the terms of the Merger Agreement, immediately prior to the effective time of the Business Combination (the “Effective Time”), (i) Ginkgo will effect a recapitalization such that Ginkgo’s authorized capital stock shall consist solely of Ginkgo Class A common stock and Ginkgo Class B common stock and (ii) as of the Effective Time (a) each share of Ginkgo’s Class A common stock or Class B common stock issued and outstanding immediately prior to the Effective Time (including as a result of the automatic exercise of Ginkgo Warrants (defined below) by virtue of the occurrence of the Business Combination pursuant to the terms of such warrants) shall be converted into a share of Class A common stock or Class B common stock, as applicable, of New Ginkgo common stock, calculated, in each case, based on the equity value exchange ratio as set forth in the Merger Agreement, (b) each option exercisable for Class A common stock or Class B common stock of Ginkgo that is outstanding immediately prior to the Effective Time will be assumed and converted into a newly issued option exercisable for shares of Class A common stock or Class B common stock, as applicable, of New Ginkgo (subject to the same terms and conditions as the original Ginkgo option and with appropriate adjustments to the number of shares for which such option is exercisable and the exercise price thereof), (c) each award of restricted common stock of Ginkgo under Ginkgo’s stock incentive plans (a “Ginkgo Restricted Stock Award”) that is outstanding immediately prior to the Effective Time will be converted into the right to receive restricted common stock of New Ginkgo on the same terms and conditions as applicable to such Ginkgo Restricted Stock Award, (d) each award of restricted stock units of Ginkgo under Ginkgo’s stock incentive plans (a “Ginkgo Restricted Stock Unit Award”) that is outstanding immediately prior to the Effective Time will be converted into the right to receive restricted stock units based on common stock of New Ginkgo on the same terms and conditions as applicable to such Ginkgo Restricted Stock Unit Award and with appropriate adjustments to the number of shares to which each such restricted stock unit relates, and (e) each warrant to purchase shares of Ginkgo capital stock (a “Ginkgo Warrant”) that is outstanding immediately prior to the Effective Time and is not automatically exercised in full in accordance with its terms by virtue of the occurrence of the Business Combination will be assumed and converted into a warrant exercisable for Class A common stock of New Ginkgo (each, a “New Ginkgo assumed warrant”) on the same terms and conditions as applicable to such Ginkgo Warrant immediately prior to the effective time of the Business Combination, with appropriate adjustments to the number of shares for which such New Ginkgo assumed warrant is exercisable and the exercise price thereof. Completion of the PIPE Financing and Business Combination is subject to approval of SRNG stockholders, Company stockholders and the satisfaction or waiver of certain other customary closing conditions. The approvals from SRNG stockholders and Company stockholders are expected in the third quarter of 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial reporting. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and stockholders’ equity for the interim periods reported, but are not necessarily indicative of the results to be anticipated for the full year 2021 or any future period. The Business Combination was accounted for as a reverse recapitalization, in accordance with U.S. 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 determination of Old Ginkgo as the accounting acquirer was primarily based on the fact that Old Ginkgo’s former shareholders currently have the largest voting interest in New Ginkgo, all of the management of New Ginkgo is comprised of Old Ginkgo’s former executive management, Old Ginkgo’s former directors and individuals designated by, or representing, Old Ginkgo shareholders constitute a majority of the initial New Ginkgo Board, and the operations of Old Ginkgo comprise all of the ongoing operations of New Ginkgo. 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, prior to the Reverse Recapitalization, have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019, and the notes thereto, included in the Company’s prospectus on Form 424(b)(3) as filed with the SEC on September 17, 2021. The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements are consistent with those described in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s prospectus on Form 424(b)(3) as filed with the SEC on September 17, 2021. | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). All adjustments, consisting of normal recurring adjustments, necessary for a fair presentation have been included . |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that (i) the Company is no longer an emerging growth company or (ii) the Company affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and consolidated variable interest entities in which the Company has a controlling financial interest and is the primary beneficiary. Wholly owned subsidiaries include Ginkgo Bioworks, Inc., Ginkgo Bioworks Netherlands B.V., Ginkgo Bioworks Securities Corporation, Gen9, Inc. and Stegodon Corporation. The Company has a controlling financial interest in Cooksonia, LLC (“Cooksonia”), which is the holding entity for the Company’s investment in Joyn Bio, LLC (“Joyn”), and a controlling financial interest in Ayana Bio, LLC and Verb Biotics, LLC. All intercompany accounts and transactions have been eliminated. | Principles of Consolidation The Company’s wholly owned subsidiaries include Ginkgo Bioworks Security Corporation (“GBSC”), Gen9, Inc. (“Gen9”) and Stegodon Corporation, which, along with Ginkgo Bioworks, Inc., were incorporated under the laws of the State of Delaware. The Company also has a controlling financial interest in Cooksonia, LLC (“Cooksonia”) which is the holding entity for the Company’s investment in Joyn Bio, LLC (“Joyn”). The accompanying consolidated financial statements reflect the Company’s operations and those of subsidiaries in which the Company has a controlling financial interest. All intercompany accounts and transactions have been eliminated. |
Variable Interest Entities | Variable Interest Entities The Company evaluates its variable interests in variable interest entities (“VIE”) and consolidates VIEs when the Company is the primary beneficiary. The Company determines whether it is the primary beneficiary of each VIE based on its assessment of whether the Company possesses both (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses that could be significant to the VIE or the right to receive benefits that could be significant to the VIE. The Company reevaluates the accounting for its VIEs upon the occurrence of events that could change the primary beneficiary conclusion. As of December 31, 2020 and 2019, the maximum risk of loss related to the Company’s VIEs was limited to the carrying value of its investment in such entities. | |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions used in the preparation of these condensed consolidated financial statements include, among others, the fair value of equity instruments and equity awards, revenue recognition, the fair value of loans receivable, the fair value of certain investments, including equity method investments, the fair value of warrant liabilities, accrued expenses, and income taxes. The Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances. Reported amounts and disclosures reflect the overall economic conditions that management believes are most likely to occur, and the anticipated measures management intends to take. Actual results could differ materially from those estimates. All revisions to accounting estimates are recognized in the period in which the estimates are revised. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions used in preparation of these consolidated financial statements include, among others, those related to the fair value of equity instruments and equity awards, revenue recognition, the fair value of loans receivable, the fair value of certain investments, including equity method investments, accrued expenses, and income taxes. The Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances. Reported amounts and disclosures reflect the overall economic conditions that management believes are most likely to occur, and the anticipated measures management intends to take. Actual results could differ materially from those estimates. All revisions to accounting estimates are recognized in the period in which the estimates are revised. |
Segment Information | Segment Information The Company and the Chief Operating Decision Maker (“CODM”), which is comprised of the Chief Executive Officer and the Chief Operating Officer, view the Company’s operations and manage the business as a single operating segment. Strategic decisions are managed centrally, and consistent with this decision-making process, the CODM uses consolidated financial information for purposes of evaluating performance, allocating resources, as well as forecasting future period financial results. The majority of the Company’s long-lived assets are held in the United States. For the year ended December 31, 2020, two customers, both of which were related parties, accounted for 27.1% and 12.3%, respectively, of the Company’s total revenue. No other customers exceeded more than 10% of the Company’s total revenue during the year ended December 31, 2020. For the year ended December 31, 2019, three customers that were related parties and one customer that was not a related party accounted for 35.0%, 17.3%, 11.5% and 13.5%, respectively, of the Company’s total revenue. No other customers exceeded more than 10% of the Company’s total revenue during the year ended December 31, 201 9. | |
Concentration of credit risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, and loans receivable. The Company’s cash and cash equivalents are maintained in bank deposit accounts and money market funds, which, at times, may exceed federally insured limits. The Company believes that it is not exposed to significant credit risk as its deposits are held in financial institutions in the United States that management believes to be of high credit quality. The Company’s loans receivable are comprised of both collateralized convertible notes, which limits the Company’s credit risk, and uncollateralized convertible notes. The Company’s accounts receivable primarily consist of amounts owed under its license and collaboration agreements and its Biosecurity product and service offering. The Company has not experienced any material write-offs related to its accounts receivable since inception. | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, and loans receivable. The Company’s cash is maintained in bank deposit accounts and money market funds, which, at times, may exceed federally insured limits. The Company believes that it is not exposed to significant credit risk as its deposits are held in financial institutions in the United States that management believes to be of high credit quality. The Company’s loans receivable are comprised of both collateralized convertible notes, which limits the Company’s credit risk, as well as uncollateralized convertible notes. The Company’s accounts receivable primarily consists of amounts owed under its license and collaboration agreements. The Company has not experienced any material write-offs related to its accounts receivable since inception. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market accounts. The carrying value of the Company’s cash and cash equivalents approximate fair value due to their short-term maturities. | |
Restricted Cash | Restricted Cash Restricted cash primarily includes 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. Restricted cash is included in other non-current | Restricted Cash Restricted cash primarily includes cash balances collateralizing letters of credit associated with leases for the Company’s facilities and is included in other non-current |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable consists of credit extended to customers in the normal course of business and is reported at the estimated net realizable value. Accounts receivable includes unbilled amounts that have been recognized in revenue but have not yet been invoiced based on timing differences and the terms of the underlying arrangements. The Company maintains an allowance for doubtful accounts to provide for the estimated amounts of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. The Company re-evaluates | |
Inventory, net | Inventory, net Inventory mainly consists of diagnostic testing kits purchased from suppliers, testing program supplies and the costs of assembling sample collection kits. Finished goods inventory for lateral flow assay (“LFA”) and polymerase chain reaction (“PCR”) tests are valued at the lower of cost or net realizable value using the first-in first-out | Inventory, net Inventory mainly consists of diagnostic testing kits purchased from suppliers. The Company values inventory at the lower of cost or net realizable value using the first-in first-out |
Loans Receivable | Loans Receivable The Company has elected the fair value option under ASC 825, Financial Instruments | |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term with respect to leasehold improvement assets. Estimated lives of property and equipment are as follows: Estimated Useful Life Computer equipment and software 2 to 5 years Furniture and fixtures 7 years Lab equipment 1 to 5 years Facilities 15 to 30 years Leasehold improvements Shorter of useful life or Expenditures for maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any resulting gain or loss is reflected in other income, net in the Consolidated Statements of Operations and Comprehensive Loss. Construction in progress relates to assets which have not been placed in service as of period end. Facilities relate to assets acquired under the Company’s build-to-suit build-to-suit | |
Equity Method Investments | Equity Method Investments The Company utilizes the equity method to account for its investments in common stock, or in-substance For investments with a substantive profit-sharing agreement, the Company utilizes the Hypothetical Liquidation at Book Value (“HLBV”) method to allocate income and losses from the equity method investment. Under the HLBV method, the Company utilizes the capital account at the end of the period assuming the book value of the entity was liquidated or sold minus the same calculation at the beginning of the period. The difference is the share of earnings or losses attributable to the equity method investment. Under the equity method, if there is a commitment for the Company to fund the losses of its equity method investees, the Company would continue to record its share of losses resulting in a negative equity method investment, which would be presented as a liability on the Condensed Consolidated Balance Sheets. Commitments may be explicit and may include formal guarantees, legal obligations, or arrangements by contract. Implicit commitments may arise from reputational expectations, intercompany relationships, statements by the Company of its intention to provide support, a history of providing financial support or other facts and circumstances. When the Company has no commitment to fund the losses of its equity method investees, the carrying value of its equity method investments will not be reduced below zero. The Company had no commitment to fund additional losses of its equity method investments during the three and nine months ended September 30, 2021 and 2020. The Company evaluates its equity method investments for impairment whenever events or circumstances indicate that the carrying value of the investment may not be recoverable. The Company considers the investee’s financial position, forecasts and economic outlook, and the estimated duration and extent of losses to determine whether a recovery is anticipated. An impairment that is other-than-temporary is recognized in the period identified. The Company has not recognized an impairment loss related to its equity method investments for the three and nine months ended September 30, 2021 and 2020. The Company may elect the fair value option for its equity method investments on an investment-by-investment | Equity Method Investments The Company utilizes the equity method to account for its investments in common stock, or in-substance For investments with a substantive profit-sharing agreement, the Company utilizes the Hypothetical Liquidation at Book Value (“HLBV”) method to allocate income and losses from the equity method investment. Under the HLBV method, the Company utilizes the capital account at the end of the period assuming the book value of the entity was liquidated or sold minus the same calculation at the beginning of the period. The difference is the share of earnings or losses attributable to the equity method investment. Under the equity method, if there is a commitment for the Company to fund the losses of its equity method investees, the Company would continue to record its share of losses resulting in a negative equity method investment, which would be presented as a liability on the Consolidated Balance Sheets. Commitments may be explicit and may include formal guarantees, legal obligations, or arrangements by contract. Implicit commitments may arise from reputational expectations, intercompany relationships, statements by the Company of its intention to provide support, a history of providing financial support or other facts and circumstances. When the Company has no commitment to fund the losses of its equity method investees, the carrying value of its equity method investments will not be reduced below zero. The Company had no commitment to fund additional losses of its equity method investments during the years ended December 31, 2020 and 2019. The Company evaluates its equity method investments for impairment whenever events or circumstances indicate that the carrying value of the investment may not be recoverable. The Company considers the investee’s financial position, forecasts and economic outlook, and the estimated duration and extent of losses to determine whether a recovery is anticipated. An impairment that is other-than-temporary is recognized in the period identified. The Company has not recognized an impairment loss relative to its equity method investments for the years ended December 31, 2020 and 2019. The Company may elect the fair value option for its equity method investments on an investment-by-investment |
Investments | Investments Investments include warrants and non-marketable The Company has elected to account for the warrants using the fair value option. Subsequent changes in fair values are presented as a component of loss on investments in the Consolidated Statements of Operations and Comprehensive Loss. Investments in non-marketable | |
Fair Value Measurements | Fair Value Measurements The Company categorizes its assets and liabilities measured at fair value in accordance with the authoritative accounting guidance that establishes a consistent framework for measuring fair value and requires disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. ASC 820, Fair Value Measurement ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1- • Level 2- • Level 3- To the extent that the valuation is based on models or inputs that are either less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company valued its money market fund holdings, loans receivable, and certain equity method investments and investments accounted for pursuant to the fair value option on a recurring basis. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company has not recognized any impairment losses during the years ended December 31, 2020 and 2019. | |
Intangible Assets, net | Intangible Assets, net Intangible assets, net consist of certain definite-lived assets including patents, processes and know-how The Company reviews intangible assets for impairment whenever events or changes in circumstances have occurred which could indicate that the carrying value of the assets are not recoverable. Recoverability is measured by comparing the carrying value of the intangible assets to the future undiscounted cash flows expected to be generated by the asset. In determining the expected future cash flows, the Company uses assumptions believed to be reasonable, but which are unpredictable and inherently uncertain. Actual future cash flows may differ from the estimates used in impairment testing. The Company recognizes an impairment loss when and to the extent that the estimated fair value of an intangible asset is less than its carrying value. The Company has not recognized an impairment loss for the years ended December 31, 2020 and 2019. | |
Goodwill | Goodwill Goodwill represents the excess of acquisition cost over the fair market value of the net assets acquired. The Company assesses the carrying value of goodwill for impairment on at least an annual basis, the assessment of which requires significant judgment. The Company first considers qualitative factors that indicate impairment may have occurred. Such indicators may include deterioration in economic conditions, adverse market conditions, technological obsolescence, other factors that are indicative of negative or declining cash flows, or an increase in costs over multiple periods in excess of those already factored into the fair value assessment. If the qualitative assessment indicates a reduction in the carrying value is more likely than not to have occurred, the Company performs a quantitative assessment, comparing the fair value of the reporting unit to its carrying value, including goodwill. In the Company’s case, the entire organization represents a single reporting unit. If the carrying value of the reporting unit exceeds the fair value, an impairment has occurred, and an impairment loss is recognized. The fair value of the reporting unit is primarily determined based on the income approach. The income approach is a valuation technique in which fair value is based on the forecasted future cash flows, discounted at the appropriate rate of return commensurate with the risk as well as current rates of return for equity and debt capital as of the valuation date. The Company has not recognized an impairment loss for the years ended December 31, 2020 and 2019. | |
Deferred Rent | Deferred Rent Deferred rent consists of the difference between cash paid and rent expense recognized on a straight-line basis for the facilities that the Company occupies under operating leases. The Company classifies the current portion of the deferred rent balance as a component of accrued expenses and other current liabilities on the Consolidated Balance Sheets. | |
Treasury Stock | Treasury Stock The Company recorded repurchases of common stock at cost in treasury stock, which is presented as a reduction to stockholders’ equity in the Consolidated Statements of Stockholders’ Equity. When the repurchase price of treasury stock exceeded the fair value of the common stock, the Company recognized the incremental amount as compensation expense in the Consolidated Statements of Operations and Comprehensive Loss. During the year ended December 31, 2019, all shares of treasury stock were returned to authorized and unissued shares of common stock and no shares of common stock remained in treasury as of December 31, 2020 and 2019. | |
Revenue Recognition | Revenue Recognition Biosecurity Revenue In 2020, the Company launched its commercial offering of COVID-19 end-to-end COVID-19 K-12 COVID-19 end-to-end end-to-end COVID-19 web-based Revenue from Contracts with Customers Product revenue is recognized when the test kits are shipped and risk of loss is transferred to the carrier. The Company’s test kits are generally not subject to a customer right of return except for product recalls under the rules and regulations of the U.S. Food and Drug Administration (“FDA”). The Company has elected to include shipping and handling fees billed to customers as a component of Biosecurity revenue. Service revenue from the Company’s end-to-end COVID-19 web-based Other than as noted herein, there were no other changes to the Company’s revenue recognition policy since the date of the audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s prospectus on Form 424(b)(3) as filed with the SEC on September 17, 2021. | Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers Foundry Revenue The Company generates license and service revenue through the execution of license and collaboration agreements whereby customers obtain license rights to the Company’s proprietary technology and intellectual property for use in the research, development and commercialization of engineered organisms, and derived products. Under these agreements, the Company typically provides research and development services, which includes the provision of a license to the Company’s intellectual property. Additionally, the customer obtains license rights to the output of the Company’s services in order to commercialize the resulting output of such services. Generally, the terms of these agreements provide that the Company receives some combination of: (1) Foundry usage fees in the form of (i) upfront payments upon consummation of the agreement or other fixed payments, (ii) reimbursement for costs incurred for research and development services and (iii) milestone payments upon the achievement of specified technical criteria, plus (2) downstream value share payments in the form of (iv) milestone payments upon the achievement of specified commercial criteria, (v) royalties on sales of products from or comprising engineered organisms arising from the collaboration or licensing agreement and (vi) royalties related to cost of goods sold reductions realized by customers. The Company’s collaboration and licensing agreements often contain multiple promises, including (i) licenses and assignments of intellectual property and materials and (ii) research and development services, and the Company determines whether each of the promises is a distinct performance obligation based on the nature of each agreement. As the Company is generally performing research and development services that are highly integrated and interrelated to the licenses and assignments of intellectual property and materials, the promises are generally inseparable. As such, the Company typically combines the research and development services, licenses, and assignments into a single performance obligation. However, for certain agreements, the Company only grants licenses or effects such transfers and assignments upon the successful completion of the research and development services or delivery of a developed product. For these agreements, the Company typically considers (i) the research and development services and (ii) the licenses, transfers, and assignments as distinct performance obligations, as each is transferred separately and has a separately identifiable benefit. Options to acquire additional goods and services are evaluated to determine if such options provide a material right to the counterparty that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer which is accounted for as a separate contract upon the counterparty’s election. At contract inception, the Company determines the transaction price, including fixed consideration and any estimated amounts of variable consideration. Any upfront cash payment received upon consummation of the agreement is fixed and generally non-refundable. non-cash non-cash non-cash For agreements with promises that are combined into a single performance obligation, the entire transaction price is allocated to the single performance obligation. For agreements with multiple performance obligations, the transaction price is allocated to the performance obligations using the relative standalone selling price methodology. For agreements featuring variable consideration, the Company allocates variable consideration to one or more, but not all, performance obligations if certain conditions are met. Specifically, the Company assesses whether the variable consideration relates solely to its efforts to satisfy the performance obligation and whether allocating such variable consideration entirely to the performance obligation is consistent with the overall allocation objective. If these conditions are not met, the Company allocates the variable consideration based on the relative standalone selling price methodology. The key assumptions utilized in determining the standalone selling price for each performance obligation include development timelines, estimated research and development costs, commercial markets, likelihood of exercise (in the case of options considered to be material rights), and probabilities of success. For agreements where the licenses or assignments are considered separate performance obligations or represent the only performance obligation, the Company recognizes revenue at the point in time that the Company effectively grants the license as the licenses or assignments represent functional intellectual property. For agreements where the licenses and the research and development services represent a combined performance obligation, the Company recognizes revenue over the period of performance based on costs incurred to date as compared to total estimated costs. The Company evaluates its measure of progress to recognize revenue at each reporting period and, as necessary, adjusts the measure of performance and related revenue recognition. The Company’s measure of performance and revenue recognition involves significant judgment and assumptions, including, but not limited to, estimated costs and timelines to complete its performance obligations. The Company evaluates contract modifications and amendments to determine whether any changes should be accounted for prospectively or on a cumulative catch-up Royalties received under the agreements are recognized as revenue when sales have occurred as the Company applies the sales or usage-based royalties recognition constraint. The Company has determined the application of this exception is appropriate because the license granted in the agreement is the predominant item to which the royalties relate. As the Company receives upfront payments for technical services under certain of its arrangements, the Company evaluates whether any significant financing components exist given the term over which the fees will be earned may exceed one year. Based on the nature of the Company’s agreements, there are no significant financing components as the purpose of the upfront payment is not to provide financing, but rather to secure technical services, exclusivity rights, and Foundry capacity, or the timing of transfer of those goods or services is at the discretion of the customer. non-cash non-current Collaboration Arrangements For arrangements that do not represent contracts with a customer, the Company analyzes its collaboration transactions to assess whether they are within the scope of ASC 808, Collaborative Arrangements Biosecurity Revenue In 2020, the Company launched its commercial offering of COVID-19 COVID-19 end-to-end lateral flow assay (“LFA”) diagnostic test kits. The Company records service revenue from sales of its end-to-end COVID-19 web-based Product revenue from the sale of LFA diagnostic test kits is recognized when the test kits are shipped, and risk of loss is transferred to the carrier. The Company’s diagnostic test kits are generally not subject to a customer right of return except for product recalls under the rules and regulations of the FDA. The Company has elected to include shipping and handling fees billed to customers as a component of Biosecurity revenue. Service revenue from the Company’s end-to-end COVID-19 web-based |
Cost of Biosecurity Revenue | Cost of Biosecurity Revenue Cost of Biosecurity product revenue consists of costs associated with the sale of LFA diagnostic test kits, which includes costs paid to purchase test kits from third parties, as well as shipping, handling, and insurance costs. Cost of Biosecurity service revenue consists of costs associated with the provision of the Company’s end-to-end COVID-19 web-based | |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist of direct and indirect internal costs related to specific projects, acquired intellectual property deemed to be in-process | |
Patent Costs | Patent Costs The Company expenses all costs as incurred in connection with the filing, prosecution, maintenance, defense, and enforcement of patent applications, including direct application fees and related legal and consulting expenses. Patent costs are included in general and administrative expenses within the Consolidated Statements of Operations and Comprehensive Loss. | |
Stock-Based Compensation | Stock-Based Compensation For awards granted prior to the Business Combination, the Company utilized the hybrid method to estimate the value of its common stock underlying its stock-based awards. The hybrid method is a probability-weighted expected return method (“PWERM”) where the equity value in at least one scenario is allocated using an option pricing method (“OPM”). For the period from January 2020 through July 2020, when using the hybrid method the Company considered two scenarios: (i) a fully diluted scenario, in which the per-share The Company estimates the grant date fair value of stock option awards using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including fair value of common stock (for awards granted prior to the Business Combination), expected term, expected volatility, risk-free interest rate and expected dividend yield. The expected term was generally determined using the “simplified” method for “plain vanilla” options. The Company determined expected volatility using the historical volatility of the stock prices of similar publicly traded peer companies. The risk-free interest rate was based on the yield available on U.S. Treasury zero-coupon Other than as noted herein, there were no other changes to the Company’s stock-based compensation policy since the date of the audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s prospectus on Form 424(b)(3) as filed with the SEC on September 17, 2021. | Stock-Based Compensation The Company accounts for equity awards, including grants of restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and stock options in accordance with ASC 718, Compensation – Stock Compensation grant date fair values. The determination of grant date fair value of the RSAs and RSUs is calculated as the fair value of the underlying common stock, less any applicable purchase price. The Company estimates the fair value of its common stock using a hybrid method which uses market approaches to estimate the Company’s enterprise value. The hybrid method is a probability-weighted expected return method (“PWERM”) where the equity value in at least one scenario is allocated using an option pricing method (“OPM”). Under the PWERM, the value of the common stock is estimated based on an analysis of future values assuming various possible future liquidity events. The value of the common stock is based on the probability-weighted present value of expected future investment returns considering the possible outcomes and the rights and privileges of each class of equity. The future investment returns are discounted back to the valuation date at a risk-adjusted discount rate which is then weighted based on the probability of the respective outcome. Under the OPM, each class of stock is treated as a call option on the Company’s equity value, with exercise prices based on the liquidation preferences of the convertible preferred stock. Under this methodology, the common stock has value only if the funds available for distribution to the holders exceeds the value of the liquidation preferences of the convertible preferred stock at the time of the liquidity event. The Black-Scholes model is used to price the call options which includes assumptions for the time to liquidity and volatility of equity value. A discount for lack of marketability is then applied to the common stock value. For awards granted from August 2020 through December 31, 2020, when using the hybrid method, the Company considered two scenarios: (i) a scenario in which the conversion of the convertible preferred stock to common stock occurred through an initial public offering (“IPO”) or a merger with a special purpose acquisition company (“SPAC”) transaction, and (ii) a remain private scenario. In both scenarios, the Company estimated an equity value in a potential IPO or SPAC transaction based on the guideline public company method under a market approach. The Company then converted the estimated future value to present value using a risk-adjusted discount rate. In the IPO or SPAC transaction scenario, conversion of the convertible preferred stock to common stock was assumed. In the remain private scenario, equity value was allocated among the convertible preferred stock and common stock using the OPM. In addition to considering these two scenarios, the Company considered the prices paid for its common stock and Series B convertible preferred stock in secondary transactions and the Company included these prices in its weighted average conclusion of value. For awards granted from January 1, 2019 through July 2020, when using the hybrid method the Company considered two scenarios: (i) a fully diluted scenario, in which the per-share There are significant judgments and estimates inherent in determining the fair value of the common stock. These judgments and estimates include factors, both subjective and objective, including: (i) a discount for lack of marketability; (ii) external market data; (iii) historical activity by the Company in selling equity to outside investors; (iv) the Company’s stage of development; (v) rights and preferences of the Company’s equity securities that rank senior to common stock; and (vi) the likelihood of the various scenarios, among others. Changes to these assumptions could result in different fair values of common stock. The Company grants equity awards with both service-based and performance-based vesting conditions. For awards with service-based vesting conditions, the Company recognizes stock-based compensation expense over the requisite service period, which is generally the vesting period, on a straight-line basis. For awards with performance-based vesting conditions, the Company recognizes stock-based compensation only when achievement of the performance condition is deemed probable. The Company classifies stock-based compensation expense in the Consolidated Statements of Operations and Comprehensive Loss in the same manner in which the grantee’s payroll costs are classified or in which the grantee’s service payments are classified. The Company recognizes forfeitures as they occur. |
Income taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by considering several factors, including estimating the future taxable profits expected, estimating future reversals of existing taxable temporary differences, considering taxable profits in carryback periods, and considering prudent and feasible tax planning strategies. The Company accounts for uncertain tax positions using a more-likely-than-not | |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner | Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner |
Net Loss per Share | Net Loss per Share The Company follows the two-class two-class two-class two-class Basic net loss per share attributable to Ginkgo Bioworks, Inc. common stockholders is computed by dividing the net loss attributable to Ginkgo Bioworks, Inc. common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share attributable to Ginkgo Bioworks, Inc. common stockholders is computed by dividing the net loss attributable to Ginkgo Bioworks, Inc. common stockholders by the weighted average number of common shares outstanding for the period, including the effect of potentially dilutive common shares. For purposes of this calculation, outstanding options to purchase shares of common stock, unvested RSAs, unvested RSUs, unvested earnout shares and warrants to purchase Class A common stock are considered potentially dilutive common shares. Treasury stock is excluded from the weighted average number of common shares outstanding used in the calculation of basic and diluted net loss per share attributable to Ginkgo Bioworks, Inc. common stockholders. The Company has generated a net loss in all periods presented, therefore, basic and diluted net loss per share attributable to Ginkgo Bioworks, Inc. common stockholders is the same as the inclusion of the potentially dilutive securities would be anti-dilutive. Net loss and comprehensive loss attributable to Ginkgo Bioworks, Inc. stockholders was equal to net loss attributable to Ginkgo Bioworks, Inc. common stockholders in the periods presented. | |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities 2018-17”). 2018-17 2018-17 Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification right-of-use 2016-02 right-of-use right-of-use | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In November 2019, the FASB issued ASU No. 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606)—Codification Improvements—Share-Based Consideration Payable to a Customer 2019-08”), 2019-08 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement 2018-13”), 2018-13 In July 2017, the FASB issued ASU 2017-11 , Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception 2017-11”). 2017-11 In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 2018-18”). 2018-18 unit-of-account 2018-18 Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40) 2020-06”) paid-in if-converted In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force) 2020-01”). 2020-01 In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes ( “ 2019-12”). 2019-12 step-up 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities 2018-17”). 2018-17 In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016-13”). 2016-13 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), Amendments to the FASB Accounting Standards Codification right-of-use |
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. | |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process paid-in in-process paid-in | |
Warrant Liability | Warrant Liabilities The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 14) as liabilities. At the end of each reporting period, changes in fair value during the period are recognized as change in fair value of warrant liabilities on the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of (a) the exercise or expiration of the warrants or (b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in | |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is the U.S. dollar while the functional currency of the Company’s non-U.S. non-U.S. Foreign Currency Matters period-end |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of Net Proceeds from Business Combination | The following table summarizes the elements of the net proceeds from the Business Combination as of September 30, 2021 (in thousands): Cash—SRNG Trust and cash (net of redemptions) $ 857,747 Cash—PIPE Investment 760,000 Less: Payment of underwriter fees and other offering costs (106,838 ) Proceeds from Business Combination, net of offering costs paid at Closing 1,510,909 Less: Other offering costs included in accounts payable and accrued expenses at September 30, 2021 (1,280 ) Net proceeds from the Business Combination $ 1,509,629 |
Schedule of Business Combination Common Stock Shares Outstanding | The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the Business Combination: SRNG shares outstanding prior to the Business Combination 215,625,000 Less: redemption of SRNG shares prior to the Business Combination (86,725,312 ) Less: SRNG shares forfeited (11,534,052 ) Common stock of SRNG (1) 117,365,636 Shares issued pursuant to the PIPE Investment 76,000,000 Business Combination and PIPE Investment shares 193,365,636 Conversion of Old Ginkgo Series B preferred stock to common stock 203,346,152 Conversion of Old Ginkgo Series C preferred stock to common stock 228,641,430 Conversion of Old Ginkgo Series D preferred stock to common stock 302,464,716 Conversion of Old Ginkgo Series E preferred stock to common stock 170,227,108 Conversion of Old Ginkgo common stock (2) 387,016,194 Total shares of New Ginkgo common stock outstanding immediately following the Business Combination 1,485,061,236 (1) Includes 16,737,183 shares of Class A common stock, the Sponsor Earn-out (2) Excludes 283,396,094 shares of Class A and Class B common stock underlying rollover equity instruments (i.e., restricted stock units and stock options) and 259,440 shares of Class A and Class B common stock underlying unvested restricted stock awards. |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Asset Acquisition [Abstract] | |
Fair Value of Consideration Transferred | The following table summarizes the preliminary acquisition date fair value of the consideration transferred for Dutch DNA (in thousands): Cash $ 11,451 Fair value of Class A common stock 15,087 Contingent consideration 8,760 Total Dutch DNA consideration $ 35,298 |
Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary acquisition date fair values of assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash $ 387 Accounts receivable 149 Prepaid expenses and other current assets 170 Property, plant and equipment 234 Intangibles (1) 20,500 Goodwill (2) 15,177 Accounts payable (194 ) Accrued expenses and other current liabilities (137 ) Other non-current (988 ) Net assets acquired $ 35,298 (1) Estimated useful life of 15 years. (2) Non-deductible |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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, 2021 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 1,667,271 $ 1,667,271 $ — $ — Synlogic, Inc. common stock, included in investments 19,339 19,339 — — Synlogic, Inc. warrants, included in investments 7,772 — 7,772 — Cronos Group Inc. common stock, included in investments 7,660 — 7,660 — Loans receivable, included in prepaid expenses and other current assets 3,905 — — 3,905 Loans receivable, net of current portion 10,161 — — 10,161 Total assets $ 1,716,108 $ 1,686,610 $ 15,432 $ 14,066 Liabilities: Public Warrants, included in warrant liabilities $ 116,955 $ 116,955 $ — $ — Private Placement Warrants, included in warrant liabilities 95,980 — — 95,980 Contingent consideration, included in other non-current 8,737 — — 8,737 Total liabilities $ 221,672 $ 116,955 $ — $ 104,717 As of December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 372,537 $ 372,537 $ — $ — Synlogic, Inc. common stock, included in investments 13,696 13,696 — — Synlogic, Inc. warrants, included in investments 5,504 — 5,504 — Loans receivable, included in prepaid expenses and other current assets 2,268 — — 2,268 Loans receivable, net of current portion 13,298 — — 13,298 Total assets $ 407,303 $ 386,233 $ 5,504 $ 15,566 | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis (in thousands): As of December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 372,537 $ 372,537 $ — $ — Synlogic, Inc. common stock, included in equity method investments 13,696 13,696 — — Synlogic, Inc. warrant, included in investments 5,504 — 5,504 — Loans receivable, included in prepaid expenses and other current assets 2,268 — — 2,268 Loans receivable, net of current portion 13,298 — — 13,298 Total $ 407,303 $ 386,233 $ 5,504 $ 15,566 As of December 31, 2019 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 480,178 $ 480,178 $ — $ — Synlogic, Inc. common stock, included in equity method investments 16,359 16,359 — — Synlogic, Inc. warrant, included in investments 6,574 — 6,574 — Loan receivable, included in prepaid expenses and other current assets 1,106 — — 1,106 Loan receivable, net of current portion 3,724 — — 3,724 Total $ 507,941 $ 496,537 $ 6,574 $ 4,830 |
Schedule of Change in the Fair Value of the Warrant Liability | The following table provides a reconciliation of loans receivable measured at fair value using Level 3 significant unobservable inputs (in thousands): 2021 2020 Balance at January 1 $ 15,566 $ 4,830 Issuance of loans receivable — 400 Proceeds from loans receivable (304 ) (217 ) Change in fair value (1,196 ) 295 Balance at September 30 $ 14,066 $ 5,308 | The following table provides a reconciliation of all assets measured at fair value using Level 3 significant unobservable inputs (in thousands): Loans Receivable Balance as of December 31, 2018 $ 750 Issuance of loan receivable 4,994 Change in fair value (914 ) Balance as of December 31, 2019 $ 4,830 Purchase of loan receivable 10,000 Issuance of loans receivable 475 Proceeds from loans receivable (800 ) Change in fair value 1,061 Balance as of December 31, 2020 $ 15,566 |
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 dates: September 16, 2021 September 30, Exercise price $ 11.50 $ 11.50 Stock price $ 11.42 $ 11.59 Volatility 53.1 % 55.4 % Term 5 years 4.96 years Risk-free rate 0.84 % 0.98 % | |
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): 2021 Balance at January 1 $ Additions pursuant to the Business Combination 90,263 Change in fair value 5,717 Balance at September 30 $ 95,980 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of Prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2020 2019 Prepaid expenses $ 10,854 $ 2,553 Prepaid inventory 6,536 — Loans receivable 2,268 1,106 Other current assets 1,441 5,301 Prepaid expenses and other current assets $ 21,099 $ 8,960 |
Inventory, net (Tables)
Inventory, net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory, Net | Inventory, net consisted of the following (in thousands): As of As of 2021 2020 Finished goods $ 2,532 $ 2,756 Raw materials 828 — Work in process 163 — Less: Inventory reserve (49 ) (20 ) Inventory, net $ 3,474 $ 2,736 | Inventory, net consisted of the following (in thousands): As of December 31, 2020 2019 Finished goods $ 2,756 $ — Less: Inventory reserve (20 ) — Inventory, net $ 2,736 $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Property and Equipment Net | Property and equipment, net consisted of the following (in thousands): As of As of 2021 2020 Facilities $ 12,762 $ 12,762 Furniture and fixtures 4,302 2,165 Lab equipment 106,213 51,072 Computer equipment and software 9,822 6,204 Leasehold improvements 52,941 40,435 Construction in progress 10,459 42,575 Vehicles 41 — Total property and equipment 196,540 155,213 Less: Accumulated depreciation (53,836 ) (33,778 ) Property and equipment, net $ 142,704 $ 121,435 | Property and equipment, net consisted of the following (in thousands): As of December 31, 2020 2019 Facilities $ 12,762 $ 12,762 Furniture and fixtures 2,165 1,031 Lab equipment 51,072 38,093 Computer equipment and software 6,204 2,442 Leasehold improvements 40,435 29,369 Construction in progress 42,575 894 Total property and equipment 155,213 84,591 Less: Accumulated depreciation (33,778 ) (21,459 ) Property and equipment, net $ 121,435 $ 63,132 |
Investments and Equity Method_2
Investments and Equity Method Investments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 As of 2021 2020 Investments: Genomatica, Inc. preferred stock $ 55,000 $ 55,000 Synlogic, Inc. common stock 19,339 13,696 Synlogic, Inc. warrants 7,772 5,504 Cronos Group Inc. common stock 7,660 — Non-marketable 15,000 — Total $ 104,771 $ 74,200 Equity method investments (1) Joyn Bio, LLC $ 16,357 $ 28,924 Total $ 16,357 $ 28,924 (1) Equity method investments in Platform Ventures with a carrying value of zero as of September 30, 2021 and December 31, 2020 were excluded from the table. (Losses) gains on investments and equity method investments consisted of the following (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Loss) gain on investments: Synlogic, Inc. common stock $ (5,327 ) $ (64 ) $ 5,642 $ (3,551 ) Synlogic, Inc. warrants (2,140 ) (26 ) 2,268 (1,427 ) Cronos Group Inc. (4,901 ) — (4,901 ) — Total $ (12,368 ) $ (90 ) $ 3,009 $ (4,978 ) Loss on equity method investments: Joyn Bio, LLC $ (4,192 ) $ (237 ) $ (12,567 ) $ (2,151 ) Allonnia, LLC — — (12,698 ) — Arcaea LLC (35,459 ) — (47,356 ) — Total $ (39,651 ) $ (237 ) $ (72,621 ) $ (2,151 ) | Investments and equity method investments consisted of the following (in thousands): As of December 31, 2020 2019 Investments: Genomatica, Inc. preferred stock $ 55,000 $ 55,000 Synlogic, Inc. warrant 5,504 6,574 Total $ 60,504 $ 61,574 Equity method investments: Joyn Bio, LLC $ 28,924 $ 29,320 Synlogic, Inc. 13,696 16,359 Total $ 42,620 $ 45,679 Loss on investments and equity method investments consisted of the following (in thousands): Year Ended December 31, 2020 2019 Loss on investments: Synlogic, Inc. warrant $ (1,070 ) $ (7,797 ) Total $ (1,070 ) $ (7,797 ) Loss on equity method investments: Joyn Bio, LLC $ (396 ) $ (1,730 ) Glycosyn, LLC — (1,323 ) Synlogic, Inc. (2,663 ) (19,403 ) Allonnia, LLC — (24,480 ) Total $ (3,059 ) $ (46,936 ) |
Schedule of Unaudited Financial Information | As a result, the following table shows summarized unaudited financial information for Arcaea for the nine months ended September 30, 2021(1) (in thousands): Revenue $ — Total operating expenses $ (3,596 ) Loss from operations $ (3,596 ) Net loss $ (3,551 ) (1) Arcaea was founded in 2021, therefore, prior year comparative periods are not applicable. | The combined summarized financial information for the Company’s equity method investments, which includes Joyn, Synlogic, Inc. (“Synlogic”), Motif, Allonnia and Glycosyn consisted of the following (in thousands): As of December 31, 2020 2019 Assets $ 319,311 $ 397,280 Liabilities $ 42,441 $ 39,832 Year Ended December 31, 2020 2019 Revenue $ 545 $ 3,579 Total operating expenses $ (125,742 ) $ (134,444 ) Loss from operations $ (125,197 ) $ (130,865 ) Net loss $ (123,480 ) $ (125,290 ) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Goodwill | Goodwill consisted of the following (in thousands): Balances as of December 31, 2020 $ 1,857 Goodwill acquired in Dutch DNA acquisition 15,177 Currency translation adjustment (374 ) Balances as of September 30, 2021 $ 16,660 | |
Schedule of Intangible Assets | Intangible assets, net consisted of the following (in thousands): Weighted Gross Accumulated Net Balances as of September 30, 2021 Acquired developed technology 13.5 $ 25,509 $ (2,941 ) $ 22,568 Balances as of December 31, 2020 Acquired developed technology 6.0 $ 5,490 $ (2,196 ) $ 3,294 | Intangible assets, net consisted of the following (in thousands): Gross Accumulated Net Balances as of December 31, 2020 Acquired technology $ 5,490 $ (2,196 ) $ 3,294 Balances as of December 31, 2019 Acquired technology $ 5,490 $ (1,647 ) $ 3,843 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Summary of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2020 2019 Accrued compensation and benefits $ 3,037 $ 4,864 Accrued professional fees 6,381 4,398 Accrued financing costs — 3,380 Capital lease obligation 485 598 Accrued property and equipment 10,017 597 Accrued lab supplies 4,276 535 Accrued external research and development expenses 3,907 423 Other current liabilities 2,402 1,021 Accrued expenses and other current liabilities $ 30,505 $ 15,816 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future minimum lease payments under noncancelable operating lease agreements | Future minimum lease payments under noncancelable operating lease agreements, inclusive of payments for the lease financing obligations, as of December 31, 2020 are as follows (in thousands): Years Ending December 31, Minimum Lease Payments 2021 $ 16,688 2022 19,089 2023 21,205 2024 21,962 2025 22,497 Thereafter 79,647 Total $ 181,088 |
Summary of Future minimum lease payments under capital leases | Future minimum lease payments under capital leases as of December 31, 2020 are as follows (in thousands): Years Ending December 31, Minimum Lease Payments 2021 $ 500 2022 238 2023 102 2024 — 2025 — Thereafter — Total noncancelable payments $ 840 Less: Imputed interest expense (43 ) Present value of future minimum lease payments $ 797 |
Summary of Minimum purchase commitments under the collaboration agreement | Minimum purchase commitments under the collaboration agreement are as follows (in thousands): Contract Years Minimum Purchase Commitment October 1, 2019 - September 30, 2020 $ 10,000 October 1, 2020 - March 31, 2022 15,000 April 1, 2022 - March 31, 2023 14,000 April 1, 2023 - March 31, 2024 17,500 April 1, 2024 - March 31, 2025 17,500 Thereafter 35,000 Total $ 109,000 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of Common Stock Reserved for Future Issuances | The Company had the following shares of common stock reserved for future issuances: September 30, Stock options issued and outstanding 29,199,113 Restricted stock units outstanding 254,254,142 Shares available for grant under the 2021 Plan 200,386,956 Shares available for grant under the ESPP 20,000,000 Warrants to purchase Class A common stock 51,824,925 New Ginkgo Earn-out 188,865,133 Total common stock reserved for future issuances 744,530,269 | As of December 31, 2020 2019 Shares reserved for warrants to purchase common stock 1,020,187 1,020,187 Shares reserved for exercises of outstanding stock options under the 2008 Stock Incentive Plan 33,354,871 35,276,812 Shares reserved for vesting of restricted stock units under the 2014 Stock Incentive Plan 124,932,207 70,119,944 Shares reserved for issuances under the 2014 Stock Incentive Plan 4,783,479 18,122,760 Total common stock reserved for future issuances 164,090,744 124,539,703 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of Common Stock Reserved for Future Issuances | The Company had the following shares of common stock reserved for future issuances: September 30, Stock options issued and outstanding 29,199,113 Restricted stock units outstanding 254,254,142 Shares available for grant under the 2021 Plan 200,386,956 Shares available for grant under the ESPP 20,000,000 Warrants to purchase Class A common stock 51,824,925 New Ginkgo Earn-out 188,865,133 Total common stock reserved for future issuances 744,530,269 | As of December 31, 2020 2019 Shares reserved for warrants to purchase common stock 1,020,187 1,020,187 Shares reserved for exercises of outstanding stock options under the 2008 Stock Incentive Plan 33,354,871 35,276,812 Shares reserved for vesting of restricted stock units under the 2014 Stock Incentive Plan 124,932,207 70,119,944 Shares reserved for issuances under the 2014 Stock Incentive Plan 4,783,479 18,122,760 Total common stock reserved for future issuances 164,090,744 124,539,703 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Stock Option Activity | A summary of stock option activity for the nine months ended September 30, 2021 is presented below: Number Weighted Weighted Aggregate (1) (in years) (in thousands) Outstanding as of December 31, 2020 33,354,871 $ 0.02 3.20 $ 386,017 Granted 1,664,251 0.50 Exercised (4,225,189 ) 0.01 Forfeited (1,594,820 ) 0.02 Outstanding as of September 30, 2021 29,199,113 0.04 2.43 337,104 Exercisable as of September 30, 2021 29,129,682 $ 0.02 2.41 $ 337,092 (1) The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the common stock for those stock options that had exercise prices lower than the estimated fair value of the common stock as of September 30, 2021 and December 31, 2020. | A summary of stock option activity under the 2008 Plan is presented below: Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value(1) (in years) (in thousands) Outstanding as of December 31, 2019 35,276,812 $ 0.02 4.20 $ 79,915 Exercised (1,921,941 ) 0.02 Outstanding as of December 31, 2020 33,354,871 $ 0.02 3.20 $ 131,370 Exercisable as of December 31, 2020 33,354,871 $ 0.02 3.20 $ 131,370 (1) The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the common stock for those stock options that had exercise prices lower than the estimated fair value of the common stock as of December 31, 2020 and 2019. |
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, 2021 was $8.97 per share and was calculated using the following estimated assumptions: Nine Months Risk-free interest rate 0.11 % Expected dividend yield 0 % Expected volatility 88.6 % Expected term 0.96 | |
Summary of RSU Activity | A summary of the RSU activity during the nine months ended September 30, 2021 is presented below: Number of Weighted Nonvested as of December 31, 2020 124,932,207 $ 1.74 Granted 132,512,654 8.78 Forfeited (3,190,719 ) 3.97 Nonvested as of September 30, 2021 254,254,142 $ 5.38 | A summary of the RSU activity under the 2014 Plan is presented below: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of December 31, 2019 70,119,944 $ 0.99 Granted 57,184,567 2.68 Forfeited (2,372,304 ) 1.89 Nonvested as of December 31, 2020 124,932,207 $ 1.74 |
Summary of RSA Activity | A summary of the RSA activity during the nine months ended September 30, 2021 is presented below: Number of Weighted Nonvested as of December 31, 2020 419,049 $ 1.99 Vested (177,295 ) 1.99 Nonvested as of September 30, 2021 241,754 $ 1.99 | A summary of the RSA activity under the 2014 Plan is presented below: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of December 31, 2019 675,887 $ 1.99 Vested (256,838 ) 1.99 Nonvested as of December 31, 2020 419,049 $ 1.99 |
Summary of Stock-based Compensation | Stock-based compensation expense was allocated as follows (in thousands): Three Months Nine Months 2021 2020 2021 2020 Research and development $ 20 $ 21 $ 60 $ 66 General and administrative 107 97 14,704 292 Total $ 127 $ 118 $ 14,764 $ 358 | Stock-based compensation expense was allocated as follows (in thousands): Years Ended December 31, 2020 2019 Research and development $ 79 $ 64 General and administrative 397 707 Total $ 476 $ 771 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 Nine Months 2021 2020 2021 2020 Food and nutrition 19 % 27 % 22 % 36 % Industrial and environmental 12 % 27 % 17 % 27 % Agriculture 8 % 20 % 9 % 14 % Consumer and technology 52 % 15 % 34 % 15 % Other 9 % 11 % 18 % 8 % Total Foundry revenue 100 % 100 % 100 % 100 % The following table sets forth the percentage of revenue by geographic location based on total revenue: Three Months Nine Months 2021 2020 2021 2020 North America 97 % 91 % 96 % 93 % Rest of world 3 % 9 % 4 % 7 % Total revenue 100 % 100 % 100 % 100 % | The following table sets forth the percentage of Foundry revenues by industry based on total Foundry revenue: Year Ended December 31, 2020 2019 Food and nutrition 35 % 39 % Industrial and environmental 29 % 13 % Agriculture 13 % 18 % Consumer and technology 12 % 19 % Other 11 % 11 % Total 100 % 100 % The following table sets forth the percentage of revenue by geographic location based on total revenue: Year Ended December 31, 2020 2019 North America 95 % 95 % Rest of world 5 % 5 % Total 100 % 100 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Provision for Incomes Taxes | For the years ended December 31, 2020 and 2019, the loss before provision for incomes taxes consisted of the following (in thousands): Years Ended December 31, 2020 2019 Domestic $ (124,834 ) $ (119,835 ) Foreign — — Total $ (124,834 ) $ (119,835 ) |
Summary of Income Taxes Expenses Incurred During the Period | Years Ended December 31, 2020 2019 Income tax expense: Current federal income tax $ — $ — Current state income tax 26 22 Deferred federal income tax 581 — Deferred state income tax 1,282 — Income tax expense $ 1,889 $ 22 |
Summary of Reconciliation of the Statutory Corporate Income Tax Rate to the Effective Tax Rate | A reconciliation of income tax expense computed at the statutory corporate income tax rate to the effective income tax rate for the years ended December 31, 2020 and 2019 is as follows: Years Ended December 31, 2020 2019 Tax expense computed at the federal statutory rate 21.0 % 21.0 % State taxes 4.5 % 4.2 % Change in valuation allowance (31.3 %) (25.2 %) Equity investments (0.6 %) (5.7 %) Tax credits 4.8 % 4.4 % Non-deductible (0.2 %) (0.1 %) Other expenses 0.3 % 1.4 % Total income tax expense (1.5 %) 0.0 % |
Summary of Deferred Taxes Assets and Liabilities | The Company’s deferred tax assets and liabilities consist of the following (in thousands): Years Ended December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 91,467 $ 61,300 Tax credit carryforwards 20,338 14,443 Accrued expenses 1,265 390 Deferred revenue 28,590 29,575 Amortizable intangibles 4,198 3,218 Tenant allowance 2,206 2,174 Deferred tax assets before valuation allowance 148,064 111,100 Valuation allowance (143,827 ) (104,745 ) Deferred tax assets 4,237 6,355 Deferred tax liabilities: Equity-based compensation — (88 ) Property and equipment (830 ) (862 ) Basis differences (5,270 ) (5,405 ) Deferred tax liabilities (6,100 ) (6,355 ) Net deferred taxes $ (1,863 ) $ — |
Summary of Deferred Tax Assets Valuation Allowance | Activity in the deferred tax assets valuation allowance is summarized as follows (in thousands): Beginning of Additions Reductions/ End of Deferred tax assets valuation allowance: Year Ended December 31, 2020 $ 104,745 $ 39,082 $ — $ 143,827 Year Ended December 31, 2019 $ 74,511 $ 30,234 $ — $ 104,745 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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, 2021 2020 Warrants to purchase Class A common stock 51,824,925 1,013,708 Outstanding stock options 29,199,113 33,975,444 Unvested RSUs 254,254,142 125,586,745 Unvested RSAs 241,754 478,240 New Ginkgo and Sponsor earn-out 205,602,316 — 541,122,250 161,054,137 | 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, Inc. common stockholders for the periods indicated because including them would have been anti-dilutive: Year Ended December 31, 2020 2019 Warrants to purchase common stock 1,020,187 1,020,187 Outstanding stock options 33,354,871 35,276,812 Unvested RSUs 124,932,207 70,119,944 Unvested RSAs 419,049 675,887 |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Summary of Condensed Consolidated Balance Sheets | Significant related party transactions included in the Condensed Consolidated Balance Sheets are summarized below (in thousands): September 30, December 31, 2021 2020 Accounts receivable, net: Joyn $ 1 $ — Motif 3,750 2,403 Genomatica — 1,500 Allonnia 971 1,309 Synlogic — — Arcaea 1,328 — $ 6,050 $ 5,212 Deferred revenue, current and non-current: Joyn $ 5,595 $ 9,862 Motif 53,184 53,952 Genomatica 20,499 30,128 Allonnia 38,016 26,064 Synlogic 60 72 Arcaea 47,356 — Other equity investee 10,000 — $ 174,710 $ 120,078 | Related party transactions included in the Consolidated Balance Sheets, excluding the Company’s investments and equity method investments, are summarized below (in thousands): Joyn Motif Genomatica Allonnia Synlogic Total Balances as of December 31, 2020 Accounts receivable, net $ — $ 2,403 $ 1,500 $ 1,309 $ — $ 5,212 Prepaid expenses and other current assets $ 24 $ 232 $ — $ 13 $ — $ 269 Deferred revenue, current and non-current $ 9,862 $ 53,952 $ 30,128 $ 26,064 $ 72 $ 120,078 Balances as of December 31, 2019 Accounts receivable, net $ 163 $ 4,054 $ — $ — $ — $ 4,217 Deferred revenue, current and non-current $ 17,135 $ 62,513 $ 38,059 $ 24,480 $ 144 $ 142,331 |
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 Nine Months Ended 2021 2020 2021 2020 Foundry revenue: Joyn $ 1,515 $ 2,151 $ 4,267 $ 5,733 Motif 6,099 3,034 16,203 15,036 Genomatica 3,279 748 9,480 6,169 Allonnia 913 1,322 4,277 2,784 Synlogic 2 15 12 62 Arcaea 1,316 — 2,507 — $ 13,124 $ 7,270 $ 36,746 $ 29,784 | Related party transactions included in the Consolidated Statements Operations and Comprehensive Loss, excluding the losses on the Company’s investments and equity method investments, are summarized below (in thousands): Joyn Motif Genomatica Allonnia Synlogic Glycosyn Total For the Year Ended December 31, 2020 Foundry revenue $ 7,273 $ 20,798 $ 9,431 $ 4,960 $ 73 $ — $ 42,535 Other income, net $ 407 $ 314 $ — $ — $ — $ — $ 721 For the Year Ended December 31, 2019 Foundry revenue $ 9,349 $ 18,986 $ 6,248 $ — $ 17 $ 668 $ 35,268 Interest income $ — $ — $ — $ — $ — $ 163 $ 163 Other income, net $ 222 $ 42 $ — $ — $ — $ 1,530 $ 1,794 |
Summary of Related Party Transactions Included in the Changes in Operating Assets And Liabilities in the Consolidated Statements of Cash Flows | Related party transactions included in the changes in operating assets and liabilities in the Consolidated Statements of Cash Flows are summarized below (in thousands): Joyn Motif Genomatica Allonnia Synlogic Glycosyn Total For the Year Ended December 31, 2020 Accounts receivable, net $ 163 $ 1,651 $ (1,500 ) $ (1,309 ) $ — $ — $ (995 ) Prepaid expenses and other current assets $ (24 ) $ (232 ) $ — $ (13 ) $ — $ — $ (269 ) Deferred revenue, current and non-current $ (7,273 ) $ (8,561 ) $ (7,931 ) $ 1,584 $ (72 ) $ — $ (22,253 ) For the Year Ended December 31, 2019 Accounts receivable, net $ (54 ) $ (2,035 ) $ 8 $ — $ — $ (140 ) $ (2,221 ) Deferred revenue, current and non-current $ 5,719 $ 9 $ (2,232 ) $ — $ 144 $ (528 ) $ 3,112 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Lives of Property and Equipment | Estimated Useful Life Computer equipment and software 2 to 5 years Furniture and fixtures 7 years Lab equipment 1 to 5 years Facilities 15 to 30 years Leasehold improvements Shorter of useful life or |
Organization - Additional Infor
Organization - Additional Information (Detail) $ in Thousands | Sep. 16, 2021 | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Cash and cash equivalents | $ 1,739,056 | $ 380,801 | $ 471,057 | $ 495,287 | |
Proceeds from the business combination, net | 1,509,600 | ||||
Accumulated deficit | $ 697,269 | $ 467,878 | $ 341,269 | ||
Shares exchange ratio | 49.080452 | 49.080452 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2020USD ($)CustomerDay | Dec. 31, 2019USD ($)Customer | Sep. 30, 2021USD ($) | |
Deferred Offering Costs | $ 106,838,000 | ||
Impairments of investments | $ 0 | $ 0 | |
Impairment long lived asset held for use | 0 | 0 | |
Impairment of intangible assets finite lived | 0 | 0 | |
Goodwill impairment loss | 0 | 0 | |
Uncertain tax positions | $ 0 | $ 0 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||
Number of customers related parties over net sales ten percent benchmark | Day | 2 | ||
Number of Other customers over net sales ten percent benchmark | Customer | 0 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer Related Party One [Member] | |||
Concentration risk percentage | 27.10% | 35.00% | |
Number of Other customers over net sales ten percent benchmark | Customer | 3 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer Related Party Two [Member] | |||
Concentration risk percentage | 12.30% | 17.30% | |
Number of Other customers over net sales ten percent benchmark | Customer | 1 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer Related Party Three [Member] | |||
Concentration risk percentage | 11.50% | ||
Number of Other customers over net sales ten percent benchmark | Customer | 0 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer One [Member] | |||
Concentration risk percentage | 13.50% | ||
Additional Paid In Capital [Member] | |||
Deferred Offering Costs | $ 6,200,000 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions | Sep. 16, 2021USD ($)$ / sharesshares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares |
Business Acquisition [Line Items] | ||||
Shares exchange ratio | 49.080452 | 49.080452 | ||
Common stock per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Share-based compensation arrangement by share-based payment award vesting period | 30 days | |||
Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Share-based compensation arrangement by share-based payment award vesting period | 20 days | |||
New Ginkgo Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares exchange ratio | 49.080452 | |||
Common stock converted into option to purchase common stock | 49.080452 | |||
Earn out consideration | $ | $ 188.7 | |||
Common Class A [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock issued during period shares | shares | 16,737,183 | |||
Common stock per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Class A [Member] | 12.50 Then 25% [Member] | ||||
Business Acquisition [Line Items] | ||||
Share price | $ 12.50 | |||
Share-based compensation arrangement by share-based payment award vesting rights, percentage | 25.00% | |||
Common Class A [Member] | 15.00 Then 25% [Member] | ||||
Business Acquisition [Line Items] | ||||
Share price | $ 15 | |||
Share-based compensation arrangement by share-based payment award vesting rights, percentage | 25.00% | |||
Common Class A [Member] | 17.50 Then 25% [Member] | ||||
Business Acquisition [Line Items] | ||||
Share price | $ 17.50 | |||
Share-based compensation arrangement by share-based payment award vesting rights, percentage | 25.00% | |||
Common Class A [Member] | 20.00 Then 25% [Member] | ||||
Business Acquisition [Line Items] | ||||
Share price | $ 20 | |||
Share-based compensation arrangement by share-based payment award vesting rights, percentage | 25.00% | |||
Common Class A [Member] | New Ginkgo Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares forfeited | shares | 11,534,052 | |||
PIPE Investment [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock issued during period shares | shares | 76,000,000 | |||
PIPE Investment [Member] | Common Class A [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock issued during period shares | shares | 76,000,000 | |||
Shares issued price per share | $ 10 | |||
Stock issued during period, value, new issues | $ | $ 760 | |||
SRNG [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares issued price per share | $ 10 | |||
Stock issued during period, value, new issues | $ | $ 15.8 |
Business Combination - Summary
Business Combination - Summary of Net Proceeds from Business Combination (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Business Acquisition [Line Items] | |
Other offering costs | $ (106,838) |
Proceeds from Business Combination, net of offering costs paid at Closing | 1,510,909 |
Net proceeds from the Business Combination | 1,509,629 |
Accounts Payable and Accrued Expenses [Member] | |
Business Acquisition [Line Items] | |
Other offering costs | (1,280) |
SRNG [Member] | |
Business Acquisition [Line Items] | |
Cash and cash equivalents | 857,747 |
PIPE Investment [Member] | |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 760,000 |
Business Combination - Schedule
Business Combination - Schedule of Business Combination Common Stock Shares Outstanding (Details) - shares | Sep. 16, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Common Stock, Shares, Outstanding | 1,486,712,858 | 1,288,595,876 | 1,255,562,032 | |
Series B Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 203,346,152 | |||
Series C Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 228,641,430 | |||
Series D Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 302,464,716 | |||
Series E Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 170,227,108 | |||
Old Ginkgo Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Conversion of Stock, Shares Issued | 387,016,194 | |||
New Ginkgo Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Common Stock, Shares, Outstanding | 1,485,061,236 | |||
PIPE Investment [Member] | ||||
Business Acquisition [Line Items] | ||||
Common Stock, Shares, Outstanding | 193,365,636 | |||
Stock Issued During Period, Shares, New Issues | 76,000,000 | |||
SRNG [Member] | ||||
Business Acquisition [Line Items] | ||||
Common Stock, Shares, Outstanding | 215,625,000 | |||
Redemption Of Common Stock | (86,725,312) | |||
Common Stock Shares Forfeited | (11,534,052) | |||
SRNG [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Common Stock, Shares, Outstanding | 117,365,636 |
Business Combination - Schedu_2
Business Combination - Schedule of Business Combination Common Stock Shares Outstanding (Parenthetical) (Details) | Sep. 16, 2021shares |
Common Class A [Member] | |
Business Acquisition [Line Items] | |
Sponsor Earn Out Shares Included In Common Stock | 16,737,183 |
Common Class A [Member] | Restricted Stock Units (RSUs) [Member] | |
Business Acquisition [Line Items] | |
Common Stock Shares Excluded From Conversion | 283,396,094 |
Common Class A [Member] | Restricted Stock [Member] | |
Business Acquisition [Line Items] | |
Common Stock Shares Excluded From Conversion | 259,440 |
Common Class B [Member] | Restricted Stock Units (RSUs) [Member] | |
Business Acquisition [Line Items] | |
Common Stock Shares Excluded From Conversion | 283,396,094 |
Common Class B [Member] | Restricted Stock [Member] | |
Business Acquisition [Line Items] | |
Common Stock Shares Excluded From Conversion | 259,440 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) $ in Thousands | Jul. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||
Contingent consideration, included in other non-current liabilities | $ 20,000 | $ 20,000 | |||||
General and administrative expenses | $ 28,959 | $ 9,876 | $ 81,326 | $ 25,393 | $ 38,306 | $ 29,483 | |
Dutch DNA Biotech B.V. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of voting interests acquired | 100.00% | ||||||
Contingent consideration, included in other non-current liabilities | $ 20,000 | ||||||
Business acquisition, pro forma information, description | The acquisition was accounted for in accordance with ASC 805, Business Combinations. Dutch DNA’s results of operations have been included in the Condensed Consolidated Statements of Operations and Comprehensive Loss since the date of acquisition, which were not material. The Dutch DNA acquisition does not represent a material business combination, and therefore pro forma financial information is not provided. | ||||||
Acquisition-related Costs [Member] | Dutch DNA Biotech B.V. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
General and administrative expenses | $ 600 |
Acquisition - Summary of Acquis
Acquisition - Summary of Acquisition Date Fair Value of the Consideration Transferred (Details) - Dutch Dna Biotech BV [Member] $ in Thousands | Jul. 01, 2021USD ($) |
Asset Acquisition [Line Items] | |
Cash | $ 11,451 |
Contingent consideration | 8,760 |
Total Dutch DNA consideration | 35,298 |
Class A common stock [Member] | |
Asset Acquisition [Line Items] | |
Fair value | $ 15,087 |
Acquisition - Summary of acqu_2
Acquisition - Summary of acquisition date fair values of assets acquired and liabilities assumed (Details) - Dutch DNA Biotech B.V. [Member] $ in Thousands | Jul. 01, 2021USD ($) | |
Business Acquisition [Line Items] | ||
Cash | $ 387 | |
Accounts receivable | 149 | |
Prepaid expenses and other current assets | 170 | |
Property, plant and equipment | 234 | |
Intangibles | 20,500 | [1] |
Goodwill | 15,177 | [2] |
Accounts payable | (194) | |
Accrued expenses and other current liabilities | (137) | |
Other non-current liabilities | (988) | |
Net assets acquired | $ 35,298 | |
[1] | Estimated useful life of 15 years. | |
[2] | Non-deductible for tax purposes. |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | $ 212,935 | $ 0 | |
Contingent consideration, included in other non-current liabilities | 20,000 | ||
Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Receivables, Fair Value Disclosure | 10,161 | 13,298 | $ 3,724 |
Total assets | 1,716,108 | 407,303 | 507,941 |
Contingent consideration, included in other non-current liabilities | 8,737 | ||
Total liabilities | 221,672 | ||
Fair Value, Recurring [Member] | Common Stock [Member] | Synlogic, Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | 19,339 | 13,696 | 16,359 |
Fair Value, Recurring [Member] | Common Stock [Member] | Cronos Group Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | 7,660 | ||
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 | 7,772 | 5,504 | 6,574 |
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 | 3,905 | 2,268 | 1,106 |
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 | 1,667,271 | 372,537 | 480,178 |
Fair Value, Recurring [Member] | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Receivables, Fair Value Disclosure | |||
Total assets | 1,686,610 | 386,233 | 496,537 |
Contingent consideration, included in other non-current liabilities | 0 | ||
Total liabilities | 116,955 | ||
Fair Value, Recurring [Member] | Level 1 | Common Stock [Member] | Synlogic, Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | 19,339 | 13,696 | 16,359 |
Fair Value, Recurring [Member] | Level 1 | Common Stock [Member] | Cronos Group Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | |||
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 | |||
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 | |||
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 | 1,667,271 | 372,537 | 480,178 |
Fair Value, Recurring [Member] | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Receivables, Fair Value Disclosure | |||
Total assets | 15,432 | 5,504 | 6,574 |
Contingent consideration, included in other non-current liabilities | 0 | ||
Total liabilities | |||
Fair Value, Recurring [Member] | Level 2 | Common Stock [Member] | Synlogic, Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | |||
Fair Value, Recurring [Member] | Level 2 | Common Stock [Member] | Cronos Group Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | 7,660 | ||
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 | 7,772 | 5,504 | 6,574 |
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 | |||
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 | |||
Fair Value, Recurring [Member] | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Receivables, Fair Value Disclosure | 10,161 | 13,298 | 3,724 |
Total assets | 14,066 | 15,566 | 4,830 |
Contingent consideration, included in other non-current liabilities | 8,737 | ||
Total liabilities | 104,717 | ||
Fair Value, Recurring [Member] | Level 3 | Common Stock [Member] | Synlogic, Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | |||
Fair Value, Recurring [Member] | Level 3 | Common Stock [Member] | Cronos Group Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total included in investment | |||
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 | |||
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 | 3,905 | 2,268 | 1,106 |
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 | |||
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 95,980 | ||
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 | |||
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 | |||
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 | 95,980 | ||
Public Warrants [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 116,955 | ||
Public Warrants [Member] | Fair Value, Recurring [Member] | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 116,955 | ||
Public Warrants [Member] | Fair Value, Recurring [Member] | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | |||
Public Warrants [Member] | Fair Value, Recurring [Member] | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Conversion discount | 20.00% | 20.00% | |||
Volatility | 83.10% | 90.00% | 88.50% | ||
Discount Rate | 30.70% | 32.80% | |||
Contingent consideration, included in other non-current liabilities | $ 20 | $ 20 | |||
Maximum [Member] | |||||
Discount Rate | 9.00% | ||||
Milestone Percentage | 80.00% | ||||
Minimum [Member] | |||||
Discount Rate | 6.93% | ||||
Milestone Percentage | 10.00% | ||||
Promissory Note [Member] | |||||
Discount Rate | 15.00% | 15.00% | 15.00% | 15.00% | |
Promissory Note Maturity | 3 months | 1 year 2 months 12 days | 2 years 3 months 18 days | ||
Promissory Note [Member] | Maximum [Member] | |||||
Discount Rate | 85.00% | 85.00% | 40.00% | 40.00% | |
Promissory Note Maturity | 2 years 6 months | 3 years 6 months | |||
Promissory Note [Member] | Minimum [Member] | |||||
Discount Rate | 5.00% | 5.00% | 10.00% | 20.00% | |
Promissory Note Maturity | 1 year | 1 year | |||
Cronos Group Inc. [Member] | |||||
Total consideration | 1,467,490 |
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 | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||
Beginning balance warrant liabilities | $ 15,566 | $ 4,830 | $ 4,830 | $ 750 |
Purchase of loan receivable | 10,000 | |||
Issuance of loans receivable | 400 | 475 | 4,994 | |
Proceeds from loans receivable | (304) | (217) | (800) | |
Change in fair value | (1,196) | 295 | 1,061 | (914) |
Ending balance warrant liabilities | 14,066 | $ 5,308 | 15,566 | $ 4,830 |
Private Placement Warrants [Member] | ||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||
Beginning balance warrant liabilities | 0 | |||
Additions pursuant to the business combination | 90,263 | |||
Change in fair value | 5,717 | |||
Ending balance warrant liabilities | $ 95,980 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) - Fair Value, Inputs, Level 3 [Member] | Sep. 30, 2021yr | Sep. 16, 2021yr |
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 | 11.59 | 11.42 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 55.4 | 53.1 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 4.96 | 5 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0.98 | 0.84 |
Loans Receivable - Additional I
Loans Receivable - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Nov. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2021 | Oct. 31, 2018 | |
Debt Instrument [Line Items] | ||||||||
Fair Value Of Promissory Note | $ 4.5 | |||||||
Prepaid Expenses and Other Current Assets | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair Value Of Promissory Note | $ 3.7 | $ 3.7 | 2 | $ 1.1 | ||||
Glycosyn Promissory Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 10 | 5.4 | $ 5.7 | $ 0.2 | $ 10 | |||
Interest Rate | 7.50% | |||||||
Debt Instrument, maturity date | Dec. 31, 2021 | |||||||
Extended Maturity Date | Mar. 31, 2022 | |||||||
Unpaid Principal Amount | 5.4 | 5.4 | 5.3 | |||||
Fair Value Of Promissory Note | 4.5 | |||||||
Changes in fair value | 0.8 | 0.8 | 0.5 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4 | |||||||
Repayments of Debt | 0.8 | |||||||
Glycosyn Promissory Note | Foundry Terms Of Service Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 2.7 | |||||||
Glycosyn Promissory Note | Prepaid Expenses and Other Current Assets | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair Value Of Promissory Note | 3.7 | $ 3.7 | $ 2 | 4.8 | ||||
Glycosyn Promissory Note | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest Rate | 7.50% | |||||||
Glycosyn Promissory Note | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest Rate | 12.50% | |||||||
Access Bio Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 10 | |||||||
Interest Rate | 2.00% | |||||||
Periodic Payment | plus a 2% rate of return compounded annually | plus a 2% rate of return compounded annually | ||||||
Conversion Price | $ 10 | |||||||
Term | the Company has the option to cause Access Bio to repurchase, or Access Bio has the option to repurchase, a portion of the outstanding balance under the notes (up to the entire balance in the case of the Company’s option) at a price to ensure a 2% rate of return compounded annually. | the Company has the option to cause Access Bio to repurchase, or Access Bio has the option to repurchase, a portion of the outstanding balance under the notes (or up to the entire balance in the case of the Company’s option) at a price to ensure a 2% rate of return compounded annually. | ||||||
Conversion Ratio Precentage | 70.00% | |||||||
Access Bio Convertible Notes | Other (Expense) Income, Net | ||||||||
Debt Instrument [Line Items] | ||||||||
Changes in fair value | 4.9 | $ 0.5 | $ 0.7 | $ 0.9 | ||||
Access Bio Convertible Notes | Loans Receivable | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair Value Of Promissory Note | $ 10.2 | $ 10.2 | $ 10.7 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense and Other Assets, Current [Abstract] | |||
Prepaid expenses | $ 10,854 | $ 2,553 | |
Prepaid inventory | 6,536 | 0 | |
Loans receivable | 2,268 | 1,106 | |
Other current assets | 1,441 | 5,301 | |
Prepaid expenses and other current assets | $ 17,314 | $ 21,099 | $ 8,960 |
Inventory, net - Schedule of In
Inventory, net - Schedule of Inventory, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | |||
Finished goods | $ 2,532 | $ 2,756 | $ 0 |
Raw materials | 828 | 0 | |
Work in process | 163 | 0 | |
Less: Inventory reserve | (49) | (20) | 0 |
Inventory, net | $ 3,474 | $ 2,736 | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | $ 196,540 | $ 155,213 | $ 84,591 |
Less: Accumulated depreciation | (53,836) | (33,778) | (21,459) |
Property and equipment, net | 142,704 | 121,435 | 63,132 |
Facilities [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | 12,762 | 12,762 | 12,762 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | 4,302 | 2,165 | 1,031 |
Lab Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | 106,213 | 51,072 | 38,093 |
Computer Equipment and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | 9,822 | 6,204 | 2,442 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | 52,941 | 40,435 | 29,369 |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | 10,459 | 42,575 | $ 894 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | $ 41 | $ 0 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 12.6 | $ 9.6 |
Assets Held under Capital Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | 0.7 | 0.6 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Capital leased assets, gross | 3.3 | 3.3 |
Capital leased assets, accumulated depreciation | 2.4 | 2.4 |
Capital leased assets, Net | $ 1.7 | $ 1.7 |
Investments and Equity Method_3
Investments and Equity Method Investments - Additional Information (Detail) - shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Net Investment Income [Line Items] | |||
Shares held | 1,486,954,612 | 1,289,014,925 | 1,256,237,919 |
Synlogic [Member] | |||
Net Investment Income [Line Items] | |||
Shares held | 6,340,771 | 6,340,771 | |
Shares purchased | 2,548,117 |
Investments and Equity Method_4
Investments and Equity Method Investments - Schedule of Investments and Equity Method Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Net Investment Income [Line Items] | |||||
Investments | $ 104,771 | $ 74,200 | |||
Investments | 60,504 | $ 61,574 | |||
Equity method investments | 42,620 | 45,679 | |||
Genomatica, Inc. Preferred Stock [Member] | |||||
Net Investment Income [Line Items] | |||||
Investments | 55,000 | 55,000 | 55,000 | ||
Synlogic, Inc. Common Stock [Member] | |||||
Net Investment Income [Line Items] | |||||
Investments | 19,339 | 13,696 | |||
Synlogic, Inc. Warrant [Member] | |||||
Net Investment Income [Line Items] | |||||
Investments | 7,772 | 5,504 | 6,574 | ||
Cronos Group Inc. Common Stock [Member] | |||||
Net Investment Income [Line Items] | |||||
Investments | 7,660 | 0 | |||
Non Marketable Equity Securities [Member] | |||||
Net Investment Income [Line Items] | |||||
Investments | 15,000 | 0 | |||
Joyn Bio, LLC [Member] | |||||
Net Investment Income [Line Items] | |||||
Equity method investments | $ 16,357 | [1] | 28,924 | [1] | 29,320 |
Synlogic, Inc. [Member] | |||||
Net Investment Income [Line Items] | |||||
Equity method investments | $ 13,696 | $ 16,359 | |||
[1] | Equity method investments in Platform Ventures with a carrying value of zero as of September 30, 2021 and December 31, 2020 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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Platform Ventures [Member] | |||
Net Investment Income [Line Items] | |||
Equity method investments | $ 0 | $ 0 | |
Motif Foodworks Inc and Allonnia LLC [Member] | |||
Net Investment Income [Line Items] | |||
Equity method investments | $ 0 | $ 0 |
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 | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Investment Income [Line Items] | ||||||
(Loss) gain on investments | $ (12,368) | $ (90) | $ 3,009 | $ (4,978) | $ (1,070) | $ (7,797) |
Income (loss) on equity method investments | (39,651) | (237) | (72,621) | (2,151) | (3,059) | (46,936) |
Synlogic, Inc. Common Stock [Member] | ||||||
Net Investment Income [Line Items] | ||||||
(Loss) gain on investments | (5,327) | (64) | 5,642 | (3,551) | ||
Synlogic, Inc. Warrant [Member] | ||||||
Net Investment Income [Line Items] | ||||||
(Loss) gain on investments | (2,140) | (26) | 2,268 | (1,427) | (1,070) | (7,797) |
Glycosyn, LLC [Member] | ||||||
Net Investment Income [Line Items] | ||||||
Income (loss) on equity method investments | 0 | (1,323) | ||||
Cronos Group Inc. [Member] | ||||||
Net Investment Income [Line Items] | ||||||
(Loss) gain on investments | (4,901) | 0 | (4,901) | 0 | ||
Joyn Bio, LLC [Member] | ||||||
Net Investment Income [Line Items] | ||||||
Income (loss) on equity method investments | (4,192) | (237) | (12,567) | (2,151) | (396) | (1,730) |
Synlogic, Inc. [Member] | ||||||
Net Investment Income [Line Items] | ||||||
Income (loss) on equity method investments | (2,663) | (19,403) | ||||
Allonnia, LLC [Member] | ||||||
Net Investment Income [Line Items] | ||||||
Income (loss) on equity method investments | 0 | 0 | (12,698) | 0 | $ 0 | $ (24,480) |
Arcaea LLC [Member] | ||||||
Net Investment Income [Line Items] | ||||||
Income (loss) on equity method investments | $ (35,459) | $ 0 | $ (47,356) | $ 0 |
Investments and Equity Method_7
Investments and Equity Method Investments - Schedule of Unaudited Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Investment Income [Line Items] | ||||||||||
Assets | $ 2,150,591 | $ 2,150,591 | $ 675,153 | $ 697,318 | ||||||
Liabilities | 532,620 | 532,620 | 205,101 | 195,465 | ||||||
Operating Expenses | 104,282 | $ 47,715 | 309,075 | $ 125,738 | 213,684 | 125,782 | ||||
Operating Income (Loss) | (26,672) | (34,413) | (143,732) | (81,139) | (137,027) | (71,598) | ||||
Net loss | $ (102,405) | $ (54,464) | $ (74,778) | $ (26,126) | $ (28,730) | $ (25,468) | (231,647) | $ (80,324) | (126,723) | (119,857) |
Arcaea LLC [Member] | ||||||||||
Net Investment Income [Line Items] | ||||||||||
Cost of Revenue | 0 | |||||||||
Operating Expenses | (3,596) | |||||||||
Operating Income (Loss) | (3,596) | |||||||||
Net loss | $ (3,551) | |||||||||
Equity Method Investments [Member] | ||||||||||
Net Investment Income [Line Items] | ||||||||||
Assets | 319,311 | 397,280 | ||||||||
Liabilities | 42,441 | 39,832 | ||||||||
Cost of Revenue | 545 | 3,579 | ||||||||
Operating Expenses | (125,742) | (134,444) | ||||||||
Operating Income (Loss) | (125,197) | (130,865) | ||||||||
Net loss | $ (123,480) | $ (125,290) |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | ||||||||||||
Liabilities | $ 532,620 | $ 532,620 | $ 532,620 | $ 205,101 | $ 195,465 | |||||||
Net loss | (102,405) | $ (54,464) | $ (74,778) | $ (26,126) | $ (28,730) | $ (25,468) | (231,647) | $ (80,324) | (126,723) | (119,857) | ||
Net loss attributable to non-controlling interest | 524 | 71 | 2,256 | 639 | 114 | 530 | ||||||
Non-controlling interest | 66,420 | 66,420 | 66,420 | 8,676 | 8,790 | |||||||
Series A Preferred Stock | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Consideration | $ 19,500 | 57,100 | $ 33,000 | |||||||||
Share Sold | 1,755,000 | 2,970,000 | ||||||||||
Ayana Bio LLC [Member] | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Non-controlling interest | 30,000 | 30,000 | 30,000 | |||||||||
Ayana Bio LLC [Member] | Series A Preferred Stock | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Consideration | $ 30,000 | |||||||||||
Share Sold | 9,000,000 | |||||||||||
Proceeds from issuance of stock | 60,000 | |||||||||||
Verb Biotics LLC [Member] | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Non-controlling interest | $ 30,000 | $ 30,000 | 30,000 | |||||||||
Verb Biotics LLC [Member] | Series A Preferred Stock | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Consideration | $ 30,000 | |||||||||||
Share Sold | 9,000,000 | |||||||||||
Proceeds from issuance of stock | $ 60,000 | |||||||||||
License [Member] | Ayana Bio LLC [Member] | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Common units | 9,000,000 | 9,000,000 | 9,000,000 | |||||||||
License [Member] | Verb Biotics LLC [Member] | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Common units | 9,000,000 | 9,000,000 | 9,000,000 | |||||||||
Cooksonia | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Equity interest | 70.00% | |||||||||||
Controls of Board of Directors | 100.00% | |||||||||||
Liabilities | $ 0 | $ 0 | $ 0 | 0 | ||||||||
Net loss attributable to non-controlling interest | (500) | (100) | $ (2,300) | (600) | ||||||||
Minority Interest | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Equity interest | 30.00% | |||||||||||
Net loss | (524) | $ (523) | $ (1,209) | (71) | $ (72) | $ (496) | (114) | $ (530) | ||||
Joyn | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Equity method investment | $ 16,400 | 16,400 | $ 16,400 | $ 28,900 | ||||||||
Net loss | $ 4,200 | $ 200 | $ 12,600 | $ 2,200 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balances as of December 31, 2020 | $ 1,857 |
Goodwill acquired in Dutch DNA acquisition | 15,177 |
Currency translation adjustment | 374 |
Balances as of September 30, 2021 | $ 16,660 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Schedule of Intangible Assets (Details) - Acquired Developed Technology [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average amortization period | 13 years 6 months | 6 years | 7 years |
Intangible assets, gross carrying value | $ 25,509 | $ 5,490 | $ 5,490 |
Intangible assets, accumulated amortization | (2,941) | (2,196) | (1,647) |
Intangible assets, net | $ 22,568 | $ 3,294 | $ 3,843 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization expense | $ 0.4 | $ 0.1 | $ 0.7 | $ 0.4 | $ 0.5 | $ 0.5 |
Future amortization expense for the remainder of 2021 | 0.4 | 0.4 | $ 0.5 | |||
Future amortization expense per year thereafter | $ 1.8 | $ 1.8 | ||||
Acquired Developed Technology [Member] | ||||||
Intangible assets, weighted average amortization period | 13 years 6 months | 6 years | 7 years |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |||
Accrued compensation and benefits | $ 3,037 | $ 4,864 | |
Accrued professional fees | 6,381 | 4,398 | |
Accrued financing costs | 0 | 3,380 | |
Capital lease obligation | 485 | 598 | |
Accrued property and equipment | 10,017 | 597 | |
Accrued lab supplies | 4,276 | 535 | |
Accrued external research and development expenses | 3,907 | 423 | |
Other current liabilities | 2,402 | 1,021 | |
Accrued expenses and other current liabilities | $ 53,554 | $ 30,505 | $ 15,816 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Sep. 06, 2021USD ($)ft² | Mar. 31, 2016ft²Properties | Dec. 31, 2011USD ($)ft² | Apr. 30, 2021USD ($)ft² | Sep. 30, 2021USD ($)ft² | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)ft² | Sep. 30, 2020USD ($) | Dec. 31, 2018 | Dec. 31, 2023USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Commitments and Contingencies | ||||||||||||
Rentable area | ft² | 262,000 | 262,000 | ||||||||||
Annual Base Rent | $ 16,800 | |||||||||||
Monthly Base Rent | $ 200 | |||||||||||
Additional Area Of Real Estate Property | ft² | 47,957 | 29,552 | 29,552 | |||||||||
Increase In Minimum Monthly Rent Percentage | 3.00% | |||||||||||
Lessee, Operating Lease, Option to Extend | six years | ten years | ||||||||||
Estimated lease commencement date | Jun. 1, 2024 | |||||||||||
Increase in minimum monthly lease rent | $ 1,100 | |||||||||||
Increase in line of credit | $ 1,000 | |||||||||||
Operating lease month of expiry | 2030-01 | 2030-01 | ||||||||||
Operating lease rental expense per annum | $ 7,000 | $ 6,100 | ||||||||||
Operating lease rental expense per annum under sublease | 300 | 0 | ||||||||||
Research and development expenses | $ 53,021 | $ 36,070 | $ 164,637 | $ 98,576 | 159,767 | 96,299 | ||||||
Berkley Lights Inc [Member] | Collaboration Agreement [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Upfront payment made | 10,000 | |||||||||||
Payment towards workflows | 1,700 | |||||||||||
Expenditure incurred towards equipment purchase services and consumables | 14,500 | |||||||||||
Twist Bioscience Corporation [Member] | Supply Agreement [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Term of commitment | 4 years | |||||||||||
Research and development expenses | 10,400 | 8,300 | ||||||||||
Research and Development Expense [Member] | Berkley Lights Inc [Member] | Collaboration Agreement [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Expenses related to services received as per agreement | 7,700 | 800 | ||||||||||
Prepaid Expenses and Other Current Assets [Member] | Berkley Lights Inc [Member] | Collaboration Agreement [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Collaboration prepayments | 5,200 | |||||||||||
Development And Regulatory Milestone [Member] | Berkley Lights Inc [Member] | Collaboration Agreement [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Upfront payment payable | 11,500 | |||||||||||
Minimum [Member] | Berkley Lights Inc [Member] | Collaboration Agreement [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Minimum purchase commitment obligation to pay | 109,000 | |||||||||||
Maximum [Member] | Berkley Lights Inc [Member] | Collaboration Agreement [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Minimum purchase commitment obligation to pay | 150,000 | |||||||||||
If Certain Performance Conditions Are Met [Member] | Minimum [Member] | Berkley Lights Inc [Member] | Collaboration Agreement [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Minimum purchase commitment obligation to pay | 150,000 | |||||||||||
Forecast 2023 [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Monthly Base Rent | $ 100 | |||||||||||
Increase In Monthly Base Rent Percentage | 3.00% | |||||||||||
Letter of Credit [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Letter of credit | $ 14,700 | $ 14,700 | ||||||||||
Office And Laboratory [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Area of Real Estate Property | ft² | 152,000 | |||||||||||
Laboratory Equipment [Member] | Berkley Lights Inc [Member] | Collaboration Agreement [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Additions to property plant and equipment | $ 2,000 | 4,000 | ||||||||||
MOROCCO | Office And Laboratory [Member] | Joyn And Motiff [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Operating Sublease Term | 5 years | |||||||||||
MOROCCO | Office And Laboratory [Member] | Joyn [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Operating sublease rent receivable per annum | $ 200 | |||||||||||
MOROCCO | Office And Laboratory [Member] | Motiff [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Operating sublease rent receivable per annum | 700 | |||||||||||
MOROCCO | Twenty One Twenty Three Twenty Five Dry Dock Avenue [Member] | Office And Laboratory [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Area of Real Estate Property | ft² | 87,000 | |||||||||||
Area of real estate property actually occupied by the company | ft² | 52,000 | |||||||||||
Number of properties subject to operating lease | Properties | 5 | |||||||||||
Number of properties subject to operating lease occupied by the company | Properties | 3 | |||||||||||
Operating lease renewal period | 5 years | |||||||||||
Incentives from lessor unamortized gross | 5,300 | |||||||||||
Depreciation on property subject to operating lease | 400 | |||||||||||
Interest expense on property subject to operating lease | 2,300 | |||||||||||
Assets subject to operating lease capitalized during the period | 3,100 | |||||||||||
Incentive from lessee during the period | 6,000 | |||||||||||
Obligations relating to assets on operating lease | 16,800 | $ 16,800 | ||||||||||
MOROCCO | Twenty Seven Dry Dock Avenue [Member] | Office And Laboratory [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Area of real estate property actually occupied by the company | ft² | 130,000 | |||||||||||
Operating lease renewal period | 5 years | |||||||||||
Line of credit maximum borrowing capacity | 1,600 | $ 1,500 | ||||||||||
Incentives from lessor unamortized gross | $ 13,400 | |||||||||||
Anticipated additional space to be occupied | ft² | 9,000 | |||||||||||
Incentive from lessor unamortized net | 8,100 | 8,900 | ||||||||||
MOROCCO | Letter of Credit [Member] | Twenty One Twenty Three Twenty Five Dry Dock Avenue [Member] | Office And Laboratory [Member] | ||||||||||||
Commitments and Contingencies | ||||||||||||
Line of credit maximum borrowing capacity | $ 1,400 | $ 1,700 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments Under Noncancelable Operating Lease Agreements (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 16,688 |
2022 | 19,089 |
2023 | 21,205 |
2024 | 21,962 |
2025 | 22,497 |
Thereafter | 79,647 |
Total | $ 181,088 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Future Minimum Lease Payments Under Capital Leases (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 500 |
2022 | 238 |
2023 | 102 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total noncancelable payments | 840 |
Less: Imputed interest expense | (43) |
Present value of future minimum lease payments | $ 797 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Future Minimum Lease Payments Under Capital Leases (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Term of capital lease | 3 years |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Term of capital lease | 5 years |
Commitments and Contingencies_5
Commitments and Contingencies - Summary of Minimum Purchase Commitments Under The Collaboration Agreement (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Purchase commitment, remaining minimum amount committed | $ 109,000 |
October 1, 2019 - September 30, 2020 [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Purchase commitment, remaining minimum amount committed | 10,000 |
October 1, 2020 - March 31, 2022 [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Purchase commitment, remaining minimum amount committed | 15,000 |
April 1, 2022 - March 31, 2023 [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Purchase commitment, remaining minimum amount committed | 14,000 |
April 1, 2023 - March 31, 2024 [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Purchase commitment, remaining minimum amount committed | 17,500 |
April 1, 2024 - March 31, 2025 [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Purchase commitment, remaining minimum amount committed | 17,500 |
Thereafter [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Purchase commitment, remaining minimum amount committed | $ 35,000 |
Convertible Promissory Notes -
Convertible Promissory Notes - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Promissory Notes [Line Items] | ||||
Gain (Loss) on Extinguishment of Debt | $ 71 | |||
Amortization of the debt discount [Member] | ||||
Convertible Promissory Notes [Line Items] | ||||
Interest Expense, Debt | 100 | |||
Convertible Promissory Notes Payable [Member] | ||||
Convertible Promissory Notes [Line Items] | ||||
Proceeds from Debt, Net of Issuance Costs | $ 199,000 | |||
Payments of Debt Issuance Costs | $ 1,000 | |||
Debt Instrument, Maturity Date | Jun. 21, 2021 | |||
Debt Instrument, Interest Rate During Period | 3.00% | |||
Proceeds from issuance of stock | $ 50,000 | |||
Preferred stock discount rate | 5.00% | |||
Debt Conversion, Converted Instrument, Amount | 211,600 | |||
Gain (Loss) on Extinguishment of Debt | $ 100 | |||
Series D Convertible Preferred Stock [Member] | ||||
Convertible Promissory Notes [Line Items] | ||||
Fair value of preferred stock disclosure | $ 199,000 | |||
Series E Convertible Preferred Stock [Member] | ||||
Convertible Promissory Notes [Line Items] | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 69,151,117 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 16, 2021 | |
Class of Stock [Line Items] | |||||
Preferred stock shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock shares issued | 0 | 0 | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | 0 | ||
Common stock shares authorized | 15,800,000,000 | 15,800,000,000 | 15,800,000,000 | 15,800,000,000 | 15,800,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, voting rights | Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Holders of Class C common stock are not entitled to vote except as otherwise expressly provided in the certificate of incorporation or required by applicable law. | Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Holders of Class C common stock are not entitled to vote except as otherwise expressly provided in the certificate of incorporation or required by applicable law. | |||
Conversion of stock, description | Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Generally, shares of Class B common stock will convert automatically into Class A common stock upon the holder ceasing to be an Eligible Holder (i.e., director, employee, trust or legal entity of New Ginkgo), unless otherwise determined by affirmative vote of a majority of independent directors of New Ginkgo. | Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Generally, shares of Class B common stock will convert automatically into Class A common stock upon the holder ceasing to be an Eligible Holder (i.e., director, employee, trust or legal entity of Ginkgo), unless otherwise determined by affirmative vote of a majority of independent directors of Ginkgo. | |||
Treasury stock, Common, Shares | 0 | 0 | |||
Payroll expense | $ 100 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Repurchase of common stock Share | (2,707,280) | 490,805 | |||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 10,500,000,000 | 10,500,000,000 | 10,500,000,000 | 10,500,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 4,500,000,000 | 4,500,000,000 | 4,500,000,000 | 4,500,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Class C [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | 800,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuances (Detail) - shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Total common stock reserved for future issuances | 744,530,269 | 164,090,744 | 124,539,703 |
New Ginkgo Earn-out shares [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuances | 188,865,133 | ||
Warrants To Purchase Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuances | 51,824,925 | ||
Warrant [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuances | 1,020,187 | 1,020,187 | |
2021 Incentive Award Plan [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuances | 200,386,956 | ||
2021 Employee Stock Purchase Plan [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuances | 20,000,000 | ||
2014 Stock Incentive Plan | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuances | 4,783,479 | 18,122,760 | |
Stock Options [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuances | 29,199,113 | ||
Stock Options [Member] | 2008 Stock Incentive Plan | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuances | 33,354,871 | 35,276,812 | |
Restricted Stock Units (RSUs) [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuances | 254,254,142 | ||
Restricted Stock Units (RSUs) [Member] | 2014 Stock Incentive Plan | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuances | 124,932,207 | 70,119,944 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - USD ($) | Feb. 26, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||
Expiration period of warrants | 5 years | ||
Warrants outstanding to purchase | $ 212,935,000 | $ 0 | |
Number of trading days to determine call of warrant redemption | 30 days | ||
Class A common stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of ordinary share called by each warrant | 1 | ||
Exercise price of warrants or rights | $ 11.50 | ||
Class A common stock [Member] | Minimum [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share price | 18 | ||
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants Issued | $ 34,499,925 | ||
Warrant redemption price (in dollars per share) | $ 0.01 | ||
Warrant minimum days for prior written notice of redemption | 30 days | ||
Number of trading days to determine call of warrant redemption | 20 days | ||
Public Warrants [Member] | Class A common stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding to purchase | $ 117,000,000 | ||
Shares purchased | 34,500,000 | ||
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants Issued | $ 17,325,000 | ||
Private Placement Warrants [Member] | Class A common stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding to purchase | $ 96,000,000 | ||
Shares purchased | 17,300,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - summary of Estimated lives of property and equipment (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | Shorter of useful life or remaining lease term | |
Minimum [Member] | Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 2 years | |
Minimum [Member] | Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 1 year | |
Minimum [Member] | Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years | |
Maximum [Member] | Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Maximum [Member] | Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Maximum [Member] | Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 30 years |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | Sep. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment award, percentage of outstanding stock | 1.00% | ||||
Common stock reserved for issuance | 744,530,269 | 164,090,744 | 124,539,703 | ||
Aggregate fair value of options granted | $ 14,900,000 | $ 0 | $ 0 | ||
Aggregate intrinsic value of stock options exercised | $ 48,900,000 | $ 15,100,000 | 5,300,000 | 1,100,000 | |
Options, grants in period, weighted average grant date fair value | $ 8.97 | ||||
Stock-based compensation | $ 14,764,000 | $ 358,000 | $ 476,000 | 771,000 | |
Unrecognized compensation expense | $ 500,000 | ||||
Unrecognized stock-based compensation recognition period | 2 years 5 months 15 days | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance | 254,254,142 | ||||
Options, grants in period, weighted average grant date fair value | $ 8.78 | $ 2.68 | $ 1.78 | ||
Weighted-average remaining contractual term of non-vested shares | 5 years 7 months 13 days | 5 years 1 month 17 days | |||
Fair value of restricted stock awards vested | $ 500,000 | 700,000 | |||
Stock-based compensation | $ 0 | 0 | |||
Unrecognized compensation expense | 1,369,000,000 | 218,000,000 | |||
RSA [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of restricted stock awards vested | 400,000 | $ 400,000 | |||
Stock-based compensation | 14,800,000 | $ 400,000 | 500,000 | $ 800,000 | |
Unrecognized compensation expense | $ 500,000 | $ 800,000 | |||
Unrecognized stock-based compensation recognition period | 1 year 2 months 15 days | 1 year 10 months 17 days | |||
2008 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance | 0 | ||||
2008 Stock Incentive Plan | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance | 48,033,713 | ||||
2014 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance | 4,783,479 | ||||
2014 Stock Incentive Plan | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance | 130,759,452 | ||||
2021 Incentive Award Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment award, percentage of outstanding stock | 4.00% | ||||
Number of shares to be issued pursuant to awards granted | 200,000,000 | ||||
Shares issued in period | 200,440,957 | ||||
Common stock reserved for issuance | 200,386,956 | ||||
2021 Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares to be issued pursuant to awards granted | 100,000,000 | ||||
Number of shares authorised | 20,000,000 | ||||
Percentage of non-participation of combined voting power or value of all classes of stock | 5.00% | ||||
Common stock reserved for issuance | 20,000,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares , Beginning balance | 33,354,871 | |||
Number of shares, Granted | 1,664,251 | |||
Number of shares, Exercised | (4,225,189) | |||
Number of shares, Forfeited | (1,594,820) | |||
Number of shares, Ending balance | 29,199,113 | 33,354,871 | ||
Number of shares, Exercisable | 29,129,682 | |||
Weighted average exercise price per share, Beginning balance | $ 0.02 | |||
Weighted average exercise price per share, Granted | 0.50 | |||
Weighted-average exercise price per share, Exercised | 0.01 | |||
Weighted-average exercise price per share, Forfeited | 0.02 | |||
Weighted average exercise price per share, Ending balance | 0.04 | $ 0.02 | ||
Weighted-average exercise price per share, Exercisable | $ 0.02 | |||
Weighted-average remaining contractual term, Outstanding | 2 years 5 months 4 days | 3 years 2 months 12 days | ||
Weighted-average remaining contractual term, Exercisable | 2 years 4 months 28 days | |||
Aggregate intrinsic value, Outstanding | [1] | $ 337,104 | $ 386,017 | |
Aggregate intrinsic value, Exercisable | [1] | $ 337,092 | ||
2008 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares , Beginning balance | 33,354,871 | 35,276,812 | ||
Number of shares, Exercised | (1,921,941) | |||
Number of shares, Ending balance | 33,354,871 | 35,276,812 | ||
Number of shares, Exercisable | 33,354,871 | |||
Weighted average exercise price per share, Beginning balance | $ 0.02 | $ 0.02 | ||
Weighted-average exercise price per share, Exercised | 0.02 | |||
Weighted average exercise price per share, Ending balance | 0.02 | $ 0.02 | ||
Weighted-average exercise price per share, Exercisable | $ 0.02 | |||
Weighted-average remaining contractual term, Outstanding | 3 years 2 months 12 days | 4 years 2 months 12 days | ||
Weighted-average remaining contractual life, Exercisable | 3 years 2 months 12 days | |||
Aggregate intrinsic value, Outstanding | $ 131,370 | $ 79,915 | ||
Aggregate intrinsic value, Exercisable | $ 131,370 | |||
[1] | The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the common stock for those stock options that had exercise prices lower than the estimated fair value of the common stock as of September 30, 2021 and December 31, 2020. |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk Free Interest Rate | 0.11% |
Expected Dividend Yield | 0.00% |
Expected Volatility | 88.60% |
Expected Term | 11 months 15 days |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-based Payment Arrangement, Restricted Stock Unit, Activity (Details) - RSU Activity [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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) | 124,932,207 | |
Number of share, Granted | 132,512,654 | |
Number of share, Forfeited | (3,190,719) | |
Number of shares, Nonvested at end of period (in shares) | 254,254,142 | 124,932,207 |
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 | $ 1.74 | |
Weighted average grant date fair value, Granted | 8.78 | |
Weighted average grant date fair value, Forfeited | 3.97 | |
Weighted average grant date fair value, Nonvested at end of period | $ 5.38 | $ 1.74 |
2014 Plan [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) | 124,932,207 | 70,119,944 |
Number of share, Granted | 57,184,567 | |
Number of share, Forfeited | (2,372,304) | |
Number of shares, Nonvested at end of period (in shares) | 124,932,207 | |
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 | $ 1.74 | $ 0.99 |
Weighted average grant date fair value, Granted | 2.68 | |
Weighted average grant date fair value, Forfeited | 1.89 | |
Weighted average grant date fair value, Nonvested at end of period | $ 1.74 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Awards (Details) - RSA [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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) | 419,049 | |
Number of share, Vested | (177,295) | |
Number of shares, Nonvested at end of period (in shares) | 241,754 | 419,049 |
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 | $ 1.99 |
2014 Plan [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) | 419,049 | 675,887 |
Number of share, Vested | (256,838) | |
Number of shares, Nonvested at end of period (in shares) | 419,049 | |
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 | $ 1.99 |
Weighted average grant date fair value, Vested | 1.99 | |
Weighted average grant date fair value, Nonvested at end of period | $ 1.99 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 127 | $ 118 | $ 14,764 | $ 358 | $ 476 | $ 771 |
Research and Development [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 20 | 21 | 60 | 66 | 79 | 64 |
General and Administrative [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 107 | $ 97 | $ 14,704 | $ 292 | $ 397 | $ 707 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
Total Foundry revenue | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
North America [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 97.00% | 91.00% | 96.00% | 93.00% | 95.00% | 95.00% |
Rest of The World [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 3.00% | 9.00% | 4.00% | 7.00% | 5.00% | 5.00% |
Food And Nutrition [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Foundry revenue | 19.00% | 27.00% | 22.00% | 36.00% | 35.00% | 39.00% |
Industrial And Environment [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Foundry revenue | 12.00% | 27.00% | 17.00% | 27.00% | 29.00% | 13.00% |
Agriculture [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Foundry revenue | 8.00% | 20.00% | 9.00% | 14.00% | 13.00% | 18.00% |
Customer And Technology [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Foundry revenue | 52.00% | 15.00% | 34.00% | 15.00% | 12.00% | 19.00% |
Other [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Foundry revenue | 9.00% | 11.00% | 18.00% | 8.00% | 11.00% | 11.00% |
Revenue Recognition (Additional
Revenue Recognition (Additional Information) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue Recognition, Milestone Method [Line Items] | |||||
Revenue recognized | $ 23,700 | $ 19,000 | $ 25,500 | $ 16,800 | |
Contract liabilities | 128,500 | 147,900 | |||
Revenue remaining performance obligation amount | 25,300 | 20,700 | 35,300 | ||
Contract asset | $ 0 | 0 | 0 | ||
Deferred Revenue | $ 120,078 | $ 147,900 | $ 127,200 | ||
Revenue remaining performance obligation expected timing of satisfaction year | 2023 | ||||
Revenue remaining performance obligation percentage | 94.00% | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 | |||||
Revenue Recognition, Milestone Method [Line Items] | |||||
Revenue remaining performance obligation expected timing of satisfaction year | 2021 |
Significant Collaboration Tra_2
Significant Collaboration Transactions - Additional Information (Details) | Jun. 01, 2019USD ($)$ / sharesshares | Oct. 01, 2018USD ($)shares | Sep. 30, 2017USD ($) | Jul. 31, 2021shares | Mar. 31, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Mar. 31, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2020USD ($)shares | Sep. 30, 2021USD ($)Obligationsshares | Sep. 30, 2020USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)Obligationsshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Jul. 31, 2020USD ($) | Dec. 01, 2019USD ($) | Jul. 31, 2019USD ($) | Dec. 01, 2018USD ($) | Sep. 30, 2018USD ($) |
Business Acquisition [Line Items] | |||||||||||||||||||||||
Additional share | shares | 5,229,900 | ||||||||||||||||||||||
Number of additional common units received | shares | 7,245,000 | 5,400,000 | |||||||||||||||||||||
Income (loss) on equity method investments | $ (39,651,000) | $ (237,000) | $ (72,621,000) | $ (2,151,000) | $ (3,059,000) | $ (46,936,000) | |||||||||||||||||
Deferred revenue | $ 120,078,000 | 120,078,000 | 147,900,000 | $ 127,200,000 | |||||||||||||||||||
Revenue remaining performance obligation amount | 25,300,000 | 20,700,000 | 25,300,000 | 20,700,000 | 35,300,000 | ||||||||||||||||||
Deferred revenue, net of current portion | 24,500 | ||||||||||||||||||||||
Revenue recognized | 23,700,000 | 19,000,000 | 25,500,000 | 16,800,000 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 71,000 | ||||||||||||||||||||||
Change in fair value of warrant liabilities | 18,482,000 | 0 | 18,482,000 | 0 | |||||||||||||||||||
Amyris, Inc. [Member] | Other Income (Expense) [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 8,300,000 | 1,600,000 | |||||||||||||||||||||
Amyris, Inc. [Member] | Promissory Note [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | 12,000,000 | $ 12,000,000 | |||||||||||||||||||||
Debt Instrument, maturity date | Oct. 19, 2022 | ||||||||||||||||||||||
Repayments of debt | $ 9,800,000 | ||||||||||||||||||||||
Synlogic, Inc. [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Deferred revenue | 100,000 | 100,000 | 100,000 | ||||||||||||||||||||
Deferred revenue recognized | 100,000 | 100,000 | |||||||||||||||||||||
Revenue remaining performance obligation amount | $ 30,000,000 | ||||||||||||||||||||||
Equity method investments | 13,700,000 | 13,700,000 | 16,400,000 | ||||||||||||||||||||
Equity method investments fair value | $ 35,800,000 | ||||||||||||||||||||||
Equity method investment difference between aggregated cost and underlying equity | 29,800,000 | ||||||||||||||||||||||
Equity method investment, aggregate cost | 80,000,000 | ||||||||||||||||||||||
Synlogic, Inc. [Member] | Common Stock [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Equity metohd investment ownership percentage | 19.90% | ||||||||||||||||||||||
Stock issued during period shares | shares | 6,340,771 | ||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 9 | ||||||||||||||||||||||
Stock issued during period, value, new issues | $ 57,100,000 | ||||||||||||||||||||||
Synlogic, Inc. [Member] | Warrant [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Equity method investments | $ 14,400,000 | ||||||||||||||||||||||
Equity method investments fair value | $ 5,500,000 | 5,500,000 | 6,600,000 | ||||||||||||||||||||
Change in fair value of warrant liabilities | 1,100,000 | 7,800,000 | |||||||||||||||||||||
Synlogic, Inc. [Member] | Loss on Equity Method Investments [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Income (loss) on equity method investments | $ 2,700,000 | 19,400,000 | |||||||||||||||||||||
Amyris Collaboration Agreement [Member] | Amyris, Inc. [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Due from related parties | $ 800,000 | $ 800,000 | |||||||||||||||||||||
Amyris Collaboration Agreement [Member] | Amyris, Inc. [Member] | Promissory Note [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Due to related parties | 12,000,000 | 12,000,000 | |||||||||||||||||||||
Warrant Agreement [Member] | Synlogic, Inc. [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of ordinary share called by each warrant | shares | 2,548,117 | ||||||||||||||||||||||
Exercise price of warrants or rights | $ / shares | $ 9 | ||||||||||||||||||||||
Joyn Bio, LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Equity metohd investment ownership percentage | 50.00% | 50.00% | |||||||||||||||||||||
Equity method investments | 97,900,000 | $ 97,900,000 | |||||||||||||||||||||
Revenue recognized | $ 9,900,000 | 17,100,000 | |||||||||||||||||||||
Joyn Bio, LLC [Member] | Under Termination Scenarios [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue recognized | 7,300,000 | 9,300,000 | |||||||||||||||||||||
Contract with customers liability balance refundable | $ 9,900,000 | 9,900,000 | |||||||||||||||||||||
Cooksonia [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Variable interest entity ownership percentage | 70.00% | ||||||||||||||||||||||
Variable interest entity percentage of control of board of directors | 100.00% | ||||||||||||||||||||||
Equity method investment, underlying equity in net assets | $ 8,100,000 | ||||||||||||||||||||||
Cooksonia [Member] | Parent [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Equity method investments | 13,100,000 | ||||||||||||||||||||||
Payment to acquire equity method investments | 5,000,000 | ||||||||||||||||||||||
Cooksonia [Member] | Joyn Bio, LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Income (loss) on equity method investments | $ 400,000 | 1,700,000 | |||||||||||||||||||||
Equity metohd investment ownership percentage | 50.00% | 50.00% | |||||||||||||||||||||
Equity method investments | $ 28,900,000 | $ 28,900,000 | 29,300,000 | ||||||||||||||||||||
Foundry Services Agreement [Member] | Synlogic, Inc. [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Exercise price of warrants or rights | $ / shares | $ 8.99 | ||||||||||||||||||||||
Payments for repurchase of warrants | $ 22,900,000 | ||||||||||||||||||||||
Cash | $ 30,000,000 | ||||||||||||||||||||||
Foundry Services Agreement [Member] | Joyn Bio, LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Upfront payment received | $ 20,000,000 | 15,000,000 | |||||||||||||||||||||
Capital Unit, Class B [Member] | Cooksonia [Member] | Related Party Investor [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Equity metohd investment ownership percentage | 20.00% | 20.00% | |||||||||||||||||||||
Payment to acquire equity method investments | $ 20,000,000 | ||||||||||||||||||||||
Capital Units Class C [Member] | Joyn Bio, LLC [Member] | Bayer [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Equity metohd investment ownership percentage | 50.00% | 50.00% | |||||||||||||||||||||
Payment to acquire equity method investments | $ 20,000,000 | ||||||||||||||||||||||
Commitment to contribute additional capital | $ 60,000,000 | $ 60,000,000 | |||||||||||||||||||||
Capital Units Class C [Member] | Cooksonia [Member] | Joyn Bio, LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Equity metohd investment ownership percentage | 50.00% | 50.00% | |||||||||||||||||||||
Glycosyn Prepaid Services [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Deferred revenue recognized | 700,000 | ||||||||||||||||||||||
Collaborative arrangements value of service applied | $ 1,000,000 | ||||||||||||||||||||||
Collaborative arrangements percentage of every invoice transferrable to service committed | 25.00% | ||||||||||||||||||||||
Collaborative arrangements percentage of every invoice payable | 75.00% | ||||||||||||||||||||||
Percentage of outstanding amount payable upon termination of agreement | 50.00% | ||||||||||||||||||||||
Loans receivable | 5,400,000 | 5,400,000 | 5,700,000 | $ 3,100,000 | |||||||||||||||||||
Deferred revenue | $ 9,000,000 | ||||||||||||||||||||||
Elimination of outstanding balance | 8,400,000 | ||||||||||||||||||||||
Unrealized gain losses on loans receivable | 1,500,000 | ||||||||||||||||||||||
Glycosyn Prepaid Services [Member] | Series C Redeemable Preferred Stock [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Equity metohd investment ownership percentage | 18.00% | ||||||||||||||||||||||
Equity method investments | $ 10,000,000 | ||||||||||||||||||||||
Impairment losses on equity method investments | 1,300,000 | ||||||||||||||||||||||
Equity method investments fair value | 8,500,000 | ||||||||||||||||||||||
Letter Contract [Member] | National Institutes of Health [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue remaining performance obligation amount | $ 40,500,000 | ||||||||||||||||||||||
Letter Contract [Member] | Other Income [Member] | National Institutes of Health [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Income recognized on achievement of milestone | 6,600,000 | ||||||||||||||||||||||
Development and Collaboration Agreement [Member] | Octant Inc [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Payments to acquire in process research and development | 5,000,000 | ||||||||||||||||||||||
Payments of profit sharing payments | $ 0 | ||||||||||||||||||||||
Arcaea [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration | $ 35,500,000 | ||||||||||||||||||||||
Arcaea LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of common units received | shares | 1,755,000 | ||||||||||||||||||||||
Carrying value of the equity method investment | $ 11,900,000 | ||||||||||||||||||||||
carrying value outstanding | 0 | 0 | |||||||||||||||||||||
Income (loss) on equity method investments | $ 11,900,000 | ||||||||||||||||||||||
Allocated upfront non-cash consideration | 1,200,000 | ||||||||||||||||||||||
Deferred revenue | 47,400,000 | 47,400,000 | |||||||||||||||||||||
Deferred revenue recognized | 1,300,000 | 2,500,000 | |||||||||||||||||||||
Additional non-cash consideration | 35,500,000 | ||||||||||||||||||||||
Revenue remaining performance obligation amount | 3,600,000 | $ 3,600,000 | |||||||||||||||||||||
Number of allocated performance obligations | Obligations | 10 | ||||||||||||||||||||||
Allonnia [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of common units received | shares | 3,600,000 | ||||||||||||||||||||||
Carrying value of the equity method investment | $ 0 | $ 24,500,000 | 24,500,000 | ||||||||||||||||||||
carrying value outstanding | 0 | ||||||||||||||||||||||
Income (loss) on equity method investments | $ 12,700,000 | 12,700,000 | 24,500,000 | ||||||||||||||||||||
Allocated upfront non-cash consideration | 2,500,000 | 2,500,000 | |||||||||||||||||||||
Deferred revenue | 38,000,000 | 26,100,000 | 38,000,000 | 26,100,000 | 24,500,000 | ||||||||||||||||||
Deferred revenue recognized | 900,000 | $ 1,300,000 | 4,300,000 | $ 2,800,000 | $ 5,000,000 | ||||||||||||||||||
Additional common units | shares | 1,867,411 | 1,867,411 | |||||||||||||||||||||
Total consideration of common unit | $ 12,700,000 | $ 12,700,000 | |||||||||||||||||||||
Additional non-cash consideration | 12,700,000 | ||||||||||||||||||||||
Revenue remaining performance obligation amount | $ 1,300,000 | $ 1,300,000 | |||||||||||||||||||||
Number of allocated performance obligations | Obligations | 10 | 10 | |||||||||||||||||||||
Fixed non-cash consideration | $ 2,500,000 | ||||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Technical Development Agreement [Member] | Motiff Foodworks Inc [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Investment owned, balance, shares | shares | 9,000,900 | ||||||||||||||||||||||
Equity method investments | $ 65,100,000 | ||||||||||||||||||||||
Impairment losses on equity method investments | $ 65,100,000,000 | ||||||||||||||||||||||
Equity method investments fair value | 0 | 0 | 0 | ||||||||||||||||||||
Contract with customers liability | 54,000,000 | 54,000,000 | 62,500,000 | ||||||||||||||||||||
Revenue recognized | 20,800,000 | 19,000,000 | |||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Technical Development Agreement [Member] | Motiff Foodworks Inc [Member] | Material Rights Tranche One [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue remaining performance obligation amount | 6,500,000 | ||||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Technical Development Agreement [Member] | Motiff Foodworks Inc [Member] | Material Rights Tranche Two [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue remaining performance obligation amount | 6,500,000 | ||||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Technical Development Agreement [Member] | Motiff Foodworks Inc [Member] | Material Rights Tranche Three [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue remaining performance obligation amount | 6,500,000 | ||||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Technical Development Agreement [Member] | Motiff Foodworks Inc [Member] | Material Rights Tranche Four [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue remaining performance obligation amount | 6,500,000 | ||||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Technical Development Agreement [Member] | Motiff Foodworks Inc [Member] | Material Rights Tranche Five [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue remaining performance obligation amount | 6,500,000 | ||||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Technical Development Agreement [Member] | Motiff Foodworks Inc [Member] | Material Rights Tranche Six [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue remaining performance obligation amount | 6,500,000 | ||||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Technical Development Agreement [Member] | Motiff Foodworks Inc [Member] | Material Rights Tranche Seven [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue remaining performance obligation amount | 6,500,000 | ||||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Technical Development Agreement [Member] | Motiff Foodworks Inc [Member] | Material Rights Tranche Eight [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue remaining performance obligation amount | 6,500,000 | ||||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Technical Development Agreement [Member] | Motiff Foodworks Inc [Member] | Material Rights Tranche Nine [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue remaining performance obligation amount | 6,500,000 | ||||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Technical Development Agreement [Member] | Motiff Foodworks Inc [Member] | Material Rights Tranche Ten [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue remaining performance obligation amount | 6,500,000 | ||||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Two Thousand And Eighteen Technical Development Agreement [Member] | Genomatica [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenue remaining performance obligation amount | 40,000,000 | ||||||||||||||||||||||
Investment owned, at cost | $ 40,000,000 | ||||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Foundry Terms Of Service Agreement [Member] | Genomatica [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Contract with customers liability | 30,100,000 | 30,100,000 | 38,100,000 | ||||||||||||||||||||
Revenue recognized | 9,400,000 | 6,200,000 | |||||||||||||||||||||
Potential consideration receivable | $ 19,100,000 | ||||||||||||||||||||||
Potential amount payable | $ 4,600,000 | ||||||||||||||||||||||
Upfront amount received | 6,900,000 | 6,900,000 | 6,900,000 | ||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Foundry Terms Of Service Agreement [Member] | Genomatica [Member] | Preferred Stock [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Equity securities without readily determinable fair value | $ 55,000,000 | 55,000,000 | 55,000,000 | ||||||||||||||||||||
Variable Interest Entity, Primary Beneficiary [Member] | Capital Unit, Class A [Member] | Cooksonia [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Payment to acquire equity method investments | $ 5,000,000 | ||||||||||||||||||||||
Variable interest entity ownership percentage | 70.00% | ||||||||||||||||||||||
Noncontrolling Interest [Member] | Cooksonia [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Equity method investments | 29,700,000 | ||||||||||||||||||||||
Equity method investment, underlying equity in net assets | $ 8,100,000 | ||||||||||||||||||||||
Noncontrolling Interest [Member] | Cooksonia [Member] | Joyn Bio, LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Income (loss) on equity method investments | 100,000 | 500,000 | |||||||||||||||||||||
Maximum [Member] | Amyris, Inc. [Member] | Promissory Note [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Debt instrument, periodic payment | 300,000 | ||||||||||||||||||||||
Maximum [Member] | Synlogic, Inc. [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Deferred revenue | 200,000 | ||||||||||||||||||||||
Minimum [Member] | Amyris, Inc. [Member] | Promissory Note [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Debt instrument, periodic payment | $ 200,000 | ||||||||||||||||||||||
License [Member] | Arcaea LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Common units | shares | 9,000,000 | 9,000,000 | |||||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration | $ 19,500,000 | $ 57,100,000 | $ 33,000,000 | ||||||||||||||||||||
Share Sold | shares | 1,755,000 | 2,970,000 | |||||||||||||||||||||
Additional share | shares | 7,245,000 | 630,000 | |||||||||||||||||||||
Additional preferred units issued | shares | 5,400,000 | 5,400,000 | 5,400,000 | ||||||||||||||||||||
Additional common units | shares | 1,867,411 | 1,867,411 | 1,867,411 | ||||||||||||||||||||
Series A Preferred Stock | Arcaea [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Issue | shares | 5,139,900 | ||||||||||||||||||||||
Series A Preferred Stock | Arcaea LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of additional common units received | shares | 5,229,900 | ||||||||||||||||||||||
Series A Preferred Stock | Allonnia [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration | $ 200,000 | ||||||||||||||||||||||
Share Sold | shares | 1,664,911 | ||||||||||||||||||||||
Number of additional common units received | shares | 5,400,000 | ||||||||||||||||||||||
Preferred units | shares | 22,500 | 22,500 | 180,000 | 22,500 | 180,000 | 2,970,000 | |||||||||||||||||
Additional preferred units issued | shares | 1,844,911 | 1,844,911 | 630,000 | ||||||||||||||||||||
Share Issued In Exchange For The Rights To Certain Intellectual Property | shares | 180,000 | ||||||||||||||||||||||
Series A Preferred Stock | Allonnia [Member] | Arcaea [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Issue | shares | 22,500 | ||||||||||||||||||||||
Class C Units [Member] | Glycosyn Purchase Agreement [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Investment owned, balance, shares | shares | 80,142 | ||||||||||||||||||||||
Investment owned, balance, contracts | 124.78 | ||||||||||||||||||||||
Investment owned, at cost | $ 10,000,000 | ||||||||||||||||||||||
Cash paid upon collaboration agreement | 1,000,000 | ||||||||||||||||||||||
Rights to utilize upon collaboration agreement | $ 9,000,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Maximum annual contributions per employee, Amount | $ 2.2 | $ 1.6 |
Maximum annual contributions per employee, Percent | 5.00% |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss Before Provision for Incomes Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | ||
Domestic | $ (124,834) | $ (119,835) |
Foreign | 0 | 0 |
Total | $ (124,834) | $ (119,835) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Taxes Expenses Incurred During the Period (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax expense: | ||||||
Current federal income tax | ||||||
Current state income tax | 26 | 22 | ||||
Deferred federal income tax | 581 | |||||
Deferred state income tax | 1,282 | |||||
Income tax expense | $ (207) | $ 6 | $ (797) | $ 1,881 | $ 1,889 | $ 22 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of the Statutory Corporate Income Tax Rate to the Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Tax expense computed at the federal statutory rate | 21.00% | 21.00% |
State taxes | 4.50% | 4.20% |
Change in valuation allowance | (31.30%) | (25.20%) |
Equity investments | (0.6) | (5.7) |
Tax credits | 4.80% | 4.40% |
Non-deductible expenses | (0.20%) | (0.10%) |
Other expenses | 0.30% | 1.40% |
Total income tax expense | (1.50%) | 0.00% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Taxes Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 91,467 | $ 61,300 | |
Tax credit carryforwards | 20,338 | 14,443 | |
Accrued expenses | 1,265 | 390 | |
Deferred revenue | 28,590 | 29,575 | |
Amortizable intangibles | 4,198 | 3,218 | |
Tenant allowance | 2,206 | 2,174 | |
Deferred tax assets before valuation allowance | 148,064 | 111,100 | |
Valuation allowance | (143,827) | (104,745) | $ (74,511) |
Deferred tax assets | 4,237 | 6,355 | |
Deferred tax liabilities: | |||
Equity-based compensation | 0 | (88) | |
Property and equipment | (830) | (862) | |
Basis differences | (5,270) | (5,405) | |
Deferred tax liabilities | (6,100) | (6,355) | |
Net deferred taxes | $ (1,863) | $ 0 |
Income Taxes - Summary of Def_2
Income Taxes - Summary of Deferred Tax Assets Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Allowance [Abstract] | ||
Beginning of Period | $ 104,745 | $ 74,511 |
Additions | 39,082 | 30,234 |
Reductions/Charges | ||
End of Period | $ 143,827 | $ 104,745 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | ||
Valuation allowance, Deferred tax asset, Increase, Amount | $ 39,082 | $ 30,234 |
Percenetage of stockholders determining cumulative change in ownership | 5.00% | |
Percentage points used in determining cumulative change in ownership | 50.00% | |
Number of rolling year used in determining cumulative change in ownership | 3 years | |
Income tax examination, Description | In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. | |
Open tax year | 2017 | |
Unrecognized tax benefits | $ 0 | 0 |
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | 347,800 | |
Domestic Tax Authority [Member] | Begin To Expire In 2029 [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | 139,200 | |
Domestic Tax Authority [Member] | Begin To Expire In 2029 [Member] | Research Tax Credit Carryforward [Member] | ||
Income Tax Disclosure [Line Items] | ||
Tax credit carryforward, Amount | 13,800 | |
Domestic Tax Authority [Member] | Carried Forward Indefinitely [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | 208,600 | |
State and Local Jurisdiction [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | 282,800 | |
State and Local Jurisdiction [Member] | Begin To Expire In 2029 [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | 278,300 | |
State and Local Jurisdiction [Member] | Carried Forward Indefinitely [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | 4,500 | |
State and Local Jurisdiction [Member] | Begin To Expire In 2018 [Member] | Research Tax Credit Carryforward [Member] | ||
Income Tax Disclosure [Line Items] | ||
Tax credit carryforward, Amount | 8,200 | |
Increase In Net Operating Losses And Tax Credits [Member] | ||
Income Tax Disclosure [Line Items] | ||
Valuation allowance, Deferred tax asset, Increase, Amount | $ 39,100 |
Net Loss per Share - Summary Of
Net Loss per Share - Summary Of Anti-Dilutive Shares (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||
Shares excluded from the computation of diluted loss per share | 541,122,250 | 161,054,137 | ||
Warrants [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Shares excluded from the computation of diluted loss per share | 1,020,187 | 1,020,187 | ||
Warrants [Member] | Class A common stock [Member] | ||||
Class of Stock [Line Items] | ||||
Shares excluded from the computation of diluted loss per share | 51,824,925 | 1,013,708 | ||
Stock Options [Member] | ||||
Class of Stock [Line Items] | ||||
Shares excluded from the computation of diluted loss per share | 29,199,113 | 33,975,444 | 33,354,871 | 35,276,812 |
Restricted Stock Units (RSUs) [Member] | ||||
Class of Stock [Line Items] | ||||
Shares excluded from the computation of diluted loss per share | 254,254,142 | 125,586,745 | 124,932,207 | 70,119,944 |
RSA [Member] | ||||
Class of Stock [Line Items] | ||||
Shares excluded from the computation of diluted loss per share | 241,754 | 478,240 | 419,049 | 675,887 |
New Ginkgo Earn-out shares [Member] | ||||
Class of Stock [Line Items] | ||||
Shares excluded from the computation of diluted loss per share | 205,602,316 | 0 |
Related Parties - Summary of Co
Related Parties - Summary of Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | $ 6,050 | $ 5,212 | ||
Prepaid expenses and other current assets | 269 | |||
Deferred revenue | 120,078 | $ 147,900 | $ 127,200 | |
Joyn [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | 1 | 163 | ||
Prepaid expenses and other current assets | 24 | |||
Deferred revenue | 5,595 | 9,862 | 17,135 | |
Motif [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | 3,750 | 2,403 | 4,054 | |
Prepaid expenses and other current assets | 232 | |||
Deferred revenue | 53,184 | 53,952 | 62,513 | |
Genomatica [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | 1,500 | |||
Prepaid expenses and other current assets | ||||
Deferred revenue | 20,499 | 30,128 | 38,059 | |
Allonnia [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | 971 | 1,309 | ||
Prepaid expenses and other current assets | 13 | |||
Deferred revenue | 38,016 | 26,064 | 24,480 | |
Synlogic [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | ||||
Prepaid expenses and other current assets | ||||
Deferred revenue | 60 | 72 | 144 | |
Arcaea [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | 1,328 | |||
Deferred revenue | 47,356 | |||
Ayana [Member] | ||||
Related Party Transaction [Line Items] | ||||
Deferred revenue | 10,000 | 0 | ||
Verb [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | 4,217 | |||
Deferred revenue | $ 174,710 | $ 120,078 | $ 142,331 |
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 | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||
Foundry revenue | $ 13,124 | $ 7,270 | $ 36,746 | $ 29,784 | $ 42,535 | $ 35,268 |
Other income, net | 721 | 1,794 | ||||
Interest income | 163 | |||||
Joyn [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Foundry revenue | 1,515 | 2,151 | 4,267 | 5,733 | 7,273 | 9,349 |
Other income, net | 407 | 222 | ||||
Interest income | ||||||
Motif [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Foundry revenue | 6,099 | 3,034 | 16,203 | 15,036 | 20,798 | 18,986 |
Other income, net | 314 | 42 | ||||
Interest income | ||||||
Genomatica [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Foundry revenue | 3,279 | 748 | 9,480 | 6,169 | 9,431 | 6,248 |
Other income, net | ||||||
Interest income | ||||||
Allonnia [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Foundry revenue | 913 | 1,322 | 4,277 | 2,784 | 4,960 | |
Other income, net | ||||||
Interest income | ||||||
Synlogic [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Foundry revenue | 2 | 15 | 12 | 62 | 73 | 17 |
Other income, net | ||||||
Interest income | ||||||
Arcaea [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Foundry revenue | $ 1,316 | $ 2,507 | ||||
Glycosyn [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Foundry revenue | 668 | |||||
Other income, net | 1,530 | |||||
Interest income | $ 163 |
Related Parties - Summary of Re
Related Parties - Summary of Related Party Transactions Included in the Changes in Operating Assets And Liabilities in the Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | $ (838) | $ (446) | $ (995) | $ (2,221) |
Prepaid expenses and other current assets | (269) | |||
Deferred revenue, current and non-current | $ 54,632 | $ 17,050 | (22,253) | 3,112 |
Joyn [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | 163 | (54) | ||
Prepaid expenses and other current assets | (24) | |||
Deferred revenue, current and non-current | (7,273) | 5,719 | ||
Motif [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | 1,651 | (2,035) | ||
Prepaid expenses and other current assets | (232) | |||
Deferred revenue, current and non-current | (8,561) | 9 | ||
Genomatica [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | (1,500) | 8 | ||
Prepaid expenses and other current assets | ||||
Deferred revenue, current and non-current | (7,931) | (2,232) | ||
Allonnia [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | (1,309) | |||
Prepaid expenses and other current assets | (13) | |||
Deferred revenue, current and non-current | 1,584 | |||
Synlogic [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | ||||
Prepaid expenses and other current assets | ||||
Deferred revenue, current and non-current | (72) | 144 | ||
Glycosyn [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | (140) | |||
Prepaid expenses and other current assets | ||||
Deferred revenue, current and non-current | $ (528) |
Related Parties - Additional In
Related Parties - Additional Information (Details) - Ginkgo [Member] $ / shares in Units, $ in Millions | 1 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Business Combination [Line Items] | |
Business Combination, Issue | shares | 2,707,280 |
Business combination share price | $ / shares | $ 9.23 |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ | $ 25 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, € in Millions, $ in Millions | Nov. 17, 2021$ / shares | Sep. 06, 2021 | Jan. 31, 2021USD ($)shares | Apr. 30, 2021USD ($)ft²Numbershares | Apr. 30, 2021EUR (€)Numbershares | Mar. 31, 2021shares | Mar. 31, 2021shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | Jul. 31, 2021USD ($) | Jul. 01, 2021USD ($) | Jun. 30, 2021USD ($)shares | May 11, 2021USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Oct. 31, 2018USD ($) |
Subsequent Event [Line Items] | ||||||||||||||||
Common stock reserved for issuance | 164,090,744 | 744,530,269 | 124,539,703 | |||||||||||||
Estimated lease commencement date | Jun. 1, 2024 | Jun. 1, 2024 | ||||||||||||||
Annual Base Rent | $ | $ 16.8 | |||||||||||||||
Lessee, Operating Lease, Option to Extend | six years | ten years | ten years | |||||||||||||
Contingent consideration, included in other non-current liabilities | $ | $ 20 | |||||||||||||||
Dutch DNA Biotech B.V. [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Business acquisition, Percentage of voting interests acquired | 100.00% | |||||||||||||||
Contingent consideration, included in other non-current liabilities | $ | $ 20 | |||||||||||||||
Letter of Credit [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Letter of credit | $ | $ 14.7 | |||||||||||||||
Office And Laboratory [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Area of Real Estate Property | ft² | 152,000 | |||||||||||||||
2014 Stock Incentive Plan [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock reserved for issuance | 4,783,479 | 18,122,760 | ||||||||||||||
Allonnia [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Additional common units | 1,867,411 | 1,867,411 | ||||||||||||||
Total consideration of common unit | $ | $ 12.7 | $ 12.7 | ||||||||||||||
Number of common units received | 3,600,000 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Additional common units | 1,867,411 | 1,867,411 | ||||||||||||||
Series A Preferred Stock [Member] | Allonnia [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred units | 180,000 | 22,500 | 22,500 | 2,970,000 | ||||||||||||
Glycosyn Promissory Note [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ | $ 0.2 | $ 5.4 | $ 10 | $ 5.7 | $ 10 | |||||||||||
Interest Rate | 7.50% | |||||||||||||||
Glycosyn Promissory Note [Member] | Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest Rate | 7.50% | |||||||||||||||
Glycosyn Promissory Note [Member] | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest Rate | 12.50% | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Estimated lease commencement date | Jun. 1, 2024 | Jun. 1, 2024 | ||||||||||||||
Annual Base Rent | $ | $ 12.9 | |||||||||||||||
Lessee, Operating Lease, Option to Extend | ten years | ten years | ||||||||||||||
Subsequent Event [Member] | Dutch DNA Biotech B.V. [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Payments to acquire businesses, Gross | € | € 10 | |||||||||||||||
Business acquisition, Percentage of voting interests acquired | 100.00% | |||||||||||||||
Contingent consideration, included in other non-current liabilities | $ | $ 20 | |||||||||||||||
Business combination, Number of milestones achieved | Number | 1 | 1 | ||||||||||||||
Subsequent Event [Member] | Dutch DNA Biotech B.V. [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Business acquisition, Equity interest issued or issuable, Number of shares | 1,633,937 | 1,633,937 | ||||||||||||||
Subsequent Event [Member] | Letter of Credit [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Letter of credit | $ | $ 9.1 | |||||||||||||||
Subsequent Event [Member] | Office And Laboratory [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Area of Real Estate Property | ft² | 152,000 | |||||||||||||||
Subsequent Event [Member] | 2014 Stock Incentive Plan [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, Capital shares reserved for future issuance, Increase | 39,960,420 | |||||||||||||||
Subsequent Event [Member] | Allonnia [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Additional common units | 1,867,411 | |||||||||||||||
Total consideration of common unit | $ | $ 12.7 | |||||||||||||||
Subsequent Event [Member] | Arcaea Llc FKA Kalo Ingredients Llc [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of common units received | 1,755,000 | |||||||||||||||
Number of days determining additional units received | 90 days | |||||||||||||||
Subsequent Event [Member] | Arcaea Llc FKA Kalo Ingredients Llc [Member] | License [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common units | 9,000,000 | 9,000,000 | ||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Allonnia [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred units | 22,500 | |||||||||||||||
Proceeds from issuance of Preferred limited partners units | $ | $ 0.2 | |||||||||||||||
Subsequent Event [Member] | Common Class A [Member] | Share Price Equals or Exceeds USD Twelve Point Five Zero Per share [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share price | $ / shares | $ 12.50 | |||||||||||||||
Number Of Consecutive Trading Days For Determining Share Price | 20 days | |||||||||||||||
Number Of Trading Days For Determining Share Price | 30 days | |||||||||||||||
Subsequent Event [Member] | Common Class A [Member] | PIPE Financing [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, Shares subscribed but unissued | 77,500,000 | |||||||||||||||
Share price | $ / shares | $ 10 | |||||||||||||||
Common stock, Subscriptions value | $ | $ 775 | |||||||||||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Sharebased Compensation Arrangement by Sharebased Payment Award, Options, Vested, Rate | 10.00% | |||||||||||||||
Subsequent Event [Member] | Earnout Shares [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Sharebased Compensation Arrangement by Sharebased Payment Award, Options, Vested, Rate | 25.00% | |||||||||||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Vesting percentage approved | 100.00% | |||||||||||||||
Subsequent Event [Member] | Minimum [Member] | 2014 Plan [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock reserved for issuance | 130,759,452 | 130,759,452 | ||||||||||||||
Subsequent Event [Member] | Maximum [Member] | 2014 Plan [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock reserved for issuance | 170,719,873 | 170,719,873 | ||||||||||||||
Subsequent Event [Member] | Glycosyn Promissory Note [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ | $ 0.2 | |||||||||||||||
Debt instrument, Frequency of periodic payment | quarterly payments | |||||||||||||||
Subsequent Event [Member] | Glycosyn Promissory Note [Member] | Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest Rate | 7.50% | |||||||||||||||
Subsequent Event [Member] | Glycosyn Promissory Note [Member] | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest Rate | 12.50% |