UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 20202022
OR
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____ to ____
Commission File Number: 001-34885
AMYRIS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 55-0856151 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
5885 Hollis Street, Suite 100, Emeryville, California 94608
(Address of principal executive offices and Zip Code)
(510) 450-0761
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | AMRS | The Nasdaq Stock Market LLC Nasdaq Global Select Market |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒☐ No ☐☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2020,2022, the last business day of the registrant's most recently completed second fiscal quarter, was $516.7$340.4 million based upon the closing price of the registrant’s common stock reported for such date on the Nasdaq Global Select Market.
Number of shares of the registrant’s common stock outstanding as of February 28, 2021: 263,920,258March 14, 2023: 366,251,614
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be filed for its 20212023 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K.
AMYRIS, INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 20202022
TABLE OF CONTENTS
Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Annual Report on Form 10-K other than statements of historical fact, including any projections of financing needs, revenue, expenses, earnings or losses from operations, or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning product research, development and commercialization plans and timelines; any statements regarding expected production capacities, volumes and costs; any statements regarding anticipated benefits of our products and expectations for commercial relationships; any other statements of expectation or belief; and any statements of assumptions underlying any of the foregoing, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "predict," "intend," "expect," and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Annual Report on Form 10-K may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements contained herein.
We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Unless expressly indicated or the context requires otherwise, the terms "Amyris," the "Company," "we," "us," and "our" in this Annual Report on Form 10-K refer to Amyris, Inc., a Delaware corporation, and, where appropriate, its consolidated entities.
PART I
ITEM 1. BUSINESS
Overview
AsAmyris is a leading synthetic biotechnology company active indelivering sustainable, science-based ingredients and consumer products that are better than incumbent options for people and the planet. To accelerate the world’s transition to sustainable consumption, we create, manufacture, and commercialize consumer products and ingredients that reach more than 300 million consumers. The largest component of the Company's revenue is derived from marketing and selling Clean Beauty, Personal Care, and Health and Beauty markets& Wellness consumer products through our consumer brandsdirect-to-consumer e-commerce platforms and a top suppliergrowing network of retail partners. Our proprietary sustainable ingredients are sold in bulk to industrial leaders who serve Flavor & Fragrance (F&F), Nutrition, Food & Beverage, and natural ingredients, we apply our proprietary Lab-to-Market biotechnology platform to engineer, manufacture and market high performance, natural and sustainably sourced products. We do so with the use of computational tools, strain construction tools, screening and analytics tools, and advanced lab automation and data integration. Our biotechnology platform enables us to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into high-value ingredients that we manufacture at industrial scale. Through the combination of our biotechnology platform and our industrial fermentation process, we have successfully developed, produced and commercialized thirteen distinct molecules used in formulations by thousands of leading global brands.Clean Beauty & Personal Care end markets.
The ingredients and consumer products we produce are powered by our Lab-to-MarketTM technology platform. This technology platform creates a portfolio connection between our proprietary science and formulation expertise, manufacturing capability at industrial scale, and expertise in commercializing high performance, sustainable products that give consumers the power to choose products that benefit the planet. Our technology platform offers advantages to traditional methods of sourcing similar ingredients (such as petrochemistry, unsustainable agricultural practices, and extraction from organisms). These advantages include, but are not limited to, renewable and ethical sourcing of raw materials, less resource-intensive production, minimal impact on sensitive ecosystems, enhanced purity and safety profiles, less vulnerability to climate disruption, and improved supply chain resilience. We believe that synthetic biology represents a third industrial revolution, bringing togethercombine molecular biology and genetic engineering to generate new, moreproduce sustainable materials to meet the growing global demand for bio-based replacements of petroleum-based and traditional animal- or plant-derived ingredients. We continue to generate demand for our current portfolio of products through an extensive go-to-market network provided by our partners that are the leading companiesscarce or endangered resources in nature. We leverage state-of-the-art machine learning, robotics, and artificial intelligence, which enable our target markets. Via our partnership model, our partners invest in the development of moleculestechnology platform to take it from the labrapidly bring new innovation to commercial scale and use their extensive marketing and sales capabilities to sell our ingredients and formulations to their customers. We capture long-term revenue both through the production and sale of our molecules to our partners and through royalty revenues from our partners' product sales to their customers. We have also successfully formulated our unique, natural and sustainably-sourced ingredients into wholly-owned consumer brands, including Biossance® our clean beauty skincare brand, Pipette®, our baby and mother care brand, and PurecaneTM, our alternative sweetener brand. We are marketing our brands directly to consumers via our ecommerce platforms, in brick-and-mortar stores, and online via various retail partners.market.
We were founded in 2003 in the San Francisco Bay area by a group of scientists from the University of California, Berkeley. Through a grant in 2005 from the Bill & Melinda Gates Foundation, we developed technology capable of creating microbial strains that produce artemisinic acid, a precursor of artemisinin, an anti-malarial drug.
We produced a renewable farnesene brand, Biofene®, a long-chain, branched hydrocarbon molecule that we manufacture through fermentation using engineered microbes. Our farnesene derivatives are sold in hundreds of products as nutraceuticals, skincare products, fragrances, solvents, polymers, and lubricant ingredients. In 2014, we began manufacturing additional molecules for the Flavor & Fragrance industry; in 2015, we began investing to expand our capabilities to other small molecule chemical classes via our collaboration with the Defense Advanced Research Projects Agency (DARPA); and in 2016, we expanded into proteins. We then made the strategic decision to transition our business model from low margin commodity markets to higher margin specialty ingredients markets. We began the transition by first commercializing and supplying farnesene-derived squalane as a cosmetic ingredient to formulators and distributors. We also entered into collaboration and supply agreements for the development and commercialization of molecules within the Flavor & Fragrance and Clean Beauty markets. We partner with our customers to create sustainable, high performing, low-cost molecules that replace an ingredient in their supply chains. We commercially scale and manufacture those molecules. Our revenue is generated from research and development collaboration programs, grants, renewable product sales, and license and royalty revenues from our renewable product portfolios.
All of our non-government partnerships include commercial terms for the supply of molecules we produce at commercial scale. The first molecule to generate revenue for us outside of farnesene was a fragrance molecule launched in 2015. Since the launch, this and additional fragrance molecules have continued to generate sales year over year. Our partners for these molecules are indicating continued strong growth due to their cost advantaged position, high purity of our molecules and our sustainable production method. In 2019, we commercially produced and shipped our Reb M product that is an alternative sweetener and sugar replacement for food and beverages. In 2020, we added a total of six new ingredients to our portfolio. We have a pipeline that can deliver an estimated two to three new molecules each year over the coming years.
Our time to market for molecules has decreased from seven years to less than a year for our most recent molecule, mainly due to our ability to leverage our biotechnology platform with proprietary computational tools, strain construction tools, screening and analytics tools, and advanced lab automation and data integration. Our state-of-the-art infrastructure includes industry-leading strain engineering and lab automation located in Emeryville, California,California; pilot-scale production facilities in Emeryville California and Campinas, Brazil,Brazil; a demonstration-scale facility in Campinas, Brazil andCampinas; a commercial scale production facility in Leland, North Carolina (owned and operated by(which is part of our Aprinnova joint venture). We are able to use; and a commercial scale production facility in the State of Sao Paolo, Brazil. A wide
variety of feedstocks for productionprecision fermentation exists but have focused on sourcingwe source Brazilian sugarcane for our large-scale production because of its supply resilience, renewability, low cost, and relative price stability. We are constructing aAs of December 31, 2022, we have commissioned three lines of our new purpose-built, large-scale specialty ingredientsprecision fermentation facility in Brazil, which we anticipate will allow foraccommodate the manufacturemanufacturing of up to five products concurrently, including both our specialty ingredients portfolio and our alternative sweetener product. In September 2019,concurrently. We expect to commission the remaining lines in 2023. Pending full commissioning of the new facility, we obtained the necessary permits and broke ground for this facility, and we expect construction to be completed by the end of 2021. During construction, we continue to manufacture our products at manufacturing sites, some of which are third party, in Brazil, the U.S.United States, and Europe.
Consumer Revenue
We began 2022 with eight consumer brands, Biossance® clean beauty skincare, JVNTM haircare, Rose Inc.TM clean color cosmetics, Pipette® clean baby skincare, Costa Brazil® luxury skincare, OLIKATM clean wellness, PurecaneTM zero-calorie sweetener, and Terasana® clean skincare. During 2022, we added MenoLabsTM, a brand focused on healthy living and menopause wellness, EcoFabulousTM clean beauty for Gen-Z consumers, and StripesTM (peri)menopausal wellness; and prepared to discontinue the Terasana business. In the first quarter of 2023, we launched 4U by TiaTM, a new clean haircare line exclusively available in Walmart.
We have various retail partnerships associated with our consumer business including Sephora, Target, Amazon, and Walmart. We also partner with various brand ambassadors who share our vision for a sustainable future to build awareness of the chemistry that backs our consumer brands and to build brand recognition, including Reese Witherspoon for Biossance, Jonathan Van Ness for Biossance and JVN haircare, Rosie Huntington-Whiteley for Rose Inc., Naomi Watts for Stripes, and Tia Mowry for 4U by Tia. We have used equity, royalty, or consulting arrangements to remunerate these ambassadors for their engagement with our brands.
Ingredients License Revenue
We partner with leaders in the broader ingredients sector to bring our unique, sustainably-sourced ingredients to market. Through these partnerships, we realize the market potential of our ingredients by leveraging their large go-to-market footprint, commercial relationships, and formulation capability. We have active partnerships with Koninklijke DSM N.V. (DSM) for our
F&F portfolio, Ingredion Incorporated (Ingredion) for Reb M, Yifan Pharmaceutical Co., Ltd. (Yifan) for vitamins, MF 92 VENTURES LLC (Minerva) for the sustainable production and distribution of products in the recombinant protein segment, and ImmunityBio (ImmunityBio) for COVID-19 vaccines.
In 2017, we decided to monetizemonetized the use of one of our lower marginmature molecules farnesene, in certain fields of use while retaining any associated royalties. We began discussions with our partners and ultimately made the decision to licenseby licensing farnesene to Koninklijke DSM N.V. (DSM) for use in these fields.DSM. We also sold to DSM our subsidiary, Amyris Brasil Ltda. (Amyris Brasil), which owned and operated the purpose-built, large-scalea biofuel-oriented manufacturing facility in Brotas, Brazil that manufactures farnesene,farnesene. On March 31, 2021, we entered into a key, bio-based intermediate ingredientlicense agreement and asset purchase agreement pursuant to which DSM acquired exclusive rights to our F&F product portfolio, which included intellectual property licenses and the assignment of related supply agreements, for upfront consideration of $150 million, and up to $235 million of contingent consideration if certain commercial milestones are achieved between 2022 and 2024 (for payout in 2023 through 2025). We also entered into a 15-year agreement to manufacture certain of our products.
The Brotas facility was built to batch manufacture one commodity product at a time (originallyF&F ingredients for high-volume production of biofuels, a business we have exited), which is not suited for the high margin specialty markets in which we operate today. We are in the process of constructing a new purpose-built, large-scale production facility in Brazil (see the Manufacturing section below). As part of the December 2017 sale of the Brotas facility, we contracted with DSM for the use of the Brotas facilitysupply to manufacture products to fulfill our product supply commitments to our customers until our new production facility becomes operational. In September 2019, we obtained the necessary permits and broke ground on our new Brazil plant. We expect facility construction to be completed by the end of 2021. During construction, we continue to manufacture our products at contract manufacturing sites in Brazil, the U.S. and Europe.third parties.
In the second quarter of 2018, we successfully demonstrated our industrial process at full-scale to produce a high-purity, zero caloriezero-calorie sweetener derived from sugarcane, and in Decemberthe fourth quarter of 2018, we received notification fromwere notified by the U.S. Food and Drug Administration (the FDA)(FDA) that we received its "GenerallyGenerally Recognized As Safe"Safe (GRAS) designation concurrence and began producing commercial quantities of Steviol Glycoside Rebaudioside M (or Reb M) during the fourth quarter of 2018. When derived from the Stevia plant,M. Our Reb M is found in very limited quantities. The Reb M we produceproduced from sugarcane, ismaking it more sustainable and lower cost efficient than other natural sweeteners, and has a technical profile that we believe is advantagedits profile provides advantages in taste and total process economics for blends and formulations.
In June 2021, we entered into an intellectual property license agreement with PureCircle Limited (PureCircle), a subsidiary of Ingredion, whereby we (i) granted certain intellectual property licenses to PureCircle to make, have made, commercialize, and advance the second quarterdevelopment of 2018,sustainably sourced, zero-calorie, nature-based sweeteners and potentially other types of fermentation-based ingredients, as the exclusive global business-to-business commercialization partner for our sugar reduction technology, (ii) entered into a product supply and profit sharing agreement to provide manufacturing services and products to PureCircle, and (iii) assigned and transferred certain customer contracts to PureCircle related to the sale and distribution of Reb M. We continue to own and market our Purecane® consumer brand offering of tabletop and culinary sweetener products. As consideration for the license and product supply agreements, we executed an agreement forreceived a significant project consortium in Europe with$10 million license fee at closing and may receive additional payments of up to $35 million upon achievement of certain milestones related to Reb M sales and manufacturing cost targets. Additionally, under the Universidade Católica Portuguesa (UCP) Porto Campusproduct supply and AICEP Portugal Global (AICEP). UCP is a university system, including the leading biotech school in Portugal, and operates 15 research centers. AICEP is an independent public entity of the Government of Portugal, focused in encouraging foreign companies to invest in Portugal. In conjunction with thisprofit sharing agreement, we openedwill earn revenues from product sales to PureCircle and a subsidiaryprofit share from future product sales, including RebM (alone or in Porto, Portugal with the primary purpose to conduct a research and development project together with Escola Superior de Biotecnologia o Universidade Católica Portuguese. This subsidiary is the second R&D center of Amyris and responsible for certain areas of research, namely valorization of fermentation residues and wastes and the advancement of the Company's Artificial Intelligence (AI) and Informatics platform. The overall multi-year project is valued up to approximately $50 million including investment funding and incentives allotted across the parties involved. We have sole responsibility for commercialization and majority ownership of all intellectual property (IP) generated. We believe this is the largest biotechnology grant ever awarded in Portugal and one of the largest ever approvedblended product), by the AICEP for commercial applications.PureCircle.
In the third quarter of 2018, we entered into a license and collaboration agreement with a subsidiary of Yifan, Pharmaceutical Co., Ltd. (Yifan), which is one of thea leading Chinese pharmaceutical companies. Such licensecompany. Collaboration and collaboration agreement was expanded in November 2018research and again in December 2019.development work continue under two active licenses with a subsidiary of Yifan.
In May 2019,March 2021, we consummated a research, collaborationentered into agreements, under which DSM acquired certain exclusive rights to our flavor and fragrance (F&F) product portfolio and an exclusive license agreement (the Cannabinoid Agreement)to our F&F intellectual property, and under which we agreed to manufacture F&F ingredients for DSM for fifteen years.
Research and Development, Joint Ventures, and Collaborations Revenue
From time to time, we enter into joint ventures and collaborations with LAVVAN, Inc., a newly formed investment-backed company (Lavvan), for the development, manufacture and commercialization of cannabinoids. Under the agreement, the Company will perform research and development activities and Lavvan will be responsiblepartners for the commercialization of our ingredients. For example, in 2016, we entered into a joint venture agreement with Nikko Chemicals Co., Ltd., an existing commercial partner of ours, and Nippon Surfactant Industries Co., Ltd., an affiliate of Nikko (collectively, Nikko) to focus on the cannabinoids developed under the agreement. The Cannabinoid Agreement funding is on a milestone basis, with the Company also entitled to receive certain supplementary research and development funding from Lavvan. The agreement provided aggregate funding of up to $300 million over the termworldwide commercialization of the Cannabinoid Agreement if allNeossance cosmetic ingredients business. The joint venture was renamed Aprinnova, LLC. In December 2022, we entered into an agreement to purchase membership units of the milestones are achieved. Additionally, the agreement provides for royalties to the Company on Lavvan's gross profit margin once products are commercialized. ConsummationAprinnova joint venture from Nikko, which, upon closing will result in us owning 99% of the transactions contemplated by the Cannabinoid Agreement included the formation of a special purpose entity to hold certain intellectual property created during the collaboration (the Cannabinoid Collaboration IP), the licensing of certain Company intellectual property to Lavvan, the licensing of the Cannabinoid Collaboration IP to the Company and Lavvan, and the granting by the Company to Lavvan of a lien on our background intellectual property being licensed to Lavvan under the Cannabinoid Agreement, which would be
subordinated to the lien on such intellectual property under the Foris LSA debt facility; seejoint venture. See Note 4, “Debt”16, “Subsequent Events” in Part II, Item 8 of this Annual Report on Form 10-K for more information. On September 10, 2020, Lavvan filed a suit against the Company in the United States District Court for the Southern District of New York alleging breach of contract, patent infringement, and trade secret misappropriation in connection with that certain Research, Collaboration and License Agreement between Lavvan and Amyris, dated March 18, 2019, as amended (Cannabinoid Agreement). Amyris filed motionsdevelopments regarding our Aprinnova joint venture subsequent to compel arbitration or to dismiss on October 2, 2020. On October 30, Lavvan filed its opposition to the motions and the Company filed its reply to such opposition on November 13, 2020. The Company believes the suit lacks merit and intends to continue to defend itself vigorously. Given the early stage of these proceedings, it is not yet possible to reliably determine any potential liability that could result therefrom. See Note 9, “Commitments and Contingencies” in Part II, Item 8 of this Annual Report on Form 10-K for more information.December 31, 2022.
Going ConcernIn 2020, we formed a new entity, Clean Beauty Collaborative, with Rosie Huntington-Whiteley to collaborate in the development of a new line of cosmetic products leveraging the Rose Inc. brand and content platform and our bioengineered ingredients, including Squalane and Hemisqualane. In 2021, Rose Inc. launched its first collection of clean cosmetics and skincare products.
The Company has incurred operating losses since its inceptionIn 2021, we entered into a joint venture agreement with ImmunityBio, a clinical-stage immunotherapy company, for the development of vaccines. In connection with entering into license and expects to continue to incur losses and negative cash flows from operations overproduct supply agreements with PureCircle in June 2021 as described above, Ingredion purchased a minority membership interest in Amyris RealSweet LLC (RealSweet), our subsidiary, which owns the course of at least the next 12 months following the issuance of our consolidated financial statements. As of December 31, 2020, the Company had negative working capital of $16.5 million (compared to negative working capital of $87.5 million as of December 31, 2019), and an accumulated deficit of $2.1 billion.new precision fermentation facility in Brazil.
AsWe also work with committed long-term collaboration partners who are leaders in their respective sectors. These partners provide rapid access to large-scale volumes, expertise regarding current ingredient demand, and an understanding of December 31, 2020, the Company's outstanding debt principal (including related party debt) totaled $170.5 million, of which $56.5 million is classified as current. The Company's debt agreements contain various covenants, including certain restrictions on the Company's business that could cause the Company to be at risk of defaults, such as restrictions on additional indebtedness, material adverse effectcosts and cross default provisions. A failure to comply with the covenants and other provisions of the Company’s debt instruments, including any failure to make a payment when required, would generally result in events of default under such instruments, which could permit acceleration of a substantial portion of such indebtedness. If such indebtedness is accelerated, it would generally also constitute an event of default under the Company’s other outstanding indebtedness, permitting acceleration of a substantial portion of such other outstanding indebtedness. Throughout the first half of 2020, the Company failed to meet certain covenants under several credit arrangements, including those associated with cross-default provisions, minimum liquidity and minimum asset coverage requirements and certain scheduled payments. Most of these lenders provided waivers to the Company for breaches of all past covenant violations and cross-default payment failures, under the respective credit agreements or extended payment deadlines through May 31, 2020.
Beginning in May 2020 and continuing through June 2020, the Company executed a series of financial transactions for general corporate purposes, including debt servicing payments. On May 1, 2020, the Company amended the Senior Convertible Notes to eliminate the monthly amortization payments and change the interest payment frequency from monthly to quarterly. On June 1, 2020, the Company amended the Foris LSA to eliminate the quarterly principal payments and defer all interest payments until maturity on July 1, 2022, and to provide for the conversion of all outstanding indebtedness under the LSA at a $3.00 per share conversion price, which conversion was approved by the Company’s stockholders on August 14, 2020. Further, on June 1, 2020 and June 4, 2020, the Company entered into securities purchase agreements with investors for the private placement of an aggregate of $200 million of common and preferred stock, resulting in the Company receiving approximately $190 million of net proceeds. A portion of the proceeds from the offering was used to pay down approximately $37.1 million of debt principal and $6.1 million of accrued interest. Also, on June 2, 2020, Total Raffinage Chimie (Total) converted approximately $9.3 million of debt principal and accrued interest into common stock under the terms of the 2014 Rule 144A Convertible Note, further reducing the Company’s outstanding indebtedness. On August 10, 2020, the Company and Ginkgo Bioworks, Inc. (Ginkgo) entered into a Second Amendment to Promissory Note and Partnership Agreement to reduce the frequency of partnership payments from monthly to quarterly, in an aggregate amount of $2.1 million, and to defer an aggregate of $9.8 million in partnership payments to the end of the agreement in October 2022. See Note 4, “Debt” for more information. As a result of closing the equity offering, making past due payments, converting the $9.1 million 2014 Rule 144A Convertible Note principal into equity, and executing amendments to the Foris LSA, the Senior Convertible Notes, and the Ginkgo Note, the Company cured all payment defaults and other events of default, including cross-defaults under the Company’s various debt instruments as of December 31, 2020.
Further, the Company's cash and cash equivalents of $30.2 million as of December 31, 2020 is not expected to be sufficient to fund expected cash flow requirements from operations and cash debt service obligations through March 2022. The Company has previously announced strategic transactions which are expected to generate substantial cash during 2021 and beyond. Solely based on cash from operations, there is doubt about the Company’s ability to continue as a going concern within one year after the date our consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company's ability to continue as a going concern will depend, in large part, on its ability to eliminate or minimize the anticipated negative cash flows from operations during the 12 months from the date of this filing and to either raise additional cash proceeds through strategic transactions, financings or
refinanceother specifications that support market adoption. These partnerships assist us in ensuring market fit, technology need, and scale. Our partners access our Lab-to-Market technology platform and industrial fermentation expertise to reduce environmental impact, enhance performance, reduce supply and price volatility, and improve costs. Our partners include F&F companies such as Firmenich S.A. (Firmenich) and Givaudan International, SA (Givaudan), nutrition companies such as DSM and Yifan, and food ingredient companies such as Ingredion. We have also worked closely with the debt maturities occurring in June 2021 ($10 million asU.S. government, including the U.S. Department of the date of this filing), all of which are uncertain and outside the control of the Company. Further, the Company's operating plan for the next 12 months contemplates (i) revenue growth from sales of existing and new products with positive gross margins, (ii) reduced production costs as a result of manufacturing and technical developments, (iii) the monetization of certain assets, (iv) continued cash inflows from collaboration and grants and licenses and royalties and (v) lower debt servicing expense. If the Company is unable to complete these actions, it may be unable to meet its operating cash flow needs and its obligations under its existing debt facilities over the next 12 months. This could result in an acceleration of its obligation to repay all amounts outstanding under those facilities,Energy and the Company may be forced to obtain additional equity or debt financing, which may not occur timely or on reasonable terms, if at all, and/or liquidate its assets.Defense Advanced Research Projects Agency (DARPA).
Technology
We have developed innovative microbial engineeringOur Lab-to-Market technology platform utilizes highly optimized and screening technologies that allow usautomated molecular biology, analytical, and process development tools combined with machine learning algorithms and statistical models to transform the way microbes metabolize sugars. Specifically, we engineer microbes, such as yeast, and use them as catalysts to convert sugar, through fermentation, into high-value molecules. In 2015,the chemicals used in our everyday lives. We believe that we were awardedare one of the first companies to apply microbial engineering towards the manufacturing of a technologywide range of molecules with commercial applications. Over the last decade, this has required significant, targeted investment agreement with DARPA to expand the capabilities of our technology platform. The investment has resulted in accelerating the integration of our platform with artificial intelligence that will speed up the development and commercialization of small molecules across 15 different chemical classes. We have also developed our technology to be able to produce large molecules, such as proteins.
We devote substantial resources to our research and development efforts. We have invested more than $750 million to date in our research and development capabilities thatcapabilities. To date, we have successfully scaled up 15 molecules with multiple molecules in development. This investment has also resulted in an almost 6x improvement in speed to market and in the scale-updevelopment of nine successful molecules. These achievements are due to the leading strain engineering and upscaling and commercialization capabilities we have developed from our investment.a suite of strains capable of producing greater than 250 molecules across 15 chemical classes.
In addition to investment of our own funds, we have also been awarded multiple grants from the U.S. government. These funds have been used to develop our Lab-to-Market technology platform comprised of highly optimized strain and process development methods, sophisticated machine learning algorithms and statistical models, and proprietary robotic tools.
We built our Lab-to-Market technology platform based on commercial and technological considerations. A few of the commercial considerations that impact our molecule selection are:
•Our core activities in Clean Beauty & Personal Care and Health & Wellness;
•Industries or commercial opportunities where our technology can deliver the best performance, sustainability profile and value, in accordance with our No Compromise® commitment; and
•Economic opportunities based on either the size of the total addressable market or the ability of our formulation to disrupt the market.
Certain technological considerations impact our molecule development selection such as our ability to:
•Leverage our existing technology platform in new ways based on prior learnings relating to metabolic pathways and chemical properties;
•Amplify value by differentiating new applications;
•Match new chemical classes with new end markets; and
•Valorize fermentation process and other agricultural waste streams.
Strain Engineering
Companies and researchersResearchers around the world are continuously learning how the complex biological processes in organisms work. Because there is so muchWe believe that is still unknown, the best method for development of commercially viable strains is to test as many hypotheses as accurately and quickly as possible to accelerate this learning process. Our proprietary Lab-to-Market technology platform allows us to design, build, and analyze thousands of strains in a single experiment, thereby enabling us to test thousands of hypotheses simultaneously. Extensive automation across our pipeline has resulted in significant decreases in the learning curve.average time and cost to engineer a manufacturing-ready strain.In total, we have had an exponential increase in the number of molecules in our pipeline in active development with relatively minimal increases in our yearly R&D spend.
We have developed a high-throughput strain engineering system that is currently capable of producing and screening more than 600,000 yeast strain candidates per month, which enables us to achieve an approximately 90% lower cost per strain than we achieved in 2009. We generated more than 520,000 unique strains in 2020, and over 8.3 million unique strains since our inception, with each strain testing for improved production of the target molecules. In addition,Importantly, through our lab-scale and pilot-plant fermentation operations and our proprietary analytical tools, we are now able to predict, with high reliability, the performance of candidate strains at industrial scale.
Process Development
In order to maximize the quantity and quality of products we produce, we have invested extensively in advanced capabilities (including prediction models and analytical tools), which include fermentation optimization and the development of scalable product isolation techniques which enable cost effective manufacturing. We have developed scalable manufacturing processes for a wide variety of product types, including insoluble liquids and solids, intracellular products, water soluble solids, and
gaseous products.Recently developed products have required increasingly complex purification strains and stringent product purity requirements, yet the overall time to develop a scalable, cost-effective manufacturing process has decreased due to a combination of increased automation and experience.
Upscaling and Commercialization
The most challenging parts of commercializing biotechnology are often the scale upMicrobial engineering can be unpredictable, and manufacturing phases due to the unpredictability of biotechnology at different scales. We have builtsuccessful commercialization depends heavily on expertise in process scale-up and manufacturing capabilities to our advantage by heavily investing in prediction models and analytics to quickly ascertain how a strain’s behavior at one scale will translate to another scale.manufacturing. We have successfully scaled-upscaled up and commercially manufactured thirteen15 distinct molecules used byincluded in thousands of leading global brands. Our capabilities advantageprocess development and technology transfer expertise results in accelerated speed to market, lower overall product development costs, and a significantly lower risk profile for any project we undertake.
A strain Strains and fermentation processes must be improvedefficiently optimized to increase the level of efficiency of productionenable cost-effective production; downstream recovery and purification processes must be identified and streamlined to achieve appropriate product purity and maximize facility throughput; and all unit operations must be tested for performance in pilot-scale facilitiesappropriate scaled-down models before it isthey are implemented at commercial scale manufacturing facilities. Our unique infrastructure to support this scale-up process includes hundreds of lab-scale fermentors (0.25 to 2 liter), operating and pilot plants in our facilities in Emeryville, California which operates a 1000-liter and multiple 300-liter fermentors, and Campinas, Brazil, both of which operates 300- and 2,000-liter fermentors, andare equipped with a wide range of downstream processing unit operations. In addition, five years’years of experience owning and operating the 1,200,000-liter production facility in Brotas, Brazil that we sold(sold in late 2017. Each of2017) enabled us to refine these stagesscaled-down systems to mimic the conditions found in larger-scalecommercial scale fermentation and recovery tools so that our findings may translate predictably from lab-scale to pilotlab- and ultimatelypilot-scale to commercial scale.
We have developed a world-class manufacturing team which has successfully brought online a production facility and scaled up and manufactured molecules at commercial scale that are currently used in thousands of consumer goods products around the world. Our effort also expands into continued strain and process improvements to ensure our manufacturing is robust and cost advantaged.
Product Markets and Partnerships
There are three market areas that are our primary focus and key to our growth: Health & Wellness, Clean Beauty and Flavor & Fragrance. Each of these markets embodies our core competencies of sustainably providing clean ingredients in markets where we can be the most impactful, not just from a growth and revenue standpoint, but also for healthier living.
We believe that our leadership in biotechnology is demonstrated by collaboration partners, who come to us to access our platform and industrial fermentation expertise. Together we seek to reduce environmental impact, enhance performance, reduce supply and price volatility, and improve product cost. Our partners include Flavor & Fragrance companies such as Firmenich S.A. (Firmenich) and Givaudan International, SA (Givaudan), and nutrition companies such as DSM and Yifan. A portion of our work has also been funded by the U.S. government, including the Department of Energy (DOE) and DARPA, to develop technologies and processes capable of improving the ability to utilize biotechnology for the production of a broader range of molecules.
Health & Wellness
Our Health & Wellness focus includes alternative sweeteners, nutraceuticals, such as vitamins, and food ingredients. As consumers continue to demand higher nutritional performance, healthier ingredients and convenience from their food, the demand will continue to grow for specific ingredients that are often difficult and expensive to procure. Animal farming is also being impacted by the growing demand for protein and the need to change farming practices, such as reducing antibiotic use. Our technology can be employed to provide affordable access to these desired ingredients for both human and animal health. To date, product revenue in this area has been from a derivative made from our Biofene® product by our partner. During 2015, we announced the signings of our first ingredient supply agreement and collaboration agreement for the global nutraceuticals market. Under the supply agreement, we sourced Biofene to our partner, which was then further processed into a nutraceutical product. In 2016, we made the first large-scale shipments of Biofene to our partner, who successfully produced and sold a nutraceutical product to its customers. In 2017 and 2018, we expanded our collaborations in nutraceuticals to four vitamins and a human nutrition ingredient.
In late 2018, we began to produce at commercial scale an alternative, healthier sweetener. We introduced this ingredient, our Reb M product, to the public in December 2018. In 2019, we ran two production campaigns that resulted in feedback that our Reb M product is distinguished by one of the best-tasting profiles in the industry to date. We sold out the production from our campaigns. By the end of 2019 we also introduced our direct-to-consumer sweetener brand: Purecane. We currently offer Purecane for table-top and culinary applications through our own website: www.purecane.com and on Amazon.
Flavor & Fragrance Markets
Our technology enables us to cost-effectively produce natural oils and aroma chemicals that are commonly used in the Flavor & Fragrance market. Many of the natural ingredients used in the Flavor & Fragrance market are expensive due to limited supply and the synthetic alternatives requiring complex chemical conversions. We offer Flavor & Fragrance companies a natural route to procure these high-value ingredients without sacrificing cost or quality. To date, we have successfully brought multiple Flavor & Fragrance ingredients to market with our collaboration partners. We also have several other ingredients under development.
In 2014, we completed the first production campaign for our first Flavor & Fragrance ingredient for a range of applications, from perfumes to laundry detergent, which is marketed by a collaboration partner and global Flavor & Fragrance leader. In late 2015, we commenced production of our second Flavor & Fragrance ingredient to the same collaboration partner. During 2019, we added two new Flavor & Fragrance molecules to our list of successfully scaled products, and we shipped seven compounds destined for the Flavor & Fragrance market (including compounds converted by our partners to Flavor & Fragrance ingredients) to our partners. Finally, in 2020 we introduced our tenth ingredient, a leading natural flavor, and completed successful production campaigns in the third quarter.
We continue to work to develop and commercialize a variety of Flavor & Fragrance ingredients that are either direct fermentation products or derivatives of fermentation products.
Clean Beauty
Our Clean Beauty focus includes clean skincare and cosmetic ingredients we develop and commercialize with our partners and our branded Biossance skincare and Pipette baby and mother care product lines. We have several cosmetic ingredients currently under development and plan to launch four additional brands in 2021. Our Biossance and Pipette products are discussed further in the Amyris-branded Product Markets section below.
Amyris-branded Product Markets
Through basic chemical finishing steps, we are able to convert our farnesene into squalane, which is used today as a premium emollient in clean skincare products. We believe that our squalane offers performance attributes equal or superior to those of squalane derived from conventional sources. The ingredient traditionally has been manufactured from olive oil or extracted from deep-sea shark liver oil, which requires that the shark be killed in order to harvest its liver oil. The relatively high price and unstable supply of squalane in the past meant that its use was generally limited to luxury products or small quantities in mass-market product formulations. With our ability to produce a reliable supply of low-cost squalane that eliminates the need to harvest shark liver oil, we offer this ingredient at a price that we believe will drive adoption by formulators. In addition to squalane, we offer a second, lower-cost cosmetic ingredient, hemisqualane, for the cosmetics market. Our joint venture with Nikko Chemicals Co., Ltd. (Nikko) currently has supply agreements with several regional distributors, including those with locations in Japan, South Korea, Europe, Brazil and North America, and, in some cases, directly with cosmetics formulators, which we transferred to the joint venture during the formation process. See below under “Joint Venture” for more information regarding our Aprinnova joint venture.
Our consumer clean skincare products, sold under our Biossance brand, feature our Biofene-derived squalane. Under our Biossance brand, we market and sell our products directly to retailers and consumers. Biossance was initially sold solely through our ecommerce branded website. In February 2017, we launched a full squalane-based consumer cosmetic line at participating Sephora stores and Sephora online. All of the products are based on our commitment to No Compromise®. Since the launch of Biossance, sales have grown, and with Sephora’s partnership, we continued to expand to more stores through 2020.
We launched a clean beauty brand, Pipette, in September 2019 with an initial offering of seven products developed for babies and moms to support and nurture the skin. Currently, the brand offers nine unique products.
Pipette is available for purchase at Pipettebaby.com, buybuyBABY.com, Amazon.com, Target.com, Walmart.com, and Dermstore.com, in-store exclusively at buybuy BABY® stores nationwide, and at our own direct website. The brand is seeking further expansion through online and brick-and-mortar retailers.
Manufacturing
We are currently manufacturing our ingredients using our newly constructed plant at Barra Bonita, Brazil and a strategic network of contract manufacturers in Brazil, the United States and Europe. Until December 2017, we owned and operated a purpose-built, large-scalebiofuel-oriented production facility located in Brotas, Brazil. In December 2017,Brazil, which we sold the facility to DSM because it was no longer a unit of DSM andstrategic fit with our portfolio. We subsequently entered into a supply agreement with DSM for us to purchase outputintermediate product from the Brotas facility.
In September 2019, we obtained the necessary permitsWe are currently operating and broke ground on afinalizing commissioning of our new, Brazil plant. We expectmulti-line specialty ingredients manufacturing facility construction to be completedin Barra Bonita, Brazil. The first three production lines were finalized and operational by the endsecond half of 20212022, with initial production commencing during the first quarter ofin June 2022. ThisOnce fully commissioned, this facility will allowenable us to manufacture up to five products concurrently, including bothconcurrently. In May 2022, we acquired Interfaces, a manufacturing facility for the scale up and development of our specialty ingredients portfolioformulas and the production of our alternative sweetener product. During construction, we are manufacturing ourclean beauty products at contract manufacturing sites in Brazil, the U.S. and Europe.State of Sao Paulo, Brazil.
For many of our products, we perform additional distillation or chemical finishing steps to convert initial target molecules into other finished products, such as renewable squalane. We have agreements with several facilities in the U.S. and Brazil to perform these downstream steps for such products. We also have a manufacturing facility in Leland, North Carolina through Aprinnova, our joint venture with Nikko, to convert our Biofene into squalaneSqualane and other final products. See belowabove under "Joint Venture""Research and Development, Joint Ventures, and Collaborations RevenSue" for more information regarding our Aprinnova joint venture.
Joint Venture
Aprinnova, LLC
In December 2016, Amyris, Nikko Chemicals Co., Ltd., an existing commercial partner of the Company, and Nippon Surfactant Industries Co., Ltd., an affiliate of Nikko (collectively, Nikko) entered into a joint venture agreement to focus on the worldwide commercialization of the Neossance cosmetic ingredients business. Amyris formed the joint venture under the name Neossance, LLC, and later changed the name to Aprinnova, LLC (the “Aprinnova JV”), which is jointly owned by Amyris and Nikko. Pursuant to the joint venture agreement, Amyris contributed certain assets to the Aprinnova JV, including certain intellectual property and other commercial assets relating to the Neossance cosmetic ingredients business, as well as the production facility in Leland, North Carolina and related assets purchased by Amyris from Glycotech in December 2016. Amyris also agreed to provide the Aprinnova JV with licenses to certain intellectual property necessary to make and sell products associated with the Neossance business. At the closing of the formation of the joint venture, Nikko purchased a 50% interest in the Aprinnova JV in exchange for an initial payment to Amyris of $10.0 million and payment to Amyris of any profits distributed in cash to Nikko from the Aprinnova JV for the three year period beginning January 1, 2017, up to a maximum of $10.0 million. In addition, as part of the formation of the Aprinnova JV, Amyris and Nikko agreed to make certain working capital loans to the Aprinnova JV and executed a supply agreement to supply farnesene to the Aprinnova JV. Amyris also agreed to purchase product from the Aprinnova JV, to transfer all of Amyris customers buying the Aprinnova JV products to the Aprinnova JV, to guarantee a maximum production cost for certain Aprinnova JV products and take on the cost of production above certain guaranteed costs.
Product Distribution and Sales
We distribute and sell our sustainable consumer products to retailers and directly to consumers through online e-commerce websites. We distribute and sell our ingredients products directly to distributors, formulators, collaboration partners, or through joint ventures, depending on the end-market. We also distribute and sellend market. Generally, our Amyris-branded consumer products directly to retailers and consumers through on-line ecommerce web-sites. Generally, ourR&D collaboration agreements include commercial terms, and sales are contingent upon achievement of technical andand/or commercial milestones.
ForThe table below shows our revenue for the year ended December 31, 2020, revenue from key customers and from all other customers was as follows:2022:
| | (In thousands) | (In thousands) | Renewable Products | Licenses and Royalties | Grants and Collaborations | Total Revenue | % of Total Revenue | (In thousands) | Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | Total Revenue |
| DSM (related party) | DSM (related party) | $ | 946 | | $ | 43,750 | | $ | 7,018 | | $ | 51,714 | | 29.9 | % | DSM (related party) | $ | 18,172 | | $ | 31,781 | | $ | 3,994 | | $ | 53,947 | |
| Firmenich | 9,967 | | 7,241 | | 594 | | 17,802 | | 10.3 | % | |
| All other customers | All other customers | 93,425 | | — | | 10,196 | | 103,621 | | 59.8 | % | All other customers | 204,151 | | 653 | | 11,096 | | 215,900 | |
| Total revenue | Total revenue | $ | 104,338 | | $ | 50,991 | | $ | 17,808 | | $ | 173,137 | | 100.0 | % | Total revenue | $ | 222,323 | | $ | 32,434 | | $ | 15,090 | | $ | 269,847 | |
Intellectual Property
Our success depends in large part upon our ability to obtain and maintain proprietary protection for our products and technologies and to operate without infringing on the proprietary rights of others. Our policy is to protect our proprietary position by, among other methods, filing for patent applications on inventions that are important to the development and conduct of our business with the U.S. Patent and Trademark Office and its foreign counterparts. We seek to avoid the latterinfringement by monitoring patents and publications in our product areas and technologies to be aware of developments that may affect our business, and to the extent we identify such developments, evaluate and take appropriate courses of action. With respect to the former, our policy is to protect our proprietary position by, among other methods, filing for patent applications on inventions that are important to the development and conduct of our business with the U.S. Patent and Trademark Office (the USPTO), and its foreign counterparts.
As of December 31, 2020,2022, we had 695689 issued U.S. and foreign patents and 220347 pending U.S. and foreign patent applications that are owned or co-owned by or licensed to us. We also use other forms of protection (such as trademark, copyright, and trade secret) to protect our intellectual property, particularly where we do not believe patent protection is appropriate or obtainable. We aim to take advantage of all of the intellectual property rights that are available to us and believe that this comprehensive approach provides us with a strong proprietary position.
Patents extend for varying periods according to the date of patent filing or grant, and the legal term of patents in various countries where patent protection is obtained. The actual protection afforded by patents, which can vary from country to country, depends on the type of patent, the scope of its coverage and the availability of legal remedies in the country. See “Risk Factors - Risks Related to Our Business - Our proprietary rights may not adequately protect our technologies and product candidates.”
We alsofurther protect our proprietary information by requiring our employees, consultants, contractors, and other advisers to execute nondisclosure and assignment of invention agreements upon commencement of their respective employment or engagement. Agreements with our employees also prevent them from bringing the proprietary rights of third parties to us. In
addition, weWe also require confidentiality or material transfer agreements from third parties that receive our confidential data or materials.
Trademarks
Amyris, the Amyris logo, Biofene, Biossance, Costa Brazil, EcoFabulous, Hemisqualane, JVN, Lab-to-Market, Menolabs, No Compromise, OLIKA, Pipette, Purecane, Rose Inc., Stripes, and No CompromiseTerasana are trademarks or registered trademarks of Amyris, IncInc. or its subsidiaries. This report also contains trademarks and trade names of other businesses that are the property of their respective holders.
Competition
We expect that our renewable products will compete with products produced from traditional sources as well as from alternative production methods (including the intellectual property underlying such methods) that established enterprises and new companies are seeking to develop and commercialize.We view our main competition to be from products that are based on traditional chemistries or are derived from non-sustainable sources that we are working to replace with our sustainable products.
Clean Beauty & Personal Care
We develop and sell cosmetic ingredients and consumer products in the Clean Beauty & Personal Care markets, creating a competitive landscape that includes ingredient suppliers, Clean Beauty & Personal Care, and consumer goods companies. Most skincare ingredients are derived from plant and animal sources or created using chemical synthesis. Plant- and animal-sourced ingredients are often higher in cost, lower in purity, and have a greater impact on the environment versus our products. Products derived from chemical synthesis are often produced at a low cost but have ramifications on sustainability as well as non-natural sourcing. There are also companies that are working to develop products using similar technology to us.
Health & Wellness
Many active ingredients in the nutraceutical market are made via chemical synthesis by suppliers that have a deep chemistry know-how and production facilities, including ingredient suppliers. We may compete directly with these companies with respect to specific ingredients or attempt to provide customers with a natural alternative that is more cost effectivecost-effective or higher performing than those derived from chemistry. For food ingredients, we also compete with companies that produce products from plant- and animal-derived sources as well as with companies that are also developing biotechnology production solutions to produce specific molecules.
Flavor & Fragrance
The main competition in the Flavor & FragranceF&F and cosmetic actives markets is from products derived from plant and animal sources as well as chemical synthesis. The products derived from plant and animal sources are typically produced at a higher cost and lower purity, and create a greater impact on the environment compared to our products. Products derived from chemical synthesis are often produced at a low cost but may have ramifications on sustainability and on non-natural sourcing. There are also companies that are working to develop products using similar technology to us.
Clean Beauty
We develop and sell active cosmetic ingredients and consumer products in the Clean Beauty market, creating a competitive landscape that includes ingredient suppliers as well as consumer goods companies, such as Procter & Gamble and Estee Lauder. Most skincare ingredients are derived from plant and animal sources or created using chemical synthesis. Plant- and animal-sourced ingredients are typically higher in cost, lower in purity and have a greater impact on the environment versus our products. Products derived from chemical synthesis are often produced at a low cost but have ramifications on sustainability as well as non-natural sourcing. There are also companies that are working to develop products using similar technology to us.
Competitive Factors
We believe the primary competitive factors in our target markets are:
•product performance and other measures of quality;
•product price;
•product cost;
•sustainability and social responsibility;
•resilience in the ingredient supply value chain;
•dependability of naturally supplied ingredients; and
•infrastructure compatibility of products.
We believe that for our products to succeed in the market, we must demonstrate that our productsthey are comparable or better alternatives to existing products and to any alternative products that are being developed for the same markets based on some combination of performance, pricing, product cost, pricing, availability, performance, and consumer preference characteristics.
Regulatory Matters
Environmental Regulations
Our development and production processes involve the use, generation, handling, storage, transportation, and disposal of hazardous chemicals and radioactive and biological materials. We are subject to a variety of federal, state, local, and international laws, regulations and permit requirements governing the use, generation, manufacture, transportation, storage, handling, and disposal of these materials in the United States, Brazil,Canada, Latin America (Brazil), Europe, the United Kingdom, China, and other countries where we operate or may operate or sell our products in the future. These laws, regulations, and permits can require expensive fees, pollution control equipment, or operational changes to limit actual or potential impact of our technology on the environment and violation of these laws could result in significant fines, civil sanctions, permit revocation, or costs from environmental remediation. We believe we are currently in substantial compliance with applicable environmental regulations and permitting. However, future developments including the commencement of, or changes in, the processes relating to commercial manufacturing of one or more of our products, more stringent environmental regulation, policies and enforcement, the implementation of new laws and regulations or the discovery of unknown environmental conditions may require expenditures that could have a material adverse effect on our business, results of operations or financial condition. See “Risk Factors - Risks Relating to Our Business - We may incur significant costs to comply with environmental laws and regulations, and failure to comply with these laws and regulations could expose us to significant liabilities.”
GMMGenetically Modified Regulations
The use of genetically modified microorganisms (GMMs), such as our yeast strains, is subject to laws and regulations in many countries. In the United States, the Environmental Protection Agency (EPA) regulates the commercial use of GMMs as well as potential industrial products produced from the GMMs. Various states within the United States could choose to regulate products made with GMMs as well. While the strain of genetically modified yeast that we use, S. cerevisiae, is eligible for exemption from EPA review because it is generally recognized as safe,of its GRAS status, we must satisfy certain criteria to achieve this exemption, including but not limited to, use of compliant containment structures and safety procedures. In Brazil, GMMs are regulated by the National Biosafety Technical Commission (CTNBio) under its Biosafety Law No. 11.105-2005. We have obtained commercial approvals from CTNBio to use our GMMs in a contained environment in our Brazil facilities for research and development purposes, in manufacturing and at contract manufacturing facilities in Brazil. In Europe, we are subject to similar regulations andregulations. We have obtained approvals from theSpain’s Ministry of Environment Spain for our production activities.activities located in this country and may obtain additional national approvals.
We expect to encounter GMM regulations in most if not all of the countries in which we may seek to make our products; however, the scope and nature of these regulations will likely vary from country to country. In addition, such regulations may change over time. If we cannot meet the applicable requirements in countries in which we intend to produce our products using our yeast strains, then our business will be adversely affected. See “Risk Factors - Risks Related to Our Business - Our use of genetically modified feedstocks and yeast strains to produce our products subjects us to risks of regulatory limitations and rejection of our products.”
Chemical Regulations
Our renewable products may be subject to government regulations in our target markets. In the United States, the EPA administers the requirements of the Toxic Substances Control Act (TSCA), which regulates the commercial registration, distribution, and use of many chemicals. Before an entity can manufacture or distribute significant volumes of a chemical, it needs to determine whether that chemical is listed in the TSCA inventory. If the substance is listed, then manufacture or distribution can commence immediately. If not, then in most cases a “Chemical Abstracts Service” number registration and pre-manufacture noticePre-Manufacture Notice must be filed with the EPA, which has 90 days to review the filing. A similar requirement exists in Europe under the Registration, Evaluation, Authorization, and Restriction of Chemical Substances (REACH) regulation. See “Risk Factors - Risks Related to Our Business - We may not be able to obtain regulatory approval for the sale of our renewable products.” InFor example, in 2013, the EPA registered farnesane as a new chemical substance under the TSCA, which enablesenabled us to manufacture and sell Hemisqualane™Hemisqualane (Farnesane) without restriction in the United States. Subsequently, in 2016, Hemisqualane was similarly registered in Europe under REACH for manufacturing and sales.
Other Regulations
Certain of our current or emerging products in the Clean Beauty & Personal Care, Health & Wellness, Clean Beauty, and Flavor & FragranceF&F end markets, including alternative sweeteners, nutraceuticals, Flavor & Fragrancedietary supplements, F&F ingredients, skincare ingredients, cosmetic actives, and our proposed cannabinoid products, are subject to regulation by either the FDA or the Drug Enforcement Administration (DEA) or both, as well as similar agencies of states and foreign jurisdictions where these products are manufactured, sold, or proposed to be sold. Pursuant to the Federal Food, Drug, and Cosmetic Act (the FDCA)(FDCA), the FDA regulates the processing, formulation, safety, manufacture, packaging, labeling, and distribution of food ingredients, vitamins, dietary supplements, and cosmetics. Generally, in order to be marketed and sold in the United States, a relevant product must have GRAS status or be generally recognized as safe,pre-market approved and not adulterated or misbranded under the FDCA and relevant regulations issued thereunder. The FDA has broad authority to enforce the provisions
of the FDCA applicable to food ingredients, vitamins, dietary supplements, drugs, and cosmetics, including powers to issue a public warning letter to a company, to publicize information about illegalnon-compliant products, to request a recall of illegal products from the market, and to request the United StatesU.S. Department of Justice to initiate a seizure action, an injunction action, or a criminal prosecution in the U. S.U.S. courts. Failure to obtain requisite approval from, or comply with the laws and regulations of, the FDA or similar agencies of states and applicable foreign jurisdictions could prevent us from fully commercializing certain of our products. See “Risk Factors - Risks Related to Our Business - We may not be able to obtain regulatory approval for the sale of our renewable products.” Our proposed cannabinoid products may also be subject to regulation under various federal, state, and foreign-controlled substance laws and regulations. See “Risk Factors - Our cannabinoid initiative is uncertain and may not yield commercial results and is subject to significant regulatory risks.”
In addition, certain of our end-userdirect-to-consumer products such as our Biossance and Pipette brands clean skincare products will beare now subject to the Natural Cosmetics/Personal Care Products SafetyModernization of Cosmetics Regulation Act if enacted.of 2022. Cosmetic products are regulated by or under the FDA’s oversight. Also, our end-userdirect-to-consumer products are subject to the regulations of the United StatesU.S. Federal Trade Commission (FTC) and similar agencies of states and foreign jurisdictions where these products are sold or proposed to be sold regarding the advertising of such products. In recent years, the FTC has instituted numerous enforcement actions against companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. The FTC has broad authority to enforce its laws and regulations applicable to cosmetics, including the ability to institute enforcement actions which often result in consent decrees, injunctions, and the payment of civil penalties by the companies involved. Failure to comply with the laws and regulations of the FTC or similar agencies of states and applicable foreign jurisdictions could impair our ability to market our end-userdirect-to-consumer products.
Human Capital
As of December 31, 2020,2022, we had 5951,598 full-time employees, of whom 4711,046 were in the United States, 122352 were in Brazil, and 273 were in Portugal. Portugal, and 127 were in the United Kingdom.Except for labor union representation and collective bargaining agreements for Brazil-based employees based on labor code requirements in Brazil, none of our employees isare represented by a labor union or is covered by a collective bargaining agreement. We have never experienced any employment-related work stoppages and we consider relations with our employees to be good. Our human capital resources objectives include as applicable, identifying, recruiting, retaining, incentivizing, and integrating our existing and additional employees. The principal purposes of our equity incentive plans are to attract, retain, and motivate selected employees consultants and directorsconsultants through the granting of stock-based compensation awards and, with respect to selected employees, cash-based performance bonus awards.
Diversity, Equity, Inclusion, and Belonging
We are committed to enhancing the diversity of our workforce and promoting a culture of acceptance and equality, diversity equity, inclusion, and belonging throughout the organization. Our board of directors (Board) believes that human capital management, including diversity, equity, inclusion, and belonging (DEIB) initiatives, are important to our success. We conduct an employee engagement survey on an annual basis, and the results of these surveys are discussed with the Leadership,
Development, Inclusion, and Compensation Committee of the Board, our Vice President of DEIB and the executive leadership team in order to inform our global diversity strategy.
A Diverse Workforce: Our diversity makes us stronger. We believe diversity increases innovation, creativity, and strategic thinking because teams of people who come from different backgrounds can draw upon their unique experiences and a wider range of knowledge to spark new, collaborative, and innovative ideas.
Promoting Inclusion: We promote employee resource groups (ERGs), which are employee-led groups whose aim is to foster a diverse, and inclusive workplace by creating safe spaces for employees who share common interests and identities to meet and support each other in building community and a sense of belonging. ERGs increase employee engagement, professional development, and retention, which ultimately creates a more equitable and inclusive company culture.
Equal Pay for Equal Work: Equitable pay is a competitive advantage, and we believe in compensating our employees fairly and equitably, regardless of ethnicity, gender, disability, orientation, or other status, while considering individual performance, employees’ prior experience, and education. We have instituted practices to ensure salary transparency, as our management is guided on the principle of pay equity, and our compensation structures by job level and geographical market are available to all employees.
Health and Safety
Safety is one of our core values, which means that maintaining a safe and healthy work environment for our people, as well as our communities, resources, and planet, is our highest priority. We have a Safety Committee that is responsible for developing, promoting, and maintaining safety policies and procedures. We provide customized environmental health and safety training, carry out regular facility audits, assist employees with risk assessments, promote responsible and sustainable waste management practices, provide recommended personal protective equipment, and offer a robust ergonomics program in compliance with the California Division of Occupational Health and Safety and the California Department of Public Health.
The global COVID-19 pandemic caused us to take both a short-term and a long-term view of environmental, social, and governance risks and opportunities. Since early 2020, we closely monitored the impact of the global COVID-19 pandemic on all aspects of our business, including the impact on our employees, partners, supply chain, and distribution network. Since the start of the pandemic, we developed a comprehensive response strategy including establishing a cross-functional COVID-19 Task Force, and have applied recommended public health strategies to manage and prevent the spread of COVID-19 among our employees and operations. The COVID-19 pandemic raised the bar on the implementation of business continuity plans to manage the impact future pandemics and any other potential emergency scenarios have on our employees and our business. We successfully managed to sustain ongoing critical production campaigns and infrastructure throughout the pandemic and additionally through several severe weather events such as Hurricane Ian.
Corporate Information
We were originally incorporated in California in 2003 under the name Amyris Biotechnologies, Inc. and then reincorporated in Delaware in 2010 and changed ourunder the name toof Amyris, Inc. Our principal executive offices are located at 5885 Hollis Street, Suite 100, Emeryville, California 94608, and our telephone number is (510) 450-0761. Our common stock is listed on The Nasdaq Global Select Market under the symbol "AMRS"."AMRS."
Available Information
Our website address is www.amyris.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 (the Exchange Act), as well as amendments thereto, are filed with the U.S. Securities and Exchange Commission (the SEC)(SEC) and are available free of charge on our website at investors.amyris.com promptly after such reports are available on the SEC's website. We may use our investors.amyris.com website as a means of disclosing material non-public information and complying with our disclosure obligations under Regulation FD.
The SEC maintains an Internetinternet site that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
The information contained in or accessible through our website or contained on other websites is not incorporated into this filing. Further, any references to URLs contained in this report are intended to be inactive textual references only.
ITEM 1A. RISK FACTORS
Risk Factors Summary
Our business faces material risks. In addition to this summary below, you should carefully review the risk factors enumerated in the “Risk Factors” section immediately following this "Risk Factors Summary" section. We may be subject to additional risks and uncertainties not presently known to us or that we currently deem immaterial. Our business, financial condition, results of operations and growth prospects could be materially adversely affected by any of these risks, and the trading price of our common stock could decline by virtue of these risks.
Business and Operational Risks
•The impact of theGlobal economic slowdown, geopolitical and COVID-19 pandemicimpacts on our business and operations;
•Our ability to ship our products on time, without cost exposure or delays;
•Our ability to scale and manage operations;
•Our reliance on contract manufacturers to meet our regulatory requirements, production and delivery goals;
•Our ability to manage the expansion of our international operations;
•Our ability to generate revenue through existing and future customers, distributors and collaboration partners;
•Our ability to compete effectively;
•Our ability to effectively integrate acquisitions;
•Our ability to launch majority-owned consumer brands;
•Our ability to ensure the safety of our products;
•Our reliance on collaboration arrangements to fund development and commercialization of our products;
•Our ability to manage the expansion of our international operations; and
•Our ability to compete effectively.manage increasing impacts of climate change, severe weather events, natural disasters and pandemics.
Financial Risks
•Our ability to design and maintain effective internal controls;
•Our ability to generate sufficient cash to fund operations and service our debt;
•Our ability to manage current, or our need to incur future, indebtedness which could impair our flexibility to pursue certain transactions and our ability to operate our business, as well as restrict access to additional capital;
•Our ability to achieve or sustain profitability given our history of net losses; and
•Variability of future financial results.
Regulatory, Intellectual Property, and Legal Risks
•Regulatory risks relating to our use of genetically modified feedstocks and yeast strains to produce our products;
•New regulation or changes in regulation relating to our existing or future products, as well as any costs incurred to comply with applicable regulations;
•Our ability to obtain, maintain, protect and enforce our intellectual property rights; and
•Costs and resources required to manage litigation related to the development and commercialization of our products.
Risks Related to the Ownership of Our Common Stock
•Volatility of our stock price;
•The composition of our capital stock ownership with relevant insiders; and
•Changes in government regulation relating to purchases of our common stock.
Risk Factors
Investing in our common stock involves risk. You should carefully consider the risks and uncertainties described below, together with all of the other information set forth in this Annual Report on Form 10-K, including the consolidated financial statements and related notes, which could materially affect our business, financial condition, results of operations, or growth prospects. If any of the following risks actually occurs, our business, financial condition, results of operations, and growth prospects could be materially and adversely harmed. The trading price of our common stock could decline due to any of these risks, and, as a result, you may lose all or part of your investment.
Business and Operational Risks
The COVID-19 pandemic could have a material adverse effect on our business, results of operations and financial condition in the future.
The COVID-19 pandemic has resulted in authorities worldwide implementing numerous measures to contain or mitigate the outbreak of the virus, such as travel bans and restrictions, border controls, limitations on business activity, social distancing requirements, quarantines, and shelter-in-place orders. These measures have caused, and are continuing to cause, business slowdowns or shutdowns in affected areas, both regionally and worldwide. The impact of the pandemic on our business and operations and our ability to execute our strategic plans remains uncertain and will depend on many unpredictable factors outside our control, including, without limitation, the extent, trajectory and duration of the pandemic, the development, availability and distribution of vaccines and other effective treatments to treat the COVID-19 virus and any new variants thereof, the emergence of new variants that are more contagious, symptomatic or fatal and the time the medical community requires to respond to such variants, the imposition of and compliance with protective public safety measures, and the impact of the pandemic on the global economy, and the related impacts on our development pipeline and on demand for our products.
Since the end of the first quarter of 2020, we have initiated several precautions in accordance with local regulations and guidelines to mitigate the spread of COVID-19 infection across our businesses. These precautions have impacted the way we carry out our business, including additional sanitation and cleaning procedures in our laboratories and other facilities, on-site COVID-19 testing, temperature and symptom confirmations, remote working when possible, and implementation of social distancing and staggered worktime requirements for our employees who must work on-site. If we are required to continue such measures for an extended period of time, particularly in sites with significant headcount such as our Emeryville, California headquarters, it could impact the ability of our employees to collaborate efficiently and advance research and development projects as productively as they could in a typical lab environment or office setting. In addition, the loss or unavailability of our R&D staff or other key employees and executives, as a result of sickness of employees or their families or the responsibility of employees to manage family obligations while working from home, could negatively impact our business and operations and our ability to operate or execute our business strategy. Continued employee telecommuting activity also increases the risk of a security breach of our information technology systems. The changed environment under which we are operating could have an impact on our internal controls over financial reporting.
Moreover, the ongoing impacts of the COVID-19 pandemic could result in interruptions or delays in the operations of regulatory authorities, which may impact review or approval timelines; delays in necessary interactions with other agencies and contractors due to limitations in employee resources or forced furlough of government employees; termination of, or difficulties in procuring or maintaining, arrangements with third parties upon whom we depend such as manufacturers, including contract manufacturing organizations, suppliers and other strategic partners;and disruptions or restrictions on our ability to pursue partnerships and other business transactions. As a result of the COVID-19 pandemic, we have experienced disruption and delays in our global supply chain. For example, during the first half of 2020, we experienced COVID-19-related delays in sourcing alcohol for our Pipette hand sanitizer, and if the COVID-19 pandemic worsens, we may experience supply disruptions due to temporary closures, production slowdowns, staffing shortages, logistics, delays and disruptions in the manufacture and/or shipment of our products, including facilities we rely upon in Brazil, and delays and disruptions with respect to our new business activities in China.
Since the start of the COVID-19 pandemic in early 2020, there has been an overall decline in consumer spending particularly in retail brick-and-mortar channels due to store closures by our retail partners as mandated by local laws. Although we have experienced an increase in digital commerce and online purchasing, the effects of a prolonged pandemic could result in a continued negative impact on consumer spending, customer preferences, and overall demand. In addition, if COVID-19 impacts the financial position of our customers, resale channel partners or any of our collaboration partners, we may have difficulty collecting receivables or milestone and royalty payments, and our business and results of operations could be exposed to risks associated with uncollectible accounts or defaults on contractual payment obligations by our collaboration partners. If we are unable to generate sufficient cash from operations due to impacts of the COVID-19 pandemic or otherwise, we may need to raise additional funds. While the COVID-19 pandemic has not materially impacted our liquidity and capital resources to date. The duration and severity of any further economic or market impact of the COVID-19 pandemic remain uncertain, and there can be no assurance that it will not have an adverse effect on our liquidity and capital resources, including our ability to access capital markets, in the future, on terms that are favorable to us, or at all.
A limited number of customers, distributors and collaboration partners account for a material portion of our revenues, and the loss of major customers, distributors or collaboration partners could harm our operating results.
Our revenues have varied materially from quarter to quarter and are dependent on sales to, and collaborations with, a limited number of customers, distributors and/or collaboration partners. We cannot be certain that customers, distributors and/or collaboration partners that have accounted for material revenues in past periods, individually or as a group, will continue to generate similar revenues in any future period. If we fail to renew with, or if we lose, a major customer, distributor or collaboration partner, our revenues could decline if we are unable to replace the lost revenues with revenues from other sources.
Further, since our business depends in part on such collaboration agreements, it may be difficult for us to replace any such lost revenues through additional collaborations in any period, as revenue from such new collaborations will often be recognized over multiple quarters or years.
If we do not meet technical, development and commercial milestones in our collaboration agreements, our future revenues and financial results will be adversely impacted.
We have entered into a number of agreements regarding the development of certain of our products and, in some cases, for ultimate sale of certain products to the customer under the agreement. Most of these agreements do not affirmatively obligate the other party to purchase specific quantities of any products, and most contain important conditions that must be satisfied before additional research and development funding or product purchases would occur. These conditions include research and development milestones (including technical specifications) that must be achieved to the satisfaction of our collaboration partners, which we cannot be certain we will achieve. If we do not achieve these contractual milestones, our revenues and financial results will be adversely affected.
We face challenges producing our products at commercial scale or at commercially viable cost and may not be able to commercialize our products to the extent necessary to make a profit or sustain and grow our current business.
To commercialize our products, we must be successful in using our yeast strains to produce target molecules at commercial scale or at a commercially viable cost. If we cannot achieve commercially viable production economics for enough products to support our business plan, including through establishing and maintaining sufficient production scale and volume, we will be unable to achieve a sustainable products business. Our production costs depend on many factors that could have a negative effect on our ability to offer our planned products at competitive prices, including, in particular, our ability to establish and maintain sufficient production scale and volume, feedstock costs, exchange rates (primarily the Brazil Real versus the U.S. Dollar) and contract manufacturing costs.
We face financial risk associated with scaling up production to reduce our production costs. To reduce per-unit production costs, we must increase production to achieve economies of scale and to be able to sell our products with positive margins. However, if we do not sell production output in a timely manner or in sufficient volumes, our investment in production will lead to higher working capital costs, which harm our cash position and could generate losses. Additionally, we may incur added costs in storage and we may face issues related to the decrease in quality of our stored products, which could adversely affect the value of such products. Since achieving competitive product prices generally requires increased production volumes and our manufacturing operations and cash flows from sales are in their early stages, we have had to produce and sell products at a loss in the past, and may continue to do so as we build our business. If we are unable to achieve adequate revenues from a combination of product sales and other sources, we may not be able to invest in production and we may not be able to pursue our business plans. In addition, in order to attract potential collaboration or joint venture partners, or to meet payment milestones under existing or future collaboration agreements, we have in the past and may in the future be required to guarantee or meet certain levels of production costs. If we are unable to reduce our production costs to meet such guarantees or milestones, our net cash flow will be further reduced.
If we are not able to successfully commence, scale-up or sustain operations at existing and planned manufacturing facilities, our customer relationships, business and results of operations may be adversely affected.
A substantial component of our planned production capacity in the near- and long-term depends on successful operations at our existing and potential large-scale production plants. We commenced operations at our first purpose-built, large-scale production facility located in Brotas, Brazil in 2012. In December 2017, we sold that facility to DSM and concurrently entered into a supply agreement with DSM to purchase output from the facility, which represents a significant portion of our expected supply needs (see Note 11, "Related Party Transactions" in Part II, Item 8 of this Annual Report on Form 10-K for more information). We are building a new purpose-built, large-scale ingredients plant in Brazil, which we anticipate will allow for the manufacture of up to five products concurrently and to produce both our specialty ingredients portfolio and our alternative sweetener product. We currently anticipate facility construction to be completed by the end of 2021; however, there can be no assurances that we will be able to complete such facility on our expected timeline, if at all. Delays or problems in the construction, start-up or operation of such facilities could cause delays in our ramp-up of production and hamper our ability to reduce our production and logistics costs. Delays in construction can occur due to a variety of factors, including regulatory requirements, COVID-19-related factors and our ability to fund construction and commissioning costs.
Once our large-scale production facility is built, we must successfully commission it, and it must perform as we expect. If we encounter significant delays in financing, cost overruns, engineering issues, contamination problems, equipment or raw material supply constraints, unexpected equipment maintenance requirements, safety issues, work stoppages or other serious
challenges in bringing this facility online and operating it at commercial scale, including as a result of the impacts of the COVID-19 pandemic, we may be unable to produce our renewable products in the time frame and at the cost we have planned. It is difficult to predict the effects of scaling up production of industrial fermentation to commercial scale, as it involves various risks to the quality and consistency of our molecules. In addition, in order to produce molecules at existing and potential future plants, we have been and may in the future be required to perform thorough transition activities and modify the design of the plant. Any modifications to the production plant could cause complications in the operations of the plant, which could result in delays or failures in production. If we are unable to create or obtain additional manufacturing capacity necessary to meet existing and potential customer demand, we may need to continue to use, or increase our use of, contract manufacturing sources, which may not be available on terms acceptable to us, if at all, and generally entail greater cost to us and would therefore reduce our anticipated gross margins. Further, if our efforts to increase (or commence, as the case may be) production at this facility are not successful, our partners may decide not to work with us to develop additional production facilities, demand more favorable terms or delay their commitment to invest capital in our production. If we are unable to create and sustain manufacturing capacity and operations sufficient to satisfy the existing and potential demand of our customers and partners, our business and results of operations may be adversely affected.
In addition, the production of our products at our planned purpose-built, large-scale production facility will require large volumes of feedstock. For this facility in Brazil, we plan to rely primarily on Brazilian sugarcane. While in certain cases we have entered into feedstock agreements with suppliers which we expect to supply the sugarcane feedstock necessary to produce our products at our facility in Brazil that specify the pricing, quantity and product specifications, we cannot predict the future availability or price of these various feedstocks, nor can we be sure that our mill partners will be able to supply it in sufficient quantities or in a timely manner. Furthermore, to the extent we are required to rely on sugar feedstock other than Brazilian sugarcane, the cost of such feedstock may be higher than we expect, increasing our anticipated production costs. Feedstock crop yields and sugar content depend on weather conditions, such as rainfall and temperature. Weather conditions have historically caused volatility in the sugar industries by causing crop failures or reduced harvests. Excessive rainfall can adversely affect the supply of sugarcane and other sugar feedstock available for the production of our products by reducing the sucrose content and limiting growers' ability to harvest. Crop disease and pestilence can also occur from time to time and can adversely affect feedstock growth, potentially rendering useless or unusable all or a substantial portion of affected harvests. With respect to sugarcane, its seasonal availability and price, the limited amount of time during which it keeps its sugar content after harvest, and the fact that sugarcane is not itself a traded commodity, increase supply risks and limit our ability to substitute supply. If production of sugarcane or any other feedstock we may use to produce our products is adversely affected by these or other conditions, our production will be impaired, increasing costs to our operations and adversely affecting our business.
Our use of contract manufacturers exposes us to risks relating to costs, supply and delivery, and logistics, and loss or termination of contract manufacturing relationships could harm our ability to meet our production goals.
In addition to our planned production facility discussed above, we must commercially produce, process and manufacture our products through the use of contract manufacturers and we anticipate that we will continue to use contract manufacturers for the foreseeable future. Establishing and operating contract manufacturing facilities requires us to make significant capital expenditures, which reduces our cash and places such capital at risk. Also, contract manufacturing agreements may contain terms that commit us to pay for capital expenditures and other costs and amounts incurred or expected to be earned by the plant operators and owners, which can result in contractual liability and losses for us even if we terminate a particular contract manufacturing arrangement or decide to reduce or stop production under such an arrangement. Further, we cannot be sure that contract manufacturers will be available when we need their services, that they will be willing to dedicate a portion of their capacity to our projects, or that we will be able to reach acceptable price, delivery and other terms with them for the provision of their production services.
The locations of contract manufacturers can pose additional cost, logistics and feedstock challenges. If production capacity is available at a plant that is remote from usable chemical finishing or distribution facilities, or from customers, we will be required to incur additional expenses in shipping products to other locations. Such costs could include shipping costs, compliance with export and import controls, tariffs and additional taxes, among others. In addition, we may be required to use feedstock from a particular region for a given production facility. The feedstock available in such region may not be the least expensive or most effective feedstock for production, which could materially raise our overall production cost or reduce our product’s quality until we are able to optimize the supply chain.
Moreover, we rely on contract manufacturers to produce and/or provide downstream processing of our products, and we anticipate that we will continue to use contract manufacturers for the foreseeable future. If we are unable to secure the services of contract manufacturers when and as needed, we may lose customer opportunities and the growth of our business may be impaired. If we shift priorities and adjust anticipated production levels (or cease production altogether) at contract manufacturing facilities, such adjustments or cessations could also result in disputes or otherwise harm our business
relationships with contract manufacturers. In addition, reliance on external sources for our other target molecules could create a risk for us if a single source or a limited number of sources of manufacturing runs into operational issues, creating risk of loss of sales and profitability. Reducing or stopping production at one facility while increasing or starting up production at another facility generally results in significant losses of production efficiency, which can persist for significant periods of time. Also, in order for production to commence under our contract manufacturing arrangements, we generally must provide equipment for such operations, and we cannot be assured that such equipment can be ordered or installed on a timely basis, at acceptable costs, or at all. Further, in order to establish operations at new contract manufacturing facilities, we need to transfer our yeast strains and production processes from our labs to commercial plants controlled by third parties, which may pose technical or operational challenges that delay production or increase our costs.
Our ability to establish substantial commercial sales of our products is subject to many risks, any of which could prevent or delay revenue growth and adversely impact our customer relationships, business and results of operations.
There can be no assurance that our products will be approved or accepted by customers, including customers of our branded products, or that we will be able to sell our products profitably at prices and with features sufficient to establish demand. The potential customers for our products generally have well-developed manufacturing processes and arrangements with suppliers of the chemical components of their products and may have a resistance to changing these processes and components. These potential customers frequently impose lengthy and complex product qualification procedures on their suppliers, influenced by consumer preference, manufacturing considerations such as process changes and capital and other costs associated with transitioning to alternative components, supplier operating history, established business relationships and agreements, regulatory issues, product liability and other factors, many of which are unknown to, or not well understood by, us. Satisfying these processes may take many months. Similarly, customers of our branded products may have a resistance to accept our alternative compositions for such products. Additionally, we may be subject to product safety testing and may be required to meet certain regulatory and/or product safety standards. Meeting these standards can be a time-consuming and expensive process, and we may invest substantial time and resources into such qualification efforts without ultimately securing approval. If we are unable to convince these potential customers, the consumers who purchase end-products containing our products and the customers of our direct-to-consumer products that our products are comparable to the chemicals that they currently use or that the use of our products is otherwise to their benefit, we will not be successful in entering these markets and our business will be adversely affected.
Moreover, in order to successfully market our direct-to-consumer products, we must continue to build our formulation, production, logistics, sales, marketing, digital, managerial, compliance, and related capabilities or make arrangements with third parties to perform these services. If we are unable to establish adequate marketing, sales and distribution capabilities, whether independently or with third parties, we may not be able to appropriately commercialize such products. Additionally, the internet and other new technologies facilitate competitive entry and comparison shopping for our consumer products, and our digital channel competes against numerous websites, mobile applications and catalogs, which may have a greater volume of circulation and web traffic or more effective marketing through online media and social networking sites. There is no assurance that we will be able to continue to successfully maintain or expand our digital sales channels and respond to shifting consumer traffic patterns and digital buying trends. Our inability to adequately respond to these risks and uncertainties or successfully maintain and expand our digital business could have an adverse impact on our results of operations.
The price and availability of sugarcane and other feedstocks can be volatile as a result of changes in industry policy and may increase the cost of production of our products.
In Brazil, Conselho dos Produtores de Cana-de-Açúcar, Açúcar e Etanol do Estado de São Paulo (Council of Sugarcane, Sugar and Ethanol Producers in the State of São Paulo, or “Consecana”), an industry association of producers of sugarcane, sugar and ethanol, sets market terms and prices for general supply, lease and partnership agreements for sugarcane. If Consecana makes changes to such terms and prices, it could result in higher sugarcane prices and/or a significant decrease in the volume of sugarcane available for the production of our products. In addition, if the availability of sugarcane juice or syrup or other feedstocks is restricted or limited due to the ongoing impacts of the COVID-19 global pandemic, weather conditions, land conditions or any other reason, we may not be able to manufacture our products in a timely or cost-effective manner, or at all, which would have a material adverse effect on our business.
We expect to face competition for our products from existing suppliers, and if we cannot compete effectively against these companies, products or prices, we may not be successful in bringing our products to market, demand for some of our renewable products may decline, or we may be unable to further grow our business.
We expect that our renewable products will compete with both the traditional products that are currently being used in our target markets and with the alternatives to these existing products that established enterprises and new companies are seeking to
produce. In the markets that we have entered, and in other markets that we may seek to enter in the future, we will compete primarily with the established providers of ingredients currently used in products in these markets. Producers of these incumbent products include global health and nutrition companies, large international chemical companies and companies specializing in specific products, such as flavor or fragrance ingredients, squalane or essential oils. We may also compete in one or more of these markets with products that are offered as alternatives to the traditional products being offered in these markets.
With the emergence of many new companies seeking to produce products from renewable sources, we may face increasing competition from such companies. As they emerge, some of these companies may be able to establish production capacity and commercial partnerships to compete with us. If we are unable to establish production and sales channels that allow us to offer comparable products at attractive prices, we may not be able to compete effectively with these companies. Similarly, if we cannot demonstrate that our products are comparable or better alternatives to existing products and to any alternative products that are being developed for the same markets based on some combination of product cost, availability, performance, and consumer preference characteristics, our renewable products may not succeed in the market, which would have a material adverse effect on our business, financial condition, results of operations and growth prospects.
We believe the primary competitive factors in our target markets are:
•product performance and other measures of quality;
•product price;
•product cost;
•sustainability and social responsibility;
•dependability of naturally sourced ingredients; and
•infrastructure compatibility of products.
Many of our competitors are much larger than us and have well-developed distribution systems and networks for their products, valuable historical relationships with the potential customers we are seeking to serve and much more extensive sales and marketing programs in place to promote their products. In order to be successful, we must convince customers that our products are at least as effective as the traditional products they are seeking to replace, and we must provide our products on a cost basis that does not greatly exceed these traditional products and other available alternatives. Some of our competitors may use their influence, brands, and significant resources to impede the development and acceptance of renewable products of the type that we are seeking to produce.
We are subject to risks related to our reliance on collaboration arrangements to fund development and commercialization of our products, and our financial results may be adversely impacted if we fail to meet technical, development, or commercial milestones in such agreements.
For most product markets where we are seeking to enter and grow, we have collaboration partners to fund the research and development, commercialization, and production efforts required for the target products. Typically, we provide limited exclusive rights and revenue-sharing with respect to the production and sale of particular products in specific markets in exchange for such up-front funding. These exclusivity, revenue-sharing, and other similar terms limit our ability to commercialize our products and technology and may impact the size of our business or our profitability in ways that we do not currently envision. In addition, most of these agreements do not affirmatively obligate the other party to purchase specific quantities of any products, and most contain important conditions that must be satisfied before additional research and development funding or product purchases would occur. These conditions include research and development programs and milestones, including technical specifications that must be achieved to the satisfaction of our collaboration partners. We may focus our efforts and resources on potential discovery efforts, product targets or candidates that require substantial technical, financial, and human resources which we cannot be certain we will achieve.
In addition, we may encounter numerous uncertainties and difficulties in developing, manufacturing, and commercializing any new products subject to these collaboration arrangements that may delay or prevent us from realizing their expected benefits or enhancing our business, including uncertainties on the feasibility of taking new molecules to commercial scale. Any failure to successfully develop, produce, and commercialize products under our existing and future collaboration arrangements could have a material adverse effect on our business, financial condition, results of operation and growth prospects.
Revenues from these types of relationships are a key part of our cash plan for 2021 and beyond. If we fail to collect expected collaboration revenues, we may be unable to fund our operations or pursue development and commercialization of our planned products. To achieve our collaboration revenue targets from year to year, we may be obliged to source new partners or enter into agreements that contain less favorable terms. Historically, the process of negotiating and finalizing collaboration
arrangements with our partners has at times been lengthy and unpredictable. Furthermore, as part of our current and future collaboration arrangements, we may be required to make significant capital investments at our existing or planned production facilities in order to develop, produce, and commercialize molecules or other products. Any failure or difficulties in maintaining existing collaboration arrangements or establishing new collaboration arrangements, or building up or retooling our operations to meet the demands of our collaboration partners could have a material negative impact on our business, including our ability to achieve commercial viability for our products, lead to the inability to meet our contractual obligations and could cause us to allocate or divert capital, personnel, and other resources from our organization, which could adversely affect our business and reputation.
Our collaboration arrangements may restrict or prevent our future business activity in certain markets or industries, which could harm our ability to grow our business.
As part of our collaboration arrangements in the ordinary course of business, we grant to our partners exclusive rights with respect to the development, production, and/or commercialization of particular products or types of products in specific markets in exchange for up-front funding and/or downstream royalty arrangements. These rights may inhibit potential collaboration or strategic partners or potential customers from entering into negotiations with us about further business opportunities, and we may be restricted or prevented from engaging with other partners or customers in those markets, which may limit our ability to grow our business or influence our strategic focus, and may lead to an inefficient allocation of capital resources.
In the past, we have had to grant concessions to existing partners in exchange for such partners waiving or modifying their exclusive rights with respect to a particular product, type of product or market in order to engage with a third party with respect to such product, product type, or market. Such concessions are often costly or further limit our ability to conduct future business with respect to a certain product or market. There can be no assurance that existing partners will be willing to grant waivers of or modify their exclusive rights in the future on favorable terms, if at all. If we are unable to engage other potential partners with respect to particular products, product types or markets for which we have previously granted exclusive rights, our ability to grow our business would be harmed, and our results of operations may be adversely affected.
Our relationship with DSM exposes us to financial and commercial risks.
In May 2017, DSM made an investment in the Company and, in connection therewith, we entered into a stockholder agreement with DSM (subsequently amended) which provides DSM with certain rights, including the right to designate up to two members of our board of directors as well as exclusive negotiating rights in connection with certain future commercial projects and arrangements. Subsequently, in July and September 2017, we entered into collaboration agreements (and related license agreements) with DSM to jointly develop several new molecules in the Health and Nutrition field using our technology, which we would produce and DSM would commercialize. In December 2017, we completed the sale of our Brotas, Brazil production facility to DSM and, in connection therewith, entered into several commercial agreements with DSM, including a supply agreement to procure a substantial portion of our product supply requirements, and borrowed $25 million from DSM. In December 2020, we entered into a Farnesene Framework Agreement with DSM, under which we assigned to DSM the supply of Farnesene to Givaudan International SA (Givaudan) for the production and sale of a single specialty ingredient and, in consideration thereof, DSM will pay the Company up to $50 million in the aggregate, of which $30 million was paid in December 2020, $10 million is due in the first quarter of 2021, and the remainder in milestone payments thereafter. For more information regarding these and other transactions and arrangements with DSM, please see Note 4, “Debt,” Note 6, “Stockholders’ Deficit,” Note 10, “Revenue Recognition” and Note 11, “Related Party Transactions” in Part II, Item 8 of this Annual Report on Form 10-K.
DSM, due to its presence on our board of directors, equity ownership in the Company, and commercial relationships with the Company, may be able to control or influence our management, operations and affairs, as well as matters requiring stockholder approval, including the approval of significant corporate transactions, such as the disposition of our intellectual property, mergers, consolidations or the sale of all or substantially all of our assets. Due to its various relationships with the Company, DSM may have interests different from, and may not act in the best interests of, our other stockholders. Consequently, our relationship with DSM may have the effect of delaying or preventing a change of control, or a change in our management or board of directors, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, even if such actions would benefit our other stockholders.
A significant portion of our operations are centered in Brazil, and our business could be adversely affected if we do not operate effectively in that country.
We may be subject to risks associated with the concentration of essential product sourcing and operations in Brazil. The Brazilian government has changed in the past, and may change in the future, monetary, taxation, credit, tariff, labor, export, and other policies to influence the course of Brazil's economy. For example, the government's actions to control inflation have involved interest rate adjustments. We have no control over, and cannot predict what, policies or actions the Brazilian government may take in the future. Our business, financial performance, and prospects may be adversely affected by, among others, the following factors:
•delays or failures in securing licenses, permits, or other governmental approvals necessary to build and operate facilities, use our yeast strains to produce products, and export such products for sale outside Brazil;
•rapid consolidation in the sugar and ethanol industries in Brazil, which could result in a decrease in competition;
•political, economic, diplomatic, or social instability in, or in the region surrounding, Brazil;
•changing interest rates;
•tax burden and policies;
•effects of changes in currency exchange rates;
•any changes in currency exchange policy that lead to the imposition of exchange controls or restrictions on remittances abroad;
•export or import restrictions that limit our ability to move our products out of Brazil or interfere with the import of essential materials into Brazil;
•changes in, or interpretations of, foreign regulations that may adversely affect our ability to sell our products or repatriate profits to the United States;
•tariffs, trade protection measures, and other regulatory requirements;
•compliance with U.S. and foreign laws that regulate the conduct of business abroad;
•compliance with privacy, anti-corruption, and anti-bribery laws, including certain anti-corruption and privacy laws recently enacted in Brazil;
•an inability, or reduced ability, to protect our intellectual property in Brazil including any effect of compulsory licensing imposed by government action; and
•difficulties and costs of staffing and managing foreign operations.
We cannot predict whether the current or future Brazilian government will implement changes to existing policies on taxation, exchange controls, monetary strategy, labor relations, social security and the like, nor can we estimate the impact of any such changes on the Brazilian economy or our operations.
We continue to expand our international footprint and operations, and we may expand further in the future, which subjects us to a variety of risks and complexities which, if not effectively managed, could negatively affect our business.
We maintain operations in foreign jurisdictions other than Brazil, and may in the future expand, or seek to expand, our operations to additional foreign jurisdictions. For example, in 2018, we announced plans to increase our commercial activities in China. Operating in China exposes us to political, legal and economic risks. In particular, the political, legal and economic climate in China, both nationally and regionally, is fluid and unpredictable. Our ability to operate in China may be adversely affected by changes in U.S. and Chinese laws and regulations such as those related to taxation, import and export tariffs, environmental regulations, genetically modified microorganisms (GMM), land use rights, product testing requirements, intellectual property, currency controls, network security, and other matters. In addition, we may not obtain or retain the requisite permits to operate in China, and costs or operational limitations may be imposed in connection with obtaining and complying with such permits. In addition, Chinese trade regulations are in a state of flux, and we may become subject to other forms of taxation, tariffs and duties in China. Furthermore, our counterparties in China may use or disclose our confidential information or intellectual property to competitors or third parties, which could result in the illegal distribution and sale of counterfeit versions of our products. If any of these events occur, our business, financial condition and results of operations could be materially and adversely affected.
In addition, a significant percentage of the production, downstream processing and sales of our products occurs outside the United States or with vendors, suppliers or customers located outside the United States. If tariffs or other restrictions are placed by the United States on foreign imports from Brazil, European or other countries where we operate or seek to operate, or any related counter-measures are taken, our business, financial condition, results of operations and growth prospects may be harmed. Tariffs may increase our cost of goods, which could result in lower gross margin on certain of our products. If we raise prices to account for any such increase in costs of goods, the competitiveness of the affected products could potentially be reduced. In either case, increased tariffs on imports from Brazil, European or other countries where we operate or seek to operate could materially and adversely affect our business, financial condition and results of operations. Furthermore, in retaliation for any tariffs imposed by the United States, other countries may implement tariffs on a wide range of American products, which could increase the cost of our products for non-U.S. customers located in such countries. Any increase in the cost of our products for non-U.S. customers, which represent a substantial portion of our sales, could result in a decrease in
demand for our products by such customers. Trade restrictions implemented by the United States or other countries could materially and adversely affect our business, financial condition and results of operations.
Financial Risks
•Our ability to generate sufficient cash to fund operations and service our debt;
•Our ability to design and maintain effective internal controls;
•Our ability to achieve or sustain profitability given our history of net losses and increased inflation rates;
•Our ability to manage current, or our need to incur future, indebtedness which could impair our flexibility to pursue certain transactions and our ability to operate our business, as well as restrict access to additional capital; and
•Variability of future financial results.
Regulatory, Intellectual Property, and Legal Risks
•Regulatory risks relating to our use of genetically modified feedstocks and yeast strains to produce our products;
•New regulations or changes in regulation relating to our existing or future products or use of customer data, as well as any costs incurred to comply with applicable regulations;
•Our ability to obtain, maintain, protect, and enforce our intellectual property rights; and
•Costs and resources required to manage litigation related to the development and commercialization of our products.
Risks Related to the Ownership of Our Common Stock
•Volatility of our stock price;
•The composition of our capital stock ownership with relevant insiders; and
•Changes in government regulation relating to purchases of our common stock.
Risk Factors
Investing in our common stock involves risk. You should carefully consider the risks and uncertainties described below, together with all of the other information set forth in this Annual Report on Form 10-K, including the consolidated financial statements and related notes, which could materially affect our business, financial condition, results of operations, or growth prospects. If any of the following risks actually occurs, our business, financial condition, results of operations, and growth prospects could be materially and adversely harmed. The trading price of our common stock could decline due to any of these risks, and, as a result, you may lose all or part of your investment.
Business and Operational Risks
Our business is currently adversely affected and could be materially adversely affected in the future by the inflationary impact on key commodities (e.g., sugar prices), recent and potential future impacts of the Ukraine conflict and the COVID-19 pandemic on our supply chain, manufacturing and commercialization activities and other business operations, as well as global economic slowdown which could negatively impact consumer spending and demand.
The COVID-19 pandemic, the ongoing conflict in Ukraine, rising inflation, and global economic slowdown have had, and are expected to continue to have, a negative impact on our global supply chain, cost structure, manufacturing and commercialization activities. Although we have experienced an increase in digital commerce and online purchasing, these macroeconomic effects have, and are expected to continue to have, an adverse effect on consumer spending and overall demand. In addition, if these external pressures impact the financial position of our customers, resale channel partners or any of our collaboration partners, we may have difficulty achieving our growth targets, collecting receivables or milestone and royalty payments, and our business and results of operations could be exposed to risks associated with uncollectible accounts or defaults on contractual payment obligations by our collaboration partners. The duration and severity of any further economic or market impact of the COVID-19 pandemic, the Ukraine conflict, inflation and other geopolitical and economic trends remain uncertain, and there can be no assurance that it will not have an adverse effect on our liquidity and capital resources, including our ability to access capital markets, in the future, on terms that are favorable to us, or at all.
A limited number of customers, distributors and collaboration partners account for a material portion of our revenues. The loss of major customers, distributors or collaboration partners could harm our operating results.
Our revenues have varied materially from quarter to quarter and are dependent on sales to, and collaborations with, a limited number of customers, distributors and/or collaboration partners. We cannot be certain that customers, distributors and/or collaboration partners that have accounted for material revenues in past periods, individually or as a group, will continue to generate similar revenues in any future period. If we fail to renew with, or if we lose, a major customer, distributor or collaboration partner, our revenues could decline if we are unable to replace the lost revenues with revenues from other sources. Furthermore, if we lose one or more of our distributors and cannot replace the distributor in a timely manner or at all, our business, results of operation and financial condition may be materially adversely affected.
We face challenges producing our products at commercial scale and at commercially viable cost, especially as we ramp up operations at our new precision fermentation facility, and we may not be able to commercialize our products to the extent necessary to make a profit or sustain and grow our current business.
To commercialize our products, we must be successful in using our yeast strains to produce target molecules at commercial scale or at a commercially viable cost. If we cannot achieve commercially viable production economics for enough products to support our business plan, including through establishing and maintaining sufficient production scale and volume, we will be unable to achieve a sustainable products business. Our production costs depend on many factors that could have a negative effect on our ability to offer our planned products at competitive prices, including, in particular, our ability to establish and maintain sufficient production scale and volume, feedstock costs, exchange rates (primarily the Brazil Real versus the U.S. Dollar) and contract manufacturing costs.
We face financial risk associated with scaling up production to reduce our production costs. To reduce per-unit production costs, we must increase production to achieve economies of scale and to be able to sell our products with positive margins. However, if we do not sell production output in a timely manner or in sufficient volumes, our investment in production will lead to higher working capital costs, which harm our cash position and could generate losses. Additionally, we may incur added storage costs and we may face issues related to the decrease in quality of our stored products as well as supply chain delays and disruptions, all of which can adversely affect the value of such products. Since achieving competitive product prices generally requires increased production volumes and our manufacturing operations and cash flows from sales are in their early stages, we have had to produce and sell products at a loss in the past, and may continue to do so as we build our business. If we are unable to achieve adequate revenues from a combination of product sales and other sources, we may not be able to invest in production and we may not be able to pursue our business plans. In addition, in order to attract potential collaboration or joint venture partners, or to meet payment milestones under existing or future collaboration agreements, we have in the past been, and may in the future be, required to guarantee or meet certain levels of production costs. If we are unable to reduce our production costs to meet such guarantees or milestones, our net cash flow will be further reduced.
If we are not able to successfully commence, scale up or sustain operations at existing and planned manufacturing facilities, our customer relationships, business and results of operations may be adversely affected.
A substantial component of our planned production capacity in the near- and long-term depends on successful operations at our existing and potential large-scale production plants. In 2022, we completed construction of our new precision fermentation facility in Brazil, which we expect will allow us to manufacture up to five products concurrently, including our specialty ingredients portfolio and our zero calorie sweetener ingredient. We commenced operations of this factory in the first half of 2022 and had three (of five) production lines operational in the second half of 2022. However, there can be no assurances that we will be able to complete the commissioning of last two remaining production lines on our expected timeline, if at all. Delays or problems in the start-up or operation of such facilities could cause delays in our ramp-up of production and hamper our ability to reduce our production and logistics costs. Delays in construction can occur due to a variety of factors, including regulatory requirements, COVID-19-related factors, and our ability to fund construction and commissioning costs.
Once each production and purification line at this new facility is complete, we must successfully commission them, and they must perform as we expect. If we encounter significant delays in financing, cost overruns, engineering issues, contamination problems, equipment or raw material supply constraints, unexpected equipment maintenance requirements, safety issues, work stoppages or other serious challenges in bringing these facilities online and operating them at commercial scale, including as a result of the impacts of the COVID-19 pandemic, we may be unable to produce our renewable products in the time frame and at the cost we have planned. It is difficult to predict the effects of scaling up production of industrial fermentation to commercial scale, as it involves various risks to the quality and consistency of our molecules. In addition, in order to produce molecules at existing and potential future plants, we have been and may in the future be required to perform thorough transition activities and modify the design of the plant. Any modifications to the production plant could cause complications in the operations of the plant, which could result in delays or failures in production. If we are unable to create or obtain additional manufacturing capacity necessary to meet existing and potential customer demand, we may need to continue to use, or increase our use of, contract manufacturing sources, which may not be available on terms acceptable to us, if at all, and generally entail greater cost to us and would therefore reduce our anticipated gross margins. Further, if our efforts to increase (or commence, as the case may be) production at the facilities are not successful, our partners may decide not to work with us to develop additional production facilities, demand more favorable terms or delay their commitment to invest capital in our production. If we are unable to create and sustain manufacturing capacity and operations sufficient to satisfy the existing and potential demand of our customers and partners, our business and results of operations may be adversely affected.
In addition, the production of our products at our purpose-built, large-scale precision fermentation facility requires large volumes of feedstock. For this facility in Brazil, we rely primarily on Brazilian sugarcane. While in certain cases we have entered into feedstock agreements with suppliers which we expect to supply the sugarcane feedstock necessary to produce our products at our facility in Brazil that specify the pricing, quantity and product specifications, we cannot predict the future availability or price of these various feedstocks, nor can we be sure that our mill partners will be able to supply it in sufficient quantities or in a timely manner, whether due to COVID-19 impacts or otherwise. Furthermore, to the extent we are required to rely on sugar feedstock other than Brazilian sugarcane, the cost of such feedstock may be higher than we expect, increasing our anticipated production costs. Feedstock crop yields and sugar content depend on weather conditions, such as rainfall and temperature. Weather conditions have historically caused volatility in the sugar industries by causing crop failures or reduced harvests. Excessive rainfall can adversely affect the supply of sugarcane and other sugar feedstock available for the production of our products by reducing the sucrose content and limiting growers' ability to harvest. Crop disease and pestilence can also occur from time to time and can adversely affect feedstock growth, potentially rendering useless or unusable all or a substantial portion of affected harvests. With respect to sugarcane, its seasonal availability and price, the limited amount of time during which it keeps its sugar content after harvest, and the fact that sugarcane is not itself a traded commodity, increase supply risks and limit our ability to substitute supply. If production of sugarcane or any other feedstock we may use to produce our products is adversely affected by these or other conditions, our production will be impaired, increasing costs to our operations and adversely affecting our business.
Our use of contract manufacturers exposes us to risks relating to costs, supply and delivery, and logistics, and loss or termination of contract manufacturing relationships could harm our ability to meet our production goals.
In addition to our production and purification facilities, we must commercially produce, process and manufacture our products through the use of contract manufacturers, and we anticipate that we will continue to use contract manufacturers for the foreseeable future. Establishing and operating contract manufacturing facilities requires us to make significant capital expenditures, which reduces our cash and places such capital at risk. Also, contract manufacturing agreements may contain terms that commit us to pay for capital expenditures and other costs and amounts incurred or expected to be earned by the plant operators and owners, which can result in contractual liability and losses for us even if we terminate a particular contract manufacturing arrangement or decide to reduce or stop production under such an arrangement. Further, we cannot be sure that contract manufacturers will be available when we need their services, that they will be willing to dedicate a portion of their capacity to our projects, or that we will be able to reach acceptable price, delivery and other terms with them for the provision of their production services.
The locations of contract manufacturers can pose additional cost, logistics and feedstock challenges. If production capacity is available at a plant that is remote from usable chemical finishing or distribution facilities, or from customers, we will be required to incur additional expenses in shipping products to other locations. Such costs could include shipping costs, compliance with export and import controls, tariffs and additional taxes, among others. In addition, we may be required to use feedstock from a particular region for a given production facility. The feedstock available in such region may not be the least expensive or most effective feedstock for production, which could materially raise our overall production cost or reduce our product’s quality until we are able to optimize the supply chain.
Moreover, we rely on contract manufacturers to produce and/or provide downstream processing of our products, and we anticipate that we will continue to use contract manufacturers for the foreseeable future. If we are unable to secure the services of contract manufacturers when and as needed, we may lose customer opportunities and the growth of our business may be impaired. If we shift priorities and adjust anticipated production levels (or cease production altogether) at contract manufacturing facilities, such adjustments or cessations could also result in disputes or otherwise harm our business relationships with contract manufacturers. In addition, reliance on external sources for our other target molecules could create a risk for us if a single source or a limited number of sources of manufacturing runs into operational issues, creating risk of loss of sales and profitability. Reducing or stopping production at one facility while increasing or starting up production at another facility generally results in significant losses of production efficiency, which can persist for significant periods of time. Also, in order for production to commence under our contract manufacturing arrangements, we generally must provide equipment for such operations, and we cannot be assured that such equipment can be ordered or installed on a timely basis, at acceptable costs, or at all. Further, in order to establish operations at new contract manufacturing facilities, we need to transfer our yeast strains and production processes from our labs to commercial plants controlled by third parties, which may pose technical or operational challenges that delay production or increase our costs.
Our ability to establish substantial commercial sales of our products is subject to many risks, any of which could prevent or delay revenue growth and adversely impact our customer relationships, business and results of operations.
There can be no assurance that our products will be approved or accepted by customers, including customers of our branded products, or that we will be able to sell our products profitably at prices and with features sufficient to establish demand. The potential customers for our products generally have well-developed manufacturing processes and arrangements with suppliers of the chemical components of their products and may have a resistance to changing these processes and components. These potential customers frequently impose lengthy and complex product qualification procedures on their suppliers, influenced by consumer preference, manufacturing considerations such as process changes and capital and other costs associated with transitioning to alternative components, supplier operating history, established business relationships and agreements, regulatory issues, product liability and other factors, many of which are unknown to, or not well understood by, us. Satisfying these processes may take many months. Similarly, customers of our branded products may have a resistance to accept our alternative compositions for such products. Additionally, we may be subject to product safety testing and may be required to meet certain regulatory and/or product safety standards. Meeting these standards can be a time-consuming and expensive process, and we may invest substantial time and resources into such qualification efforts without ultimately securing approval. If we are unable to convince these potential customers, the consumers who purchase end-products containing our products and the customers of our direct-to-consumer products, that our products are comparable to the chemicals that they currently use or that the use of our products is otherwise to their benefit, we will not be successful in entering these markets and our business will be adversely affected.
Moreover, in order to successfully market our direct-to-consumer products, we must continue to build our formulation, production, logistics, quality, sales, marketing, digital, managerial, compliance, and related capabilities or make arrangements with third parties to perform these services. If we are unable to establish adequate marketing, sales and distribution capabilities, whether independently or with third parties, we may not be able to appropriately commercialize such products. Additionally, the internet and other new technologies facilitate competitive entry and comparison shopping for our consumer products, and our digital channels compete against numerous websites, mobile applications and catalogs, which may have a greater volume of circulation and web traffic or more effective marketing through online media and social networking sites. There is no assurance that we will be able to continue to successfully maintain or expand our digital sales channels and respond to shifting consumer traffic patterns and digital buying trends. Our inability to adequately respond to these risks and uncertainties or successfully maintain and expand our digital business could have an adverse impact on our results of operations.
The price and availability of sugarcane and other feedstocks can be volatile as a result of changes in industry policy and may increase the cost of production of our products.
In Brazil, Conselho dos Produtores de Cana-de-Açúcar, Açúcar e Etanol do Estado de São Paulo (Council of Sugarcane, Sugar and Ethanol Producers in the State of São Paulo (Consecana), an industry association of producers of sugarcane, sugar and ethanol, sets market terms and prices for general supply, lease and partnership agreements for sugarcane. If Consecana makes changes to such terms and prices, it could result in higher sugarcane prices and/or a significant decrease in the volume of sugarcane available for the production of our products. In addition, if the availability of sugarcane juice or syrup or other feedstocks is restricted or limited due to the impacts of the COVID-19 global pandemic, weather conditions, land conditions or any other reason, we may not be able to manufacture our products in a timely or cost-effective manner, or at all, which would have a material adverse effect on our business.
We expect to face competition for our products from existing suppliers, and if we cannot compete effectively against these companies, products or prices, we may not be successful in bringing our products to market, demand for some of our renewable products may decline, or we may be unable to further grow our business.
We expect that our renewable products will compete with both the traditional products that are currently being used in our target markets and with the alternatives to these existing products that established enterprises and new companies are seeking to produce. In the markets that we have entered, and in other markets that we may seek to enter in the future, we will compete primarily with the established providers of ingredients currently used in products in these markets. Producers of these incumbent products include global health and nutrition companies, large international chemical companies and companies specializing in specific products, such as flavor or fragrance ingredients, squalene or essential oils. We may also compete in one or more of these markets with products that are offered as alternatives to the traditional products being offered in these markets.
With the emergence of many new companies seeking to produce products from renewable sources, we may face increasing competition from such companies. As they emerge, some of these companies may be able to establish production capacity and commercial partnerships to compete with us. If we are unable to establish production and sales channels that allow us to offer comparable products at attractive prices, we may not be able to compete effectively with these companies. Similarly, if we cannot demonstrate that our products are comparable or better alternatives to existing products and to any alternative products that are being developed for the same markets based on some combination of product cost, availability, performance, and consumer preference characteristics, our renewable products may not succeed in the market, which would have a material adverse effect on our business, financial condition, results of operations and growth prospects.
We believe the primary competitive factors in our target markets are:
•product performance and other measures of quality;
•product price;
•product cost;
•sustainability and social responsibility;
•dependability of naturally sourced ingredients; and
•infrastructure compatibility of products.
Many of our competitors are much larger than us and have well-developed distribution systems and networks for their products, valuable historical relationships with the potential customers we are seeking to serve and much more extensive marketing and sales programs in place to promote their products. In order to be successful, we must convince customers that our products are at least as effective as the traditional products they are seeking to replace, and we must provide our products on a cost basis that does not greatly exceed these traditional products and other available alternatives. Some of our competitors may use their influence, brands, and significant resources to impede the development and acceptance of renewable products of the type that we are seeking to produce.
We are subject to risks related to our reliance on collaboration arrangements to fund development and commercialization of our products, and our financial results may be adversely impacted if we fail to meet technical, development, or commercial milestones in such agreements.
For most product markets where we are seeking to enter and grow, we have collaboration partners to fund the research and development, commercialization, and production efforts required for the target products, and in some cases, for the ultimate sale of certain products to the customer under the agreement. Typically, we provide limited exclusive rights and revenue-sharing with respect to the production and sale of particular products in specific markets in exchange for such up-front funding. These exclusivity, revenue-sharing, and other similar terms limit our ability to commercialize our products and technology and may impact the size of our business or our profitability in ways that we do not currently envision. In addition, most of these agreements do not affirmatively obligate the other party to purchase specific quantities of any products, and most contain
important conditions that must be satisfied before additional funding of research and development or product purchases would occur. These conditions include research and development programs and milestones, including technical specifications that must be achieved to the satisfaction of our collaboration partners. We may focus our efforts and resources on potential discovery efforts, product targets or candidates that require substantial technical, financial, and human resources which we cannot be certain we will achieve.
In addition, we may encounter numerous uncertainties and difficulties in developing, manufacturing, and commercializing any new products subject to these collaboration arrangements that may delay or prevent us from realizing their expected benefits or enhancing our business, including uncertainties on the feasibility of taking new molecules to commercial scale. Any failure to successfully develop, produce, and commercialize products under our existing and future collaboration arrangements could have a material adverse effect on our business, financial condition, results of operation and growth prospects.
Revenues from these types of relationships are a key part of our cash plan for 2023 and beyond. If we fail to collect expected collaboration revenues, including earnout revenues, we may be unable to fund our operations or pursue development and commercialization of our planned products. To achieve our collaboration revenue targets from year to year, we may be obliged to source new partners or enter into agreements that contain less favorable terms. Historically, the process of negotiating and finalizing collaboration arrangements with our partners has at times been lengthy and unpredictable. Furthermore, as part of our current and future collaboration arrangements, we may be required to make significant capital investments at our existing or planned production facilities in order to develop, produce, and commercialize molecules or other products. Any failure or difficulties in maintaining existing collaboration arrangements or establishing new collaboration arrangements, or building up or retooling our operations to meet the demands of our collaboration partners could have a material negative impact on our business, including our ability to achieve commercial viability for our products, lead to the inability to meet our contractual obligations and could cause us to allocate or divert capital, personnel, and other resources from our organization, which could adversely affect our business and reputation.
Our collaboration arrangements may restrict or prevent our future business activity with respect to certain products, or in certain geographic markets or industries, which could harm our ability to grow our business.
As part of our collaboration arrangements in the ordinary course of business, we grant to our partners rights of first refusal (ROFRs) and exclusive rights with respect to the development, production, and/or commercialization of particular products or types of products in specific geographic markets or industries, in exchange for up-front funding and/or downstream royalty arrangements. These rights may inhibit potential collaboration or strategic partners or potential customers from entering into negotiations with us about further business opportunities, and we may be restricted or prevented from engaging with other partners or customers for such products or in those markets, which may limit our ability to grow our business or influence our strategic focus, and may lead to an inefficient allocation of capital resources.
In the past, we have had to grant concessions to existing partners in exchange for such partners waiving or modifying their exclusive rights with respect to a particular product, type of product or market in order to engage with a third party with respect to such product, product type, or market. Such concessions are often costly or further limit our ability to conduct future business with respect to a certain product or market. There can be no assurance that existing partners will be willing to grant waivers of or modify their exclusive rights or ROFRs in the future on favorable terms, if at all. If we are unable to engage other potential partners with respect to particular products, product types, geographic markets or industries for which we have previously granted exclusive rights or ROFRs, our ability to grow our business would be harmed, and our business, financial condition, and results of operations may be adversely affected.
Our relationship with DSM exposes us to financial and commercial risks.
In May 2017, DSM made an investment in us and, in connection therewith, we entered into a stockholder agreement with DSM (subsequently amended) which provides DSM with certain rights, including the right to designate one member of our board of directors (to the extent DSM maintains beneficial ownership of at least 4.5% of our outstanding common stock) as well as exclusive negotiating rights in connection with certain future commercial projects and arrangements. Subsequently, in July and September 2017, we entered into collaboration agreements (and related license agreements) with DSM to jointly develop several new molecules in animal and human health and nutrition field using our technology, which we would produce and DSM would commercialize. In December 2020, we entered into a Farnesene Framework Agreement with DSM, under which we assigned to DSM the supply of Farnesene to Givaudan International SA (Givaudan) for the production and sale of a single specialty ingredient. In March 2021, we entered into agreements, under which DSM acquired certain exclusive rights to our flavor and fragrance (F&F) product portfolio and an exclusive license to our F&F intellectual property, and under which we agreed to manufacture F&F ingredients for DSM for fifteen years. In October 2022, we entered into a loan and security agreement with an affiliate of DSM, as lender, for a secured term loan facility, which was amended in December 2022. For
more information regarding these and other transactions and arrangements with DSM, please see Note 4, “Debt,” Note 6, “Stockholders’ Equity (Deficit),” Note 10, “Revenue Recognition” and Note 11, “Related Party Transactions” in Part II, Item 8 of this Annual Report on Form 10-K.
DSM, due to its presence on our board of directors, equity ownership in us, and commercial relationships with us, may be able to influence our management, operations and affairs, including the approval of significant corporate transactions, such as the disposition of our intellectual property, mergers, consolidations or the sale of all or substantially all of our assets. Due to its various relationships with us, DSM may have interests different from, and may not act in the best interests of, our other stockholders.
A significant portion of our operations is centered in Brazil, and our business could be adversely affected if we do not operate effectively in that country.
We may be subject to risks associated with the concentration of essential product sourcing and operations in Brazil. The Brazilian government has changed in the past, and may change in the future, monetary, taxation, credit, tariff, labor, export, and other policies to influence the course of Brazil's economy. For example, the government's actions to control inflation have involved interest rate adjustments. We have no control over, and cannot predict what, policies or actions the Brazilian government may take in the future. Our business, financial performance, and prospects may be adversely affected by, among others, the following factors:
•delays or failures in securing licenses, permits, or other governmental approvals necessary to build and operate facilities, use our yeast strains to produce products, and export such products for sale outside Brazil;
•rapid consolidation in the sugar and ethanol industries in Brazil, which could result in a decrease in competition;
•political, economic, diplomatic, or social instability in, or in the region surrounding, Brazil, including the recent political upheaval in the country related to the presidential election;
•effects of changes in currency exchange rates;
•changing interest rates;
•impact of the COVID-19 pandemic on the supply of raw materials, labor or services;
•tax burden and policies;
•any changes in currency exchange policy that lead to the imposition of exchange controls or restrictions on remittances abroad;
•export or import restrictions that limit our ability to move our products out of Brazil or interfere with the import of essential materials into Brazil;
•changes in, or interpretations of, foreign regulations that may adversely affect our ability to sell our products or repatriate profits to the United States;
•tariffs, trade protection measures, and other regulatory requirements;
•compliance with U.S. and foreign laws that regulate the conduct of business abroad;
•compliance with privacy, anti-corruption, and anti-bribery laws, including certain anti-corruption and privacy laws recently enacted in Brazil;
•an inability, or reduced ability, to protect our intellectual property in Brazil including any effect of compulsory licensing imposed by government action; and
•difficulties and costs of staffing and managing foreign operations.
We cannot predict whether the current or future Brazilian government will implement changes to existing policies on taxation, exchange controls, monetary strategy, labor relations, social security and the like, nor can we estimate the impact of any such changes on the Brazilian economy or our operations.
We continue to expand our international footprint and operations, and we may expand further in the future, which subjects us to a variety of risks and complexities which, if not effectively managed, could negatively affect our business.
We maintain operations in foreign jurisdictions other than Brazil, and may in the future expand, or seek to expand, our operations to additional foreign jurisdictions. For example, operating in Europe, China and the Middle East exposes us to political, legal and economic risks. In particular, the political, legal and economic climate in China, both nationally and regionally, is fluid and unpredictable. Our ability to operate in China may be adversely affected by changes in U.S. and Chinese laws and regulations such as those related to taxation, import and export tariffs, environmental regulations, genetically modified microorganisms (GMM), land use rights, product testing requirements, intellectual property, currency controls, network security, and other matters. In addition, we may not obtain or retain the requisite permits to operate in China, and costs or operational limitations may be imposed in connection with obtaining and complying with such permits. In addition, Chinese trade regulations are in a state of flux, and we may become subject to other forms of taxation, tariffs and duties in China.
Furthermore, our counterparties in China may use or disclose our confidential information or intellectual property to competitors or third parties, which could result in the illegal distribution and sale of counterfeit versions of our products. If any of these events occur, our business, financial condition and results of operations could be materially and adversely affected.
In addition, a significant percentage of the production, downstream processing and sales of our products occurs outside the United States or with vendors, suppliers or customers located outside the United States. If tariffs or other restrictions are placed by the United States on foreign imports from Brazil, European or other countries where we operate or seek to operate, or any related counter-measures are taken, our business, financial condition, results of operations and growth prospects may be harmed. Tariffs may increase our cost of goods, which could result in lower gross margin on certain of our products. If we raise prices to account for any such increase in costs of goods, the competitiveness of the affected products could potentially be reduced. In either case, increased tariffs on imports from Brazil, European or other countries where we operate or seek to operate could materially and adversely affect our business, financial condition and results of operations. Furthermore, in retaliation for any tariffs imposed by the United States, other countries may implement tariffs on a wide range of American products, which could increase the cost of our products for non-U.S. customers located in such countries. Any increase in the cost of our products for non-U.S. customers, which represent a substantial portion of our sales, could result in a decrease in demand for our products by such customers. Trade restrictions and sanctions implemented by the United States or other countries, including sanctions imposed on Russia by the United States and other countries due to Russia's invasion of Ukraine, could materially and adversely affect our business, financial condition and results of operations.
Financial Risks
We may not be able to generate sufficient cash inflows from our various revenue streams to fund our anticipated operations and to service our debt obligations.
Our planned working capital needs and operating and capital expenditures for 2023, and our ability to service our outstanding debt obligations, are dependent on significant inflows of cash from product sales, licenses, and royalties, and grants and collaborations and, as needed, additional financing arrangements, as well as cost mitigation initiatives such as our Fit-to-Win initiatives that we commenced in the third quarter of 2022. We will continue to need to fund our research and development and related activities and to provide working capital to fund production, procurement, storage, distribution, and other aspects of our business. Some of our anticipated funding sources, such as research and development collaborations, are subject to the risks that we may not be able to meet milestones, or that collaborations may end prematurely for reasons that may be outside of our control (including technical infeasibility of the project or a collaborator’s right to terminate without cause). The inability to generate sufficient cash flow, as described above, could have a material effect on our ability to continue with our business plans and our status as a going concern.
If we are unsuccessful in executing our Fit-to-Win initiatives or otherwise have insufficient cash, our ability to continue as a going concern would be jeopardized, and we would take the following actions:
•Shift focus to existing products and customers with significantly reduced investment in new product and commercial development efforts;
•Reduce or delay uncommitted capital expenditures, nonessential facilities and lab equipment, and information technology projects or liquidate certain of our assets;
•Closely monitor our working capital position with contract manufacturers and other suppliers, as well as suspend operations at pilot plants and demonstration facilities; and
•Reduce expenditures for third party contractors, including consultants, professional advisors, and other vendors.
Implementing this plan could have a negative impact on our ability to continue our business as currently contemplated, including, without limitation, delays or failures in our ability to:
•Achieve planned production levels;
•Develop and commercialize products within planned timelines or at planned scales;
•Introduce new consumer brands; and
•Continue other core activities.
Furthermore, any inability to scale-back operations as necessary, and any unexpected liquidity needs, could create pressure to implement more severe measures. Such measures could materially affect our ability to meet contractual requirements and increase the severity of the consequences described above. In addition, we are subject to market conditions on our ability to access our existing cash, cash equivalents and investments. For example, although we do not hold any cash or maintain any accounts at, nor do we have any other relationships with, Silicon Valley Bank or Signature Bank, on March 10, 2023 and March 12, 2023, respectively, the Federal Deposit Insurance Corporation took control and was appointed receiver of these banks, and if other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions
affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened, which could have a material adverse effect on our business and financial condition.
We have incurred substantial debt, which could impair our flexibility and access to capital and adversely affect our financial position, and our business would be materially adversely affected if we are unable to service our debt obligations.
In November 2021, we sold $690.0 million aggregate convertible senior notes due 2026 (2026 Convertible Senior Notes). During 2022, we issued $181.7 million aggregate of principal amount of additional promissory notes pursuant to senior secured credit facilities with Foris and DSM. As of December 31, 2022, the principal amounts due under our debt instruments (including the 2026 Convertible Senior Notes and related party debt) totaled $923.0 million, of which $128.7 million is classified as current. We may incur additional indebtedness from time to time to finance working capital, research and product development efforts, strategic acquisitions, investments and partnerships, capital expenditures, including funding the completion of our new manufacturing facilities in Brazil, or other general corporate purposes, subject to the restrictions contained in our debt agreements.
Our substantial indebtedness may:
•limit our ability to use our cash flow or obtain additional financing (on satisfactory terms or at all) to fund working capital, capital expenditures, product development efforts, acquisitions, investments and strategic alliances, and for other general corporate requirements;
•require us to use a substantial portion of our cash flow from operations to make debt service payments;
•increase our vulnerability to economic downturns and adverse competitive and industry conditions and place us at a competitive disadvantage compared to those of our competitors that are less leveraged;
•limit our flexibility in planning for, or reacting to, changes in our business and our industry and limit our ability to pursue other business opportunities, borrow more money for operations or capital in the future, and implement our business strategies;
•result in dilution to our existing stockholders in the event exchanges of our 2026 Convertible Senior Notes are settled in common stock; and
•restrict our ability to grant additional liens on our assets, which may make it more difficult to secure additional financing in the future.
In addition, servicing our debt requires a significant amount of cash. Our cash balance is significantly less than the principal amount of our outstanding debt, and we may not generate sufficient cash flow from our operations to pay our substantial debt, including any payments in connection with the 2026 Convertible Senior Notes, in which case we would be in default under our 2026 Convertible Senior Notes. We may also be required to raise additional working capital through future financings or sales of assets to enable us to repay our outstanding indebtedness as it becomes due. There can be no assurance that we will be able to generate cash or raise additional capital. If we are at any time unable to generate sufficient cash flow from operations to service our indebtedness when payment is due, we may be required to attempt to renegotiate the terms of the instruments relating to the indebtedness, seek to refinance all or a portion of the indebtedness or obtain additional financing. There can be no assurance that we would be able to successfully renegotiate such terms, that any such refinancing would be possible or that any additional financing could be obtained on terms that are favorable or acceptable to us, if at all. Any debt financing that is available could cause us to incur substantial costs and subject us to covenants that significantly restrict our ability to conduct our business. If we seek to complete additional equity financings, the interests of existing stockholders may be diluted. If we are unable to make payment on our secured debt instruments when due, the lender under such instrument may foreclose on and sell the assets securing such indebtedness to satisfy our payment obligations, which could prevent us from accessing those assets for our business and conducting our business as planned, which could materially harm our financial condition and results of operations.
Our existing secured financing arrangements provides our lenders with liens on substantially all of our assets, including our intellectual property, and contain financial covenants and other restrictions on our actions, which may restrict our ability to pursue certain transactions and operate our business.
We have granted liens on substantially all of our assets, including our intellectual property, as collateral in connection with senior secured credit facilities with Foris and liens on certain remaining assets in connection with a secured credit facility with DSM. In connection with such credit facilities, we have agreed to financial covenants and other covenants that materially limit our ability to take certain actions, including, among other things, our ability to pay dividends, make certain investments, incur additional indebtedness, undertake certain mergers and consolidations, and encumber and dispose of assets (see Note 4, “Debt” in Part II, Item 8 of this Annual Report on Form 10-K). The credit facilities contain customary events of default, including failure to pay amounts due, breaches of covenants and warranties, material adverse effect events, certain cross defaults and judgements, and insolvency. A failure to comply with the covenants and other provisions of our debt instruments, including any
failure to make a payment when required, would generally result in payment penalties or events of default under such credit facilities, which could trigger acceleration of such indebtedness and result in a material adverse effect on our business. If such indebtedness were to be accelerated, it could trigger an event of default under our other outstanding indebtedness, permitting acceleration of a substantial portion of our indebtedness. We have in the past had certain of our debt instruments accelerated for failure to make a payment when due. Any required repayment of our indebtedness as a result of acceleration or otherwise would lower our current cash on hand such that we would not have those funds available for use in our business or for payment of other outstanding indebtedness.
If we fail to maintain an effective system of internal controls, we may not be able to report our financial results accurately or in a timely manner or prevent fraud; in that case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our stock.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. In addition, Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404) and related SEC rules require management to assess the effectiveness of our internal control over financial reporting. Effective internal controls are necessary for us to provide reliable financial reports and help us to prevent fraud. The process of implementing our internal controls and complying with Section 404 is expensive and time consuming and requires significant continuous attention of management. We cannot be certain that these measures will ensure that we maintain adequate controls over our financial processes and reporting in the future.
Control deficiencies in 2017 and 2018 resulted in the restatement of our audited consolidated financial statements for the year ended December 31, 2017 and our interim condensed consolidated financial statements for March 31, 2018, June 30, 2018 and September 30, 2018. Also, a control deficiency in 2019 identified priorprior to issuing our condensed consolidated financial statements as of and for the three and nine months ended September 30, 2019 resulted in us concluding this control deficiency was a material weakness and that our internal control over financial reporting was not effective as of December 31, 2019, and created a reasonable possibility that a further material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis.
Our management has remediated this material weakness. We cannot, however, guarantee that additional material weaknesses or significant deficiencies in our internal controls will not be discovered or occur in the future. We experienced significant growth in 2022 and anticipate continuing this growth trajectory to continue throughout 2023 through business acquisitions, hiring of additional employees, expanding of our facilities and operating locations, and significantly increasing our manufacturing activity and service delivery capabilities in Brazil and Europe, all of which could impact our ability to accurately and timely record transactions, and could result in internal control failures that lead to material weaknesses or significant deficiencies. If these events occur, we may be unable to report our financial results accurately or on a timely basis, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence and adversely affect the market price of our common stock and our ability to access the capital markets, and we could be subject to sanctions or investigations by the Nasdaq Stock Market (Nasdaq), the SEC or other regulatory authorities. See Part II, Item 9A “Controls and Procedures” of this Annual Report on Form 10-K for additional information.
In addition, to the extent we create joint ventures or have any variable interest entities and the financial statements of such entities are not prepared by us, we will not have direct control over their financial statement preparation. As a result, we will, for our financial reporting, depend on what these entities report to us, which could result in us adding monitoring and audit processes to those operations and increase the difficulty of implementing and maintaining adequate internal control over our financial processes and reporting in the future, which could lead to delays in our external reporting. In particular, this may occur in instances in which where we are establishing such entities with commercial partners that do not have sophisticated financial accounting processes in place, or where we are entering into new relationships at a rapid pace, straining our integration capacity. Additionally, if we do not receive the information from the joint venture or variable interest entity on a timely basis, it could cause delays in our external reporting.
Even if we conclude in the future, and our independent registered public accounting firm concurs, that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our results of operations or cause us to fail to meet our reporting obligations, which could reduce the market’s confidence in our financial statements and harm our stock price. In addition, failure to comply with Section 404 could subject us to a variety of administrative sanctions, including SEC action, the suspension or delisting of our common stock from the stock exchange on which it is listed,by Nasdaq, and the inability of registered broker-dealers to make a market in our common stock, which could further reduce our stock price and could harm our business.
We have a history of net losses to date, anticipate continuing to incur losses in the future, and may not be able to achieve or sustain profitability.
We have incurred operating losses since our inception, and we expect to continue to incur losses and negative cash flows from operations for at least the next 12 months following the issuance of this Annual Report on Form 10-K. As of December 31, 2020,2022, we had negative working capital of $16.5 million and an accumulated deficit of $2.1$2.9 billion.
Our cash and cash equivalents of $30.2 million as of December 31, 2020 is not expected to be sufficient to fund expected cash flow requirements from operations and cash debt service obligations through March 31, 2022. The Company has previously announced strategic transactions which are expected to generate substantial cash during 2021 and beyond. Solely based on cash from operations, there is doubt about our ability to continue as a going concern within one year after the date that these financial statements are issued. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to continue as a going concern will depend, in large part, on our ability to minimize the anticipated negative cash flows from operations during the 12 months from the date of this filing and to raise additional cash proceeds through strategic transactions, financings, and refinance or extend debt maturities occurring later in 2021, all of which is uncertain and outside our control. Further, our operating plan for 2021 contemplates a significant reduction in our net operating cash outflows as compared to the year ended December 31, 2020, resulting from (i) revenue growth from sales of existing and new products with positive gross margins, (ii) reduced production costs as a result of manufacturing and technical developments, (iii) continued cash inflows from collaboration and grants and licenses and royalties, (iv) the monetization of certain assets, and (v) lower debt servicing expense. If we are unable to complete these actions, we may be unable to meet our operating cash flow needs and our obligations under our existing debt facilities. This could result in an acceleration of our obligation to repay all amounts outstanding under those facilities, and we may be forced to obtain additional equity or debt financing, which may not occur timely or on reasonable terms, if at all, and/or liquidate our assets.
Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, which could have a material adverse effect on our financial condition and cause investors to suffer the loss of all or a substantial portion of their investment.
We may not be able to generate sufficient cash inflows from the sales of renewable products, licenses and royalties, and grants and collaborations to fund our anticipated operations and to service our debt obligations.
Our planned working capital needs and operating and capital expenditures for 2021, and our ability to service our outstanding debt obligations, are dependent on significant inflows of cash from product sales, licenses, and royalties, and grants and collaborations and, if needed, additional financing arrangements. We will continue to need to fund our research and development and related activities and to provide working capital to fund production, procurement, storage, distribution, and other aspects of our business. Some of our anticipated funding sources, such as research and development collaborations, are subject to the risks that we may not be able to meet milestones, or that collaborations may end prematurely for reasons that may be outside of our control (including technical infeasibility of the project or a collaborator’s right to terminate without cause). The inability to generate sufficient cash flow, as described above, could have a material effect on our ability to continue with our business plans and our status as a going concern.
If we have insufficient cash, our ability to continue as a going concern would be jeopardized, and we would take the following actions:
•Shift focus to existing products and customers with significantly reduced investment in new product and commercial development efforts;
•Reduce or delay uncommitted capital expenditures, nonessential facilities and lab equipment, and information technology projects;
•Closely monitor our working capital position with contract manufacturers and other suppliers, as well as suspend operations at pilot plants and demonstration facilities; and
•Reduce expenditures for third party contractors, including consultants, professional advisors, and other vendors.
Implementing this plan could have a negative impact on our ability to continue our business as currently contemplated, including, without limitation, delays or failures in our ability to:
•Achieve planned production levels;
•Develop and commercialize products within planned timelines or at planned scales;
•Introduce new consumer brands; and
•Continue other core activities.
Furthermore, any inability to scale-back operations as necessary, and any unexpected liquidity needs, could create pressure to implement more severe measures. Such measures could materially affect our ability to meet contractual requirements and increase the severity of the consequences described above.
We have incurred substantial debt, which could impair our flexibility and access to capital and adversely affect our financial position, and our business would be materially adversely affected if we are unable to service our debt obligations.
As of December 31, 2020, the principal amounts due under our debt instruments (including related party debt) totaled $170.5 million, of which $56.5 million is classified as current. We expect to incur additional indebtedness from time to time to finance working capital, product development efforts, strategic acquisitions, investments and partnerships, capital expenditures, including financing our new manufacturing facility in Brazil, or other general corporate purposes, subject to the restrictions contained in our debt agreements.
Our substantial indebtedness may:
•limit our ability to use our cash flow or obtain additional financing (on satisfactory terms or at all) to fund working capital, capital expenditures, product development efforts, acquisitions, investments and strategic alliances, and for other general corporate requirements;
•require us to use a substantial portion of our cash flow from operations to make debt service payments;
•increase our vulnerability to economic downturns and adverse competitive and industry conditions and place us at a competitive disadvantage compared to those of our competitors that are less leveraged;
•limit our flexibility in planning for, or reacting to, changes in our business and our industry and limit our ability to pursue other business opportunities, borrow more money for operations or capital in the future, and implement our business strategies;
•result in dilution to our existing stockholders in the event exchanges of our convertible notes are settled in common stock; and
•restrict our ability to grant additional liens on our assets, which may make it more difficult to secure additional financing in the future.
In addition, our cash balance is substantially less than the principal amount of our outstanding debt, and we will be required to generate cash from operations and raise additional working capital through future financings or sales of assets to enable us to repay this indebtedness as it becomes due. There can be no assurance that we will be able to generate cash or raise additional capital. If we are at any time unable to generate sufficient cash flow from operations to service our indebtedness when payment is due, we may be required to attempt to renegotiate the terms of the instruments relating to the indebtedness, seek to refinance all or a portion of the indebtedness or obtain additional financing. There can be no assurance that we would be able to successfully renegotiate such terms, that any such refinancing would be possible or that any additional financing could be obtained on terms that are favorable or acceptable to us, if at all. Any debt financing that is available could cause us to incur substantial costs and subject us to covenants that significantly restrict our ability to conduct our business. If we seek to complete additional equity financings, the interests of existing stockholders may be diluted. If we are unable to make payment on our secured debt instruments when due, the lenders under such instruments may foreclose on and sell the assets securing such indebtedness to satisfy our payment obligations, which could prevent us from accessing those assets for our business and conducting our business as planned, which could materially harm our financial condition and results of operations.
Our existing financing arrangements provide our secured lenders with liens on substantially all of our assets, including our intellectual property, and contain financial covenants and other restrictions on our actions, which may restrict our ability to pursue certain transactions and operate our business.
We have granted liens on substantially all of our assets, including our intellectual property, as collateral in connection with certain financing arrangements with an aggregate principal amount outstanding as of December 31, 2020 of $76.6 million and have agreed to significant covenants in connection with such transactions (see Note 4, “Debt” in Part II, Item 8 of this Annual Report on Form 10-K), including covenants that materially limit our ability to take certain actions, including our ability to pay dividends, make certain investments and other payments, incur additional indebtedness, undertake certain mergers and consolidations, and encumber and dispose of assets, and customary events of default, including failure to pay amounts due, breaches of covenants and warranties, material adverse effect events, certain cross defaults and judgements, and insolvency. A failure to comply with the covenants and other provisions of our debt instruments, including any failure to make a payment when required, would generally result in payment penalties or events of default under such instruments, the latter triggering acceleration of such indebtedness which could result in a material adverse effect on our business. If such indebtedness were to be accelerated, it could trigger an event of default under our other outstanding indebtedness, permitting acceleration of a substantial portion of our indebtedness. We have in the past had certain of our debt instruments accelerated for failure to make a payment when due. While we have been able to cure these defaults to avoid additional cross-acceleration, we may not be able to similarly cure such a default in the future. Any required repayment of our indebtedness as a result of acceleration or otherwise would lower our current cash on hand such that we would not have those funds available for use in our business or for payment of other outstanding indebtedness.
Future revenues are difficult to predict, and our failure to predict revenue accurately may cause our results to be below our expectations or those of analysts or investors and could result in our stock price declining.
Our revenues are comprised of product revenues, licenses and royalties revenues, and grantscollaborations and collaborationsgrants revenues. We generate our consumer and ingredients product revenues from sales to partners and distributors and from direct sales. Our collaboration, supply and distribution agreements do not usually include any specific purchase obligations. The sales volume of our products in any given period has been difficult to predict. A significant portion of our product sales is dependent upon the interest and ability of third-party distributors to create demand for, and generate sales of, such products to end-users. For example, if such distributors are unsuccessful in creating pull-through demand for our products with their customers, such distributors may purchase less of our products from us than we expect. Also, under revenue recognition rules, we are required to estimate royalties. These estimates could be subject to material adjustment in subsequent periods.
In addition, many of our new and novel ingredients products are intended to be a component of other companies’ products; therefore, sales of our products may be contingent on our collaboration partners’ and/or customers’ timely and successful development and commercialization of end-use products that incorporate our products, and price volatility in the markets for such end-use products could adversely affect the demand for our products and the margin we receive for our product sales, which could harm our financial results. In addition, certain of our partners have the right to terminate their agreements with us if we undergo a change of control or a sale of our business, which could discourage a potential acquirer from making an offer to acquire the Company.
Further, we have in the past entered into, and expect in the future to enter into, research and development collaboration arrangements pursuant to which we receive payments from our collaboration partners. Certain collaboration arrangements include advance payments in consideration for grants of exclusivity or research and development activities to be performed by us. It has in the past been difficult for us to know with certainty when we will sign a new collaboration arrangement and receive payments thereunder. In addition, a portion of the advance payments we receive under our collaboration agreements is typically classified as contract liabilities and recognized over multiple quarters or years. As a result, achievement of our quarterly and annual financial goals has been difficult to forecast with certainty. Once a collaboration agreement has been signed, receipt of cash payments and/or recognition of related revenues may depend on our achievement of research, development, production or cost milestones, which may be difficult to predict. Our collaboration arrangements may also include future royalty payments upon commercialization of the products subject to the collaboration arrangements, which is uncertain and depends in part on the success of the counterparty in commercializing the relevant product. As a result, our receipt of royalty revenues and the timing thereof is difficult to predict with certainty.
Furthermore, in recent years, we have started to market and sell our consumer products directly to end-consumers in the clean beauty and personal care market. We only have a few yearsportfolio of experienceconsumer brands in marketing through digital channels and selling directly to consumers.various stages of their growth trajectory. It is therefore difficult to predict how successful our efforts will be in developing brand awareness through digital marketing and selling direct to consumer, and we may not achieve the product sales we expect to achieve on the timeline we anticipate, if at all. These factors have made it difficult to predict future revenues and have resulted in our revenues being below our previously announced guidance or analysts’ estimates. We continue to face these risks in the future, which may cause our stock price to decline.
We have limited experience in marketing and sales of consumer products, and if we are unable to expand our marketing and sales organization to adequately address our customers’ needs, our business may be adversely affected.
We rely on distributors for the sale of our products in the United States and in certain countries outside of the United States. We exert limited control over these distributors under our agreements with them, and if their sales and marketing efforts for our products in the region are not successful, our business would be materially and adversely affected. Locating, qualifying and engaging distribution partners with local industry experience and knowledge will be necessary in at least the short to mid-term to effectively market and sell our platform in certain countries outside the United States. We may not be successful in finding, attracting and retaining distribution partners, or we may not be able to enter into such arrangements on favorable terms. Even if we are successful in identifying distributors, such distributors may engage in sales practices that violate local laws or our internal policies. Furthermore, sales practices utilized by any such distribution parties that are locally acceptable may not comply with sales practices standards required under any U.S. laws that apply to us, which could create additional compliance
risk. If our sales and marketing efforts by us or our distributors are not successful, we may not achieve significant market acceptance for our products, which would materially and adversely impact our business, financial condition, results of operations and prospects.
Our financial results could vary materially from quarter to quarter and are difficult to predict.
Our revenues and results of operations could vary materially from quarter to quarter because of a variety of factors, many of which are outside of our control. As a result, comparing our results of operations on a period-to-period basis may not be meaningful. Factors that could cause our quarterly results of operations to fluctuate include:
•ongoing impacts of the COVID-19 pandemic on our business operations;
•achievement, or failure, with respect to technology, product development or manufacturing milestones needed to allow us to enter identified markets on a cost-effective basis or obtain milestone-related payments from collaboration partners;
•delays or greater than anticipated expenses associated with the completion, commissioning, acquisition or retrofitting of new production facilities, or the time to ramp up and stabilize production at a new production facility or the transition (including ramp up) to producing new molecules at existing facilities or with a new contract manufacturer;manufacturers;
•depreciation of technology assets or the cost of conducting research and development activities on outdated equipment;
•impairment of assets based on shifting business priorities and working capital limitations;
•ongoing impacts of the COVID-19 pandemic on our business operations and the supply of raw materials, labor or services;
•disruptions in the production process at any manufacturing facility, including disruptions due to seasonal or unexpected downtime as a result of a COVID-19 outbreak, feedstock availability, contamination, safety or other technical difficulties, or scheduled downtime as a result of transitioning equipment to the production of different molecules;
•losses of, or the inability to secure new major customers, collaboration partners, contract manufacturers, suppliers or distributors;
•losses associated with producing our products as we ramp to commercial production levels;
•failure to recover value added tax (VAT) that we currently reflect as recoverable in our financial statements (e.g., due to failure to meet conditions for reimbursement of VAT under local law);
•the timing, size and mix of product sales to customers;
•increases in price or decreases in availability of feedstock;
•the unavailability of contract manufacturing capacity altogether or at reasonable cost;
•exit costs associated with terminating contract manufacturing relationships;
•fluctuations in foreign currency exchange rates;
•change in the fair value of debt and derivative instruments;
•fluctuations in the price of and demand for sugar, ethanol, petroleum-based and other products for which our products are alternatives;
•seasonal variability in production and sales of our products;
•competitive pricing pressures, including decreases in average selling prices of our products;
•unanticipated expenses or delays associated with changes in governmental regulations and environmental, health, labor and safety requirements;
•departure of executives or other key management employees resulting in transition and severance costs;
•our ability to use our net operating loss carryforwards to offset future taxable income;
•business interruptions such as pandemics or natural disasters like earthquakes and tsunamis;
•our ability to integrate businesses that we have acquired or may acquire;acquire in the future;
•our ability to successfully collaborate with joint venture partners;
•risks associated with the international aspects of our business; and
•changes in general economic, industry and market conditions, both domestically and in our foreign markets.markets, including rising interest rates, taxes and inflation.
Due to the factors described above, among others, the results of any quarterly or annual period may not meet our expectations or the expectations of our investors and may not be meaningful indications of our future performance.
Our international operations expose us to the risk of fluctuation in currency exchange rates and rates of foreign inflation, which could adversely affect our results of operations.
We currently incur material costs and expenses in the Brazilian real and may in the future incur additional expenses in foreign currencies and derive a portion of our revenues in the local currencies of customers throughout the world. As a result, our revenues and results of operations are subject to foreign exchange fluctuations, which we may not be able to manage
successfully. During the past few decades, the Brazilian currency in particular has faced frequent and substantial exchange rate fluctuations in relation to foreign currencies mostly because of political and economic conditions. There can be no assurance that the Brazilian real will not materially appreciate or depreciate against the U.S. dollar in the future. We also bear the risk that the rate of inflation in the foreign countries where we incur costs and expenses or the decline in value of the U.S. dollar compared to those foreign currencies will increase our costs as expressed in U.S. dollars. For example, future measures by the Central Bank of Brazil to control inflation, including interest rate adjustments, intervention in the foreign exchange market and actions to fix the value of the real, may weaken the U.S. dollar in Brazil. Whether in Brazil or elsewhere, we may not be able to adjust the prices of our products to offset the effects of inflation or foreign currency appreciation on our cost structure, which could increase our costs and reduce our net operating margins. If we do not successfully manage these risks through hedging, tax optimization or other mechanisms, our revenues and results of operations could be adversely affected.
Our U.S. GAAP operating results could fluctuate substantially due to the accounting for convertible debt and derivative liabilities and debt that we measure at fair value.
OurA portion of our outstanding convertible debt instruments are accounted for under Accounting Standards Codification 825-10-25, The Fair Value Option (ASC 825) and certain equity instruments are accounted for under Accounting Standards Codification 815, Derivatives and Hedging (ASC 815), as free standing derivative liabilities. ASC 825 allows companies to account for certain financial assets and financial liabilities at fair value, with the change in fair value recognized in net income each reporting period. The data used for the measurement must reflect assumptions that market participants would use in pricing the asset or liability. There is no current observable market for this convertible debt instrument and, as such, we determine the fair value of the debt instrument using a model based on an instrument with and without the conversion option and other embedded derivatives.derivative features. The valuation model uses the stock price, conversion price, maturity date, risk-free interest rate, estimated stock volatility and estimated credit spread. ASC 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments as a liability at fair value according to certain criteria. TheIf the freestanding criteria are met, the current fair value of the derivative is remeasured to fair value at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value of the derivative being charged to earnings (loss) in the statement of operations. We have determined that we must bifurcate and account for certain features of our convertible debtfree standing financial instruments as embedded derivativesderivative liabilities in accordance with ASC 815. We have recorded these embedded derivative liabilities as non-current liabilities on our consolidated balance sheet with a corresponding discount at the date of issuance that is netted against the principal amount of the applicable instrument. The derivative liabilities are remeasured to fair value at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value of the derivative liabilities being recorded in other income or expenses. There is no current observable market for this type of derivative and, as such, we determine the fair value of the embeddedfree standing derivatives
using the binomial latticean option pricing model. The valuation model uses the period close stock price, conversion price, maturity date,expected term of the instrument, risk-free interest rate, estimated stock volatility and estimated credit spread.expected dividend yield. Changes in the inputs for these valuation models may have a material impact on the estimated fair value of the of the convertible debt instrument accounted for under the fair value option and the embedded derivative liabilities. For example, an increase in our stock price would result in an increase in the estimated fair value of the embedded derivative liabilities, if in this example, each of the other elements of the valuation model remained substantially unchanged from the last measurement date. The convertible debt instrument accounted for under the fair value option and the embedded derivative liabilities may have, on a U.S. GAAP basis, a substantial effect on our balance sheet and statement of operations from quarter to quarter and it is difficult to predict the effect on our future U.S. GAAP financial results, since valuation of thesethe convertible debt instrument accounted for under the fair value option and the embedded derivative liabilities are based on factors largely outside of our control and may have a negative impact on our statement of operations and balance sheet. The effects of these embedded derivatives may cause our U.S. GAAP operating results to be below expectations, which may cause our stock price to decline. See Note 3, “Fair Value Measurement” in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding the valuation of embedded derivatives in certain of our outstanding debt instruments.
The accounting method for convertible debt securities that may be settled in cash, such as the 2026 Convertible Senior Notes, may have a material effect on our reported financial results.
Under Accounting Standards Codification 470-20, Debt with Conversion and Other Options, which we refer to as ASC 470-20, issued by the Financial Accounting Standards Board, which we refer to as FASB, an entity must separately account for the liability and equity components of the convertible debt instruments (such as the 2026 Convertible Senior Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The effect of ASC 470-20 on the accounting for the 2026 Convertible Senior Notes is that the equity component is required to be included in the additional paid-in capital section of stockholders’ equity on our consolidated balance sheet at issuance, and the value of the equity component would be treated as a discount for purposes of accounting for the debt component of the 2026 Convertible Senior Notes. As a result, we will be required to record a greater amount of non-cash interest expense as a result of the amortization of the discounted carrying value of the 2026 Convertible Senior Notes to their face amount over the term of the 2026 Convertible Senior Notes. We will report larger net losses or lower net income in our financial results because ASC 470-20 will require interest to include both the amortization of the debt discount and the instrument’s coupon interest rate, which could adversely affect our reported or future financial results, the trading price of our common stock and the trading price of the 2026 Convertible Senior Notes. In addition, under certain circumstances, convertible debt instruments (such as the
2026 Convertible Senior Notes) that may be settled entirely or partly in cash may be accounted for utilizing the treasury stock method for earnings per share purposes, the effect of which is that the shares issuable upon conversion of the 2026 Convertible Senior Notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the 2026 Convertible Senior Notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued.
In August 2020, the Financial Accounting Standards Board published an Accounting Standards Update, which we refer to as ASU 2020-06, which amends the accounting standards for convertible debt instruments that may be settled entirely or partially in cash upon conversion. ASU 2020-06 eliminates requirements to separately account for oneliability and equity components of our outstandingsuch convertible debt instruments at fair value. That instrument is remeasuredand eliminates the ability to fair value at eachuse the treasury stock method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled using shares. Instead, ASU 2020-06 requires (i) the entire amount of the security to be presented as a liability on the balance sheet date, withand (ii) application of the “if-converted” method for calculating diluted earnings per share. Under the “if-converted” method, diluted earnings per share will generally be calculated assuming that all the 2026 Convertible Senior Notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive, which could adversely affect our diluted earnings per share. However, if the principal amount of the convertible debt security being converted is required to be paid in cash and only the excess is permitted to be settled in shares, the if-converted method will produce a resulting non-cash gain or loss from change in fair valuesimilar result as the “treasury stock” method prior to the adoption of ASU 2020-06 for such convertible debt recorded in other income or expense.security. ASU 2020-06 is effective for public companies for fiscal years beginning after December 15, 2021.
Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.
In general, under Section 382 of the Internal Revenue Code (the Code), a corporation that undergoes an “ownership change,” as defined in the Code, is subject to limitations on its ability to utilize its pre-ownership change net operating loss carryforwards (NOLs) to offset future taxable income. During the three years ended December 31, 2017, and the two years ended December 31, 2019, changes in our share ownership resulted in significant reductions in our NOLs pursuant to Section 382 of the Code. Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Code; if that occurs, our ability to utilize NOLs could be further limited. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations under Section 382 of the Code. For these reasons, we may not be able to utilize a material portion of our reported NOLs as of December 31, 2020,2022, even if we attain profitability, which could adversely affect our cash flows and results of operations.
The restatement of our previously issued financial statements was time-consuming and expensive and could expose us to additional risks that could materially adversely affect our financial position, results of operations and cash flows.
On April 5, 2019, our Audit Committee, after consultation with management and our independent registered public accounting firm at the time, determined that we would restate our interim condensed consolidated financial statements for the quarterly and year-to-date periods ended March 31, 2018, June 30, 2018 and September 30, 2018, included in our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, respectively. In addition, on May 14, 2019, our Board of Directors, upon the recommendation of the Audit Committee, determined that we would restate our audited consolidated financial statements for the year ended December 31, 2017. The consolidated financial statements and related information included in our previously filed Annual Report on Form 10-K for the year ended December 31, 2017 and Quarterly Reports on Form 10-Q for the periods ended March 31, 2018, June 30, 2018 and September 30, 2018 and all earnings press releases and similar communications issued by the Company for such periods should not be relied upon and are superseded in their entirety by the Annual Report on Form 10-K/A for the year ended December 31, 2018.
As a result of the restatement and associated non-reliance on previously issued financial information, we became subject to a number of additional expenses and risks, including unanticipated expenses for accounting and legal fees in connection with or related to the restatement. Likewise, the attention of our management team was diverted by these efforts. In addition, we could also be subject to additional shareholder, governmental, regulatory or other actions or demands in connection with the restatement or other matters. Any such proceedings will, regardless of the outcome, consume a significant amount of management’s time and attention and may result in additional legal, accounting, insurance and other expenses. If we do not prevail in any such proceeding, we could be required to pay damages or settlement costs. In addition, the restatement and related matters could impair our reputation or could cause our customers, shareholders, or other counterparties to lose confidence in us. Any of these occurrences could have a material adverse effect on our business, financial condition, results of operations, and stock price.
Regulatory, Intellectual Property, and Legal Risks
Ethical, legal and social concerns about products using genetically modified microorganisms could limit or prevent the use of our products and technologies and could harm our business.
Our technologies and products involve the use of genetically modified microorganisms (GMMs). Public perception about the safety of, and ethical, legal or social concerns over, genetically engineered products, including GMMs, could affect public acceptance of our products. If we are not able to overcome any such concerns relating to our products, our technologies may not be accepted by our customers or end-users. In addition, the use of GMMs has in the past received negative publicity, which could lead to greater regulation or restrictions on imports of our products. If our technologies and products are not accepted by our customers or their end-users due to negative publicity or lack of public acceptance, our business could be materially harmed.
Our use of genetically modified feedstocks and yeast strains to produce our products subjects us to risks of regulatory limitations and rejection of our products.
The use of GMMs, such as our yeast strains, is subject to laws and regulations in many countries, some of which are new and some of which are still evolving. In the United States, the Environmental Protection Agency (EPA), regulates the commercial use of GMMs as well as potential products produced from GMMs. Various states or local governments within the United States could choose to regulate products made with GMMs as well. While the strain of genetically modified yeast that we currently use for the development and commercial production of our target molecules, S. cerevisiae, is eligible for exemption from EPA review because it is generally recognized as safe, we must satisfy certain criteria to achieve this exemption, including but not limited to use of compliant containment structures, waste disposal and safety procedures, and we cannot be sure that we will meet such criteria in a timely manner, or at all. If exemption of S. cerevisiae is not obtained, our business may be substantially harmed. In addition to S. cerevisiae, we may seek to use different GMMs in the future that will require EPA approval. If approval of different GMMs is not secured, our ability to grow our business could be adversely affected.
In Brazil, GMMs are regulated by the National Biosafety Technical Commission (CTNBio). We have obtained approvals from CTNBio to use GMMs in a contained environment in our Brazil facilities for research and development purposes as well as at contract manufacturing facilities in Brazil for industrial-scale production of target products. As we continue to develop new yeast strains and deploy our technology at new production facilities in Brazil, we will be required to obtain further approvals from CTNBio in order to use these strains in industrial-scale commercial production in Brazil. We may not be able to obtain such approvals on a timely basis, or at all, and if we do not, our ability to produce our products in Brazil could be impaired, which would adversely affect our results of operations and financial condition.
In addition to our production operations in the United States and Brazil, we have been party to contract manufacturing agreements with parties in other production locations around the world, including Europe. The use of GMM technology is regulated in the European Union, which has established various directives for member states regarding regulation of the use of such technology, including notification processes for contained use of such technology. We expect to encounter GMM regulations in most, if not all, of the countries in which we may seek to establish production capabilities and/or conduct sales to customers or end-use consumers, and the scope and nature of these regulations will likely be different from country to country. If we cannot meet the applicable regulatory requirements in the countries in which we produce or sell, or intend to produce or sell, products using our yeast strains, or if it takes longer than anticipated to obtain the necessary regulatory approvals, our business could be materially affected. Furthermore, there are various governmental, non-governmental and quasi-governmental organizations that review and certify products with respect to the determination of whether products can be classified as “natural”, non-GMO or other similar classifications. While the certification from such governmental organizations, and verification from non-governmental and quasi-governmental organizations are generally not mandatory, some of our current or prospective customers, collaboration partners or distributors may require that we meet the standards set by such organizations as a condition precedent to purchasing or distributing our products. We cannot be certain that we will be able to satisfy the standards of such organizations,organizations, and any delay or failure to do so could harm our ability to sell or distribute some or all of our products to certain customers and prospective customers, which could have a negative impact on our business.
We may not be able to obtain or maintain regulatory approval for the sale of our renewable products.
Our renewable chemical products may be subject to government regulation in our target markets. In the United States, the EPA administers the Toxic Substances Control Act (the TSCA), which regulates the commercial registration, distribution, and use of many chemicals. Before an entity can manufacture or distribute a new chemical subject to the TSCA, it must file a Pre-Manufacture Notice or PMN, to add the chemical to a product. The EPA has 18090 days to review the filing but may request additional data, which could significantly extend the timeline for approval. As a result, we may not receive EPA approval to list future molecules on the TSCA registry as expeditiously as we would like, resulting in delays or significant increases in testing requirements. A similar program exists in the European Union, called REACH. Under this program, chemicals imported or manufactured in the European Union in certain quantities must be registered with the European Chemicals Agency, and this process could cause delays or entail significant costs. To the extent that other countries in which we are producing or selling (or
seeking to produce or sell) our products, such as Brazil and various countries in Asia, including South Korea, rely on TSCA or REACH (or are implementing similar laws and programs) for chemical registration or regulation in their jurisdictions, delays with the U.S. or European authorities, or any relevant authorities in such other countries, may delay entry into these markets as well. In addition, some of our Biofene-derived products are sold for the cosmetics market, and some countries may impose additional regulatory requirements or permits for such uses, which could impair, delay or prevent sales of our products in those markets. Also, certain of our current or proposed products in the Flavor & Fragrance, Clean Beauty & Personal Care and Health & Wellness markets, including Flavor & Fragrance ingredients, skincare ingredients and cosmetic actives, alternative sweeteners, dietary supplements and nutraceuticals, may be subject to the approval of and regulation by the FDA, the European Food Safety Authority, Brazil ANVISA authority, as well as similar agencies of states and foreign jurisdictions where these products are sold or proposed to be sold.
We expect to encounter regulations in most, if not all, of the countries in which we may seek to produce, import or sell our products (and our customers may encounter similar regulations in selling end-use products to consumers), and we cannot assure you that we (or our customers) will be able to obtain necessary approvals and third-party verifications in a timely manner or at all. If our products do not meet applicable regulatory requirements in a particular country, then we (or our customers) may not be able to commercialize our products in such country and our business will be adversely affected. In addition, any enforcement action taken by regulators against us or our products could cause us to suffer adverse publicity, which could harm our reputation and our relationship with our customers and vendors. Emerging biodiversity regulations in response to the global Nagoya Protocol may further complicate the regulatory product compliance process.
In addition, many of our products are intended to be a component of our collaboration partners’ and/or customers’ (or their customers’) end-use products. Such end-use products may be subject to various regulations, including regulations promulgated
by the EPA, the FDA, or the European Food Safety Authority. If we or our collaboration partners and customers (or their customers) are not successful in obtaining any required regulatory approval or third-party verifications for their end-use products that incorporate our products or fail to comply with any applicable regulations for such end-use products, whether due to our products or otherwise, demand for our products may decline and our revenues could be materially adversely affected.
Changes in government regulations, including subsidies and economic incentives, could have a material adverse effect on our business.
The markets where we sell our products are heavily influencedinfluenced by foreign, federal, state and local government regulations and policies. Changes to existing or adoption of new foreign or domestic federal, state and local legislative initiatives that impact the production, distribution or sale of products may harm our business.business or new and existing data privacy regulations that could impact the ability of our consumer brands to leverage data to market and sell products. The uncertainty regarding future standards and policies, including developing legislationregulation in the Clean Beauty industry and the data privacy landscape, may also affect our ability to develop our products or to license our technologies to third parties and to market and sell products to our end customers. Any inability to address these requirements and any regulatory or policy changes could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
Furthermore, the production of our products will depend on the availability of feedstock, especially sugarcane. Agricultural production and trade flows are subject to government policies and regulations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives and import and export restrictions on agricultural commodities and commodity products can influence the planting of certain crops, the location and size of crop production, whether unprocessed or processed commodity products are traded, the volume and types of imports and exports, and the availability and competitiveness of feedstocks as raw materials. Future government policies may adversely affect the supply of feedstocks, restrict our ability to use sugarcane or other feedstocks to produce our products, or encourage the use of feedstocks more advantageous to our competitors, which would put us at a commercial disadvantage and could negatively impact our business, financial condition, and results of operations.
Our cannabinoid initiative isand COVID-19 vaccine development initiatives are uncertain and may not yield commercial results and isare subject to material regulatory risks.
InSince 2019, we announced a new collaboration arrangement with LAVVAN, Inc. (Lavvan) aimed athave been developing, producing and commercializing fermentation-derived cannabinoids.cannabinoids, but our cannabinoid program is the subject of ongoing litigation. While we believe there are substantial business opportunities for us in this field, there can be no assurance that our activities will be successful, or that any research and development and product testing efforts will result in commercially saleable products, or that the market will accept or respond positively to our products. In September 2020, Lavvan filed a suit against us in the United States District Court for the Southern District of New York alleging certain breach of contract claims. If we fail in defending this claim, it could negatively impact our business, financial condition, results of operations and growth prospects.
In addition, the market for cannabinoids is heavily regulated. SyntheticCertain synthetic cannabinoids may be viewed as controlled substances under the federal Controlled Substances Act of 1970 (CSA), and may be subject to a high degree of regulation including, among other things, certain registration, licensing, manufacturing, security, record keeping, reporting, import, export,
clinical and non-clinical studies, insurance and other requirements administered by the U.S. Drug Enforcement Administration (DEA) and/or the FDA.
Individual states and countries have also established controlled substance laws and regulations, which may differ from U.S. federal law. We or our partners may be required to obtain separate state or country registrations, permits or licenses in order to be able to develop produce, sell, store and transport cannabinoids.
Complying with laws and regulations relating to cannabinoids is evolving, complex and expensive, and may divert management’s attention and resources from other aspects of our business. Failure to maintain compliance with such laws and regulations may result in regulatory action that could have a material adverse effect on our business, financial condition, results of operations and growth prospects. The DEA, FDA or state agencies may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal proceedings.
Since 2020, we have been working with our partners, ImmunityBio and Access to Advanced Health Institute, to develop a next-generation COVID-19 vaccine. In late 2021, we launched a joint venture with ImmunityBio to accelerate the manufacturing and commercialization of the COVID-19 vaccine on a worldwide basis. In the United States, to obtain approval from the FDA to market any of our future drug, biologic, or vaccine products, we are required to submit a new drug application (NDA) or biologics license application (BLA) to the FDA. Ordinarily, the FDA requires a company to support an NDA or BLA with substantial evidence of the product candidate’s effectiveness, safety, purity and potency in treating the targeted indication based on data derived from adequate and well-controlled clinical trials, including Phase 3 trials conducted in patients with the disease or condition being targeted. Regulatory authorities in other jurisdictions around the world, such as the European Commission or the competent authorities of the European Union member states or other European countries, have similar requirements.
Our COVID-19 vaccine product candidate entered a Phase 1 human clinical trial in the first half of 2022. Upon successful completion of all required phases of clinical trials of our COVID-19 vaccine product candidate, we expect to seek regulatory approval in various jurisdictions for commercialization. If we are not successful in our clinical development, or if our clinical trials do not generate the data we expect, or if we are unable to obtain regulatory approval in a timely manner, or at all, for our COVID-19 vaccine product candidate, we may not be able to commercialize our COVID-19 vaccine according to our expected timeline, or at all, which would prevent us from receiving a return on our investments and could negatively impact our business and growth prospects.
Moreover, to obtain approval from the FDA or a similar international or national regulatory body of any product candidate, we or our suppliers for that product must obtain approval by the applicable regulatory body to manufacture and supply product, in some cases based on qualification data provided to the applicable body as part of our regulatory submission. Any delay in generating, or failure to generate, data required in connection with submission of the chemistry, manufacturing and controls portions of any regulatory submission could negatively impact our ability to meet our anticipated submission dates, and therefore our anticipated timing for obtaining FDA or similar international or national regulatory body approval, or our ability to obtain regulatory approval at all. In addition, any failure of us or a supplier to obtain approval by the applicable regulatory body to manufacture and supply product or any delay in receiving, or failure to receive, adequate supplies of a product on a timely basis or in accordance with applicable specifications could negatively impact our ability to successfully launch and commercialize products and generate sales of products at the levels we expect.
Since 2020, given the global pandemic crisis, the COVID-19 vaccine development processes have been atypical and U.S. regulators have employed Emergency Use Authorization (EUA) procedures to enable access to COVID-19 vaccine in an accelerated manner. We cannot predict the timelines or revised regulatory processes that may be required for the authorization or approval of our COVID-19 vaccine or potential retraction of existing EUAs. In addition, our product candidates including our COVID-19 vaccine, and any other pharmaceutical products that we may develop or commercialize in the future, are subject to extensive FDA regulation and oversight, as well as oversight by other regulatory agencies in the United States and by comparable authorities in other countries. This includes, but is not limited to, laws and regulations governing product development, including testing, manufacturing, record keeping, storage and approval, as well as advertising and promotion. If we or any of our suppliers encounter manufacturing, quality or compliance difficulties with respect to any of our products, whether due to the evolving effects of the COVID-19 pandemic (including as a result of disruptions of global shipping and the transport of products) or otherwise, we may be unable to obtain or maintain regulatory approval or meet commercial demand for such products, which could adversely affect our business, financial condition, results of operations and growth prospects.
We may incur material costs to comply with environmental laws and regulations, and failure to comply with these laws and regulations could expose us to material liabilities.
We use intermediate substances, hazardous chemicals and radioactive and biological materials in our business, and such materials are subject to a variety of federal, state and local laws and regulations governing the use, generation, manufacture, storage, handling and disposal of these materials in the United States, Brazil and the European Union. Although we have implemented safety procedures for handling and disposing of these materials and related waste products in an effort to comply with these laws and regulations, we cannot be sure that our safety measures and those of our contractors will prevent accidental injury or contamination from the use, storage, handling or disposal of hazardous materials. In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our insurance coverage. There can be no assurance that violations of environmental, health and safety laws will not occur in the future as a result of human error, accident, equipment failure or other causes. Compliance with applicable environmental laws and regulations may be expensive, and the failure to comply with past, present, or future laws could result in the imposition of fines, real property contamination, third party property damage, product liability and personal injury claims, investigation and remediation costs, the suspension of production, or a cessation of operations, and our liability may exceed our total assets. Liability under environmental laws can be joint and several, without regard to comparative fault, and may be punitive in nature. Furthermore, environmental laws could become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violations, which could impair our research, development or production efforts and otherwise harm our business.
Our proprietary rights may not adequately protect our technologies and product candidates.
Our commercial success will depend substantially on our ability to obtain patents and maintain adequate legal protection for our technologies and product candidates in the United States and other countries. As of December 31, 2020,2022, we had 695689 issued U.S. and foreign patents and 220347 pending U.S. and foreign patent applications that were owned or co-owned by or licensed to us. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies and future products are covered by valid and enforceable patents or are effectively maintained as trade secrets.
We apply for patents covering both our technologies and product candidates, as we deem appropriate. However, filing, prosecuting, maintaining and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States are less extensive than those in the United States. We may also fail to apply for patents on important technologies or product candidates in a timely fashion, or at all. Our existing and future patents may not be sufficiently broad to prevent others from practicing our technologies or from designing products around our patents or otherwise developing competing products or technologies. In addition, the patent positions of companies like ours are highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of patent claims has emerged to date in the United States. Additional uncertainty may result from legal decisions by the United StatesU.S. Federal Circuit and Supreme Court as they determine legal issues concerning the scope and construction of patent claims and inconsistent interpretation of patent laws or from legislation enacted by the U.S. Congress. The patent situation outside of the United States is also difficult to predict. As a result, the validity and enforceability of patents cannot be predicted with certainty. Moreover, we cannot be certain whether:
•we (or our licensors) were the first to make the inventions covered by each of our issued patents and pending patent applications;
•we (or our licensors) were the first to file patent applications for these inventions;
•others will independently develop similar or alternative technologies or duplicate any of our technologies;
•any of our or our licensors' patents will be valid or enforceable;
•any patents issued to us (or our licensors) will provide us with any competitive advantages, or will be challenged by third parties;
•we will be able to identify when others are infringing our (or our licensed) valid patent claims;
•others will claim we are infringing on their patent claims;
•we will develop additional proprietary products or technologies that are patentable; or
•the patents of others will have a material adverse effect on our business.
We do not know whether any of our pending patent applications or those pending patent applications that we license will result in the issuance of any patents. Even if patents are issued, they may not be sufficient to protect our technology or product candidates. Accordingly, even if issued, we cannot predict the breadth, validity and enforceability of the claims upheld in our and other companies' patents. The patents we own or license and those that may be issued in the future may be challenged, invalidated, rendered unenforceable, or circumvented, and the rights granted under any issued patents may not provide us with proprietary protection or competitive advantages. Moreover, third parties could practice our inventions in territories where we do not have patent protection or in territories where they could obtain a compulsory license to our technology where patented. Such third parties may then try to import products made using our inventions into the United States or other territories.
Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries do not favor the enforcement of patents or other intellectual property rights, which could hinder us from preventing the infringement of our patents or other intellectual property rights. Proceedings to enforce our patent rights in the United States or foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert patent infringement or other claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license from third parties.
Moreover, we have granted certain of our lenders liens on substantially all of our assets, including our intellectual property, as collateral. If we default on our payment obligations under these secured loans, such lenders have the right to foreclose upon and control the disposition of our assets, including our intellectual property assets, to satisfy our payment obligations under such instruments. If such default occurs, and our intellectual property assets are sold or licensed, our business could be materially adversely affected.
Unauthorized parties may attempt to copy or otherwise obtain and use our products or technology. Monitoring unauthorized use of our intellectual property is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of our technology, particularly in certain foreign countries where the local laws may not protect our proprietary rights as fully as in the United States or may provide, today or in the future, for compulsory licenses. Moreover, in some cases our ability to determine if our intellectual property is being unlawfully used by a competitor may be limited. If competitors are able to use our technology, our ability to compete effectively could be harmed. Moreover, others may independently develop and obtain
patents for technologies that are similar, to, or superior, to our technologies. If that happens, we may need to license these technologies, and we may not be able to obtain licenses on reasonable terms, if at all, which could cause harm to our business.
We rely in part on trade secrets to protect our technology, and our failure to obtain or maintain trade secret protection could adversely affect our competitive business position.
We rely on trade secrets to protect some of our technology, particularly where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to maintain and protect. Our strategy for contract manufacturing and scale-up of commercial production requires us to share confidential information with our international business partners and other parties. Our product development collaborations with third parties, including with DSM, Firmenich, Givaudan, Firmenich, DSMIngredion, Minerva and Yifan, require us to share certain confidential information. While we use reasonable efforts to protect our trade secrets, our or our business partners' employees, consultants, contractors or scientific and other advisors may unintentionally or willfully disclose our proprietary information to competitors. Enforcement of claims that a third party has illegally obtained and is using trade secrets is expensive, time consuming, and uncertain. In addition, foreign courts are sometimes less willing than U.S. courts to protect trade secrets. If our competitors lawfully obtain or independently develop equivalent knowledge, methods, and know-how, we would not be able to assert our trade secrets against them.
We require new employees and consultants to execute proprietary information and inventions agreements upon the commencement of an employment or consulting arrangement with us. We additionally require contractors, advisors, corporate collaboration partners, outside scientific collaboration partners, and other third parties that may receive trade secret information to execute such agreements or confidentiality agreements. These agreements generally require that all confidential information developed by the individual or made known to the individual by us during the course of the individual's relationship with us be kept confidential and not be disclosed to third parties. These agreements also generallytypically provide that inventions conceived by the individual in the course of rendering services to us shall be our exclusive property. Nevertheless, our proprietary information may be disclosed, or these agreements may be unenforceable or difficult to enforce. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent such third party, or those to whom they communicate such technology or information, from using that technology or information to compete with us. Additionally, trade secret law in Brazil differs from that in the United States, which requires us to take a different approach to protecting our trade secrets in Brazil. Some of these approaches to trade secret protection may be novel and untested under Brazilian law, and we cannot guarantee that we would prevail if our trade secrets are contested in Brazil. If any of the above risks materializes, our failure to obtain or maintain trade secret protection could materially adversely affect our competitive business position.
Third parties and former employees may misappropriate our trade secrets including those embodied in our yeast strains.
Third parties, including collaboration partners, contract manufacturers, other contractors, and shipping agents, as well as exiting employees, often have access to our trade secrets and custody or control of our yeast strains. If our trade secrets or yeast strains were stolen, misappropriated, or reverse engineered, they could be used by other parties who may be able to reproduce the yeast strains for their own commercial gain. If this were to occur, it would be difficult for us to challenge and prevent this type of use, especially in countries where we have limited intellectual property protection or that do not have robust intellectual property law regimes.
If we are, or one of our collaboration partners is, sued for infringing intellectual property rights or other proprietary rights of third parties, litigation could be costly and time consuming and could prevent us from developing or commercializing our future products.
Our commercial success depends on our and our collaboration partners' ability to operate without infringing the patents and proprietary rights of other parties and without breaching any agreements we have entered into with regard to our technologies and product candidates. We cannot determine with certainty whether patents or patent applications of other parties may materially affect our ability to conduct our business. Our industry spans several sectors, including biotechnology, renewable fuels, renewable specialty chemicals, and other renewable molecules, and is characterized by the existence of a significant number of patents and disputes regarding patent and other intellectual property rights. Because patent applications remain unpublished and confidential for eighteen months and can take several years to issue, there may currently be pending applications, unknown to us, that may result in issued patents that cover our technologies or product candidates. There may be a significant number of patents and patent applications relating to aspects of our technologies filed by, and issued to, third parties. The existence of third-party patent applications and patents could significantly reduce the coverage of patents owned by or licensed to us and our collaboration partners and limit our ability to obtain meaningful patent protection. If we wish to make, use, sell, offer to sell, or import the technology or compound claimed in issued and unexpired patents owned by others, we may need to obtain a license from the owner, develop or obtain alternative technologies, enter into litigation to challenge the validity
of the patents, or incur the risk of litigation in the event that the owner asserts that we infringe its patents. If patents containing competitive or conflicting claims are issued to third parties and these claims are ultimately determined to be valid, we and our collaboration partners may be enjoined from pursing research, development, or commercialization of products, or be required to obtain licenses to these patents, or to develop or obtain alternative technologies.
If a third party asserts that we infringe upon its patents or other proprietary rights, we could face a number of issues that could materially harm our competitive position, including:
•infringement and other intellectual property claims, which could be costly and time-consuming to litigate, whether or not the claims have merit, and which could prevent or delay getting our products to market and divert management time and attention from our business;
•substantial damages for past infringement, which we may have to pay if a court determines that our products or technologies infringe a third party's patent or other proprietary rights;
•a court prohibiting us from selling or licensing our technologies or future products unless the holder licenses the patent or other proprietary rights to us, which it is not required to do;
•the International Trade Commission (ITC) prohibiting us from importing our products into the United States; and
•if a license is availablethe requirement from a third party such third party may require us to pay substantial royalties to license its patent(s), or grant cross licenses to our patents or proprietary rights.
The industries in which we operate, and the biotechnology industry in particular, are characterized by frequent and extensive litigation and patent agency procedures regarding patents and other intellectual property rights. Many biotechnology companies have employed intellectual property litigation as a way to gain a competitive advantage.advantage in our industry. If any of our competitors have filed patent applications or obtained patents that claim inventions also claimed by us, we may have to participate in interference proceedings declared by the relevant patent regulatory agency to determine priority of invention and, thus, the right to the patents for these inventions in the United States. In addition, third parties may be able to challenge the validity of one or more of our patents using available post-grant procedures including oppositions and inter partes reviews. These proceedings could result in substantial cost to us even if the outcome is favorable. Even if successful, an interference or post-grant proceeding may result in loss of certain of our patent claims. Our involvement in litigation, interferences, opposition proceedings or other intellectual property proceedings inside and outside of the United States, to defend our intellectual property rights, or as a result of alleged infringement of the rights of others, may divert management time and attention tofrom business operations and could cause us to spend significant resources, all of which could harm our business and results of operations.
Many of our employees were previously employed at universities, and at biotechnology or specialty chemical companies, including our competitors or potential competitors. We may be subject to claims that these employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel and be enjoined from certain activities. A loss of key research personnel or their work product, especially to our competitors or potential competitors, could hamper or prevent our ability to commercialize our product candidates, which could materially harm our business. Even if we are successful in prosecuting or defending against these claims, litigation could result in substantial costs and demand on management resources.
From time to time, we may in the ordinary course of business be named as a defendant in lawsuits, indemnity claims and other legal proceedings or be the subject of a government investigation or enforcement action. In the event that such claims, proceedings, investigations or actions are ultimately resolved unfavorably to us at amounts exceeding our accrued liability, or at material amounts, the outcome could materially and adversely affect our reputation, business, financial condition, results of operations or growth prospects.
We may need to commence litigation to enforce our intellectual property rights, which would divert resources and management's time and attention and the results of which would be uncertain.with uncertain results.
Our commercial success depends in part on obtaining, maintaining, and defending intellectual property protection for our products and assets. Enforcement of our intellectual property rights may require us to bring claims against third parties that are using our proprietary rights without permission, and such process is expensive, time-consuming, and uncertain. Significant litigation would result in substantial costs, even if the eventual outcome is favorable to us, and would divert management's attention from our business objectives. In addition, an adverse outcome in litigation could result in a substantial loss of our proprietary rights, and we may lose our ability to exclude others from practicing our technology or producing our product candidates.
Patent enforcement generally must be sought on a country-by-country basis, and the laws of some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents by foreign holders and other intellectual property protection, particularly those relating to biotechnology and/or bioindustrialbiochemical technologies. This could make it difficult for us to stop the infringement of our patents or misappropriation of our other intellectual property rights. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business. Moreover, our efforts to protect our intellectual property rights in such countries may be inadequate.
We do not have exclusive rights to intellectual property we develop under U.S. federally funded research grants and contracts, including with DARPA and DOE, and we could ultimately share or lose the rights we do have under certain circumstances.
Some of our intellectual property rights have been or may be developed in the course of research funded by the U.S. government, including under our agreements with DARPADefense Advanced Research Projects Agency (DARPA) and DOE.Department of Energy (DOE). As a result, the U.S. government may have certain rights to intellectual property embodied in our current or future products pursuant to the Bayh-Dole Act of 1980. Government rights in certain inventions developed under a government-funded program include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition, the U.S. government has the right to require us, or an assignee or exclusive licensee to such inventions, to grant licenses to any of these inventions to a third party if the U.S. government determines that: (i) adequate steps have not been taken to commercialize the invention; (ii) government action is necessary to meet public health or safety needs; (iii) government action is necessary to meet requirements for public use under federal regulations; or (iv) the right to use or sell such inventions is exclusively licensed to an entity within the U.S.United States and substantially manufactured outside the United States without the U.S. government’s prior approval. Additionally, we may be
restricted from granting exclusive licenses for the right to use or sell our inventions created pursuant to such agreements unless the licensee agrees to additional restrictions (e.g., manufacturing substantially all of the invention in the United States). The U.S. government also has the right to take title to these inventions if we fail to disclose the invention to the government and fail to file an application to register the intellectual property within specified time limits. In addition, the U.S. government may acquire title in any country in which a patent application is not filed within specified time limits. Additionally,Further, certain inventions are subject to transfer restrictions during the term of these agreements and for a period thereafter, including sales of products or components, transfers to foreign subsidiaries for the purpose of the relevant agreements, and transfers to certain foreign third parties. If any of our intellectual property becomes subject to any of the rights or remedies available to the U.S. government or third parties pursuant to the Bayh-Dole Act of 1980, this could impair the value of our intellectual property and could adversely affect our business.
Our products subject us to product safety risks, and we may be sued for product liability.
The design, development, formulation, production, and sale of our products, in particular those designed for human consumption, involve an inherent risk of product liability claims and the associated adverse publicity. Our products could be used by a wide variety of consumers with varying levels of sophistication. Although safety is a priority for us, we are not always in control of the final uses and formulations of the products we supply or their use as ingredients. Our products could have detrimental impacts or adverse impacts we cannot anticipate. Despite our efforts, negative publicity about the Company, including product safety or similar concerns, whether real or perceived, could occur, and our products could face withdrawal, recall or other quality issues. In addition, we may be named directly in product liability suits relating to our products, including, among other things, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances, even for defects resulting from errors of our commercial partners, contract manufacturers, chemical finishers, customers or end users of our products. These claims could be brought by various parties, including customers who are purchasing products directly from us or other users who purchase products from our customers. We could also be named as co-parties in product liability suits that are brought against the contract manufacturers with whom we partner to produce our products. Insurance coverage is expensive, may be difficult to obtain and may not be available in the future on acceptable terms. Any insurance we do maintain may not provide adequate coverage against potential losses, and if claims or losses exceed our liability insurance coverage, our business would be adversely impacted. In addition, insurance coverage may become more expensive, which would harm our results of operations.
WeNutritional supplement products may become subject to lawsuitsnot be supported by conclusive clinical studies, and sales of our consumable products and ingredients including alternative sweeteners and nutraceuticals could be negatively impacted by adverse publicity associated with any assertions made about the safety or indemnity claims in the ordinary courseefficacy of business, which could materiallysuch ingredients and adversely affect our business and results of operations.products.
From time to time, we may in the ordinary course of business be named as a defendant in lawsuits, indemnity claims
Certain consumer brands feature nutritional supplements that are made from vitamins, minerals, herbs, and other legal proceedings. These actions may seek, amongingredients, all deemed safe for human consumption by the FDA. All of our products are tested for quality, safety and efficacy based on consumer feedback and third party inspections in a controlled laboratory environment. Although we believe that our products are safe when taken as directed, we have not yet performed or sponsored randomized, double-blinded placebo human clinical studies. Furthermore, because we are highly dependent on consumers' perception of the quality, safety and efficacy of our products, as well as similar products distributed by other things, compensation for alleged personal injury, employment discrimination, breach of contract, property damage and other losses or injunctive or declaratory relief. Incompanies, we could be adversely affected in the event that such actions, claimsthose products prove or proceedings are ultimately resolved unfavorablyasserted to us at amounts exceedingbe ineffective or harmful to consumers or in the event of adverse publicity associated with any illness or other adverse effects resulting from consumers’ use or misuse of our accrued liability,products or at material amounts, the outcome could materially and adversely affectsimilar products of our reputation, business, financial condition, results of operations and growth prospects. In addition, payments of significant amounts, even if reserved, could adversely affect our liquidity position.competitors. For more information regarding our current legal proceedings, please referexample, on February 27, 2023, one new study was published relating to the section entitled “Legal Proceedings”cardiovascular risk associated with the sweetener ingredient, erythritol, which is in Part I, Item 3 of this Annual Report on Form 10-K.Purecane products. Erythritol has been classified as Generally Recognized as Safe in the United States since 2001 and consumed globally for many years; however, any such negative publicity around the potential health risks associated with an ingredient in our products could negatively impact consumer demand, customer satisfaction, and product sales, or expose us to potential legal claims.
RisksRisks Related to Ownership of Our Common Stock
Our stock price has been, and may continue to be, volatile.
The market price of our common stock has been, and may continue to be, subject to material volatility. Such fluctuations could be in response to, among other things, the factors described in this “Risk Factors” section, or other factors, some of which are beyond our control, such as:
•the ongoing impacts of the COVID-19 pandemic and resulting impact on stock market performance;
•fluctuations in our financial results or outlook, or those of companies perceived to be similar to us;
•changes in estimates of our financial results or recommendations by securities analysts;
•changes in the prices of commodities associated with our business such as sugar and petroleum or changes in the prices of commodities that some of our products may replace, such as oil and other petroleum sourced products;
•changes in our capital structure, such as future issuances of securities or the incurrence of debt;
•announcements by us or our competitors of significant contracts, acquisitions or strategic partnerships;
•regulatory developments in the United States, Brazil, and/or other foreign countries;
•the ongoing impacts of the COVID-19 pandemic and resulting impact on stock market performance;
•litigation or government investigations involving us or our general industry or both;industry;
•additions or departures of key personnel;
•investors’ general perceptionperceptions of us; and
•changes in general economic, industry and market conditions.
Furthermore, stock markets have experienced price and volume fluctuations that have affected, and continue to affect, the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rate changes and international currency fluctuations, may negatively affect the market price of our common stock.
Additionally, the global economy and financial markets may be adversely affected by geopolitical events, including the current or anticipated impact of military conflict and related sanctions imposed on Russia by the United States and other countries due to Russia's recent invasion of Ukraine.
In the past, many companies that have experienced volatility and sustained declines in the market price of their stock have become subject to securities class action and derivative action litigation. We have been involved in four such lawsuits that were dismissed in September 2017, July 2018 and September 2018, and were involved in oneanother such lawsuit that was resolved in December 2020. We are currently defending twothree such lawsuits, as described in more detail below under “Legal Proceedings,” and we may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could materially harm our business. Any insurance we maintain may not provide adequate coverage against potential losses from such securities litigation, and if claims or losses exceed our liability insurance coverage, our business would be adversely impacted. In addition, insurance coverage may become more expensive, which would harm our financial condition and results of operations.
The concentration of our capital stock ownership and certain rights we have granted to insiders will limit the ability of other stockholders to influence corporate matters and presents risks related to our future securities offerings, which could substantially impact our business.
As of December 31, 2020,2022, over 50%30% of our capital stock was beneficially owned by five significanta limited number of stockholders, including Foris Ventures, LLC (Foris), FMR LLC, DSM, Vivo Capital LLC (Vivo), and Farallon Capital.DSM. Furthermore, most of these partiesForis and other insider stockholders holdshold some or a combination of convertible preferred stock, warrants and purchase rights, pursuant to which they may acquire additional shares of our common stock and thereby increase their ownership interest in the Company. Additionally, Foris is indirectly owned by John Doerr, one of our current directors, and each of DSM and Vivo havehas one or more directorsdirector on our Board of Directors pursuant to designation rights under their respective agreementsits agreement with the Company. This significant concentration of share ownership may adversely affect the trading price of our common stock because investors often perceive disadvantages in owning stock in companies with stockholders with significant interests. Also, these stockholders, acting together, may be able to control or materially influence our management and affairs and matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions such as mergers, consolidations or the sale of all or substantially all of our assets, and may not act in the best interests of our other stockholders. Consequently, this concentration of ownership may have the effect of delaying or preventing a change of control or a change in our management or Board of Directors, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, even if such actions would benefit our other stockholders.
In May 2017, we entered into an agreement with DSM, which was amended and restated in August 2017, pursuant to which we agreed (i) that for as long as there is a DSM-designated director serving on our Board of Directors, we will not engage in certain commercial or financial transactions or arrangements without the consent of such director, and (ii) to provide DSM with certain exclusive negotiating rights in connection with certain future commercial projects and arrangements. These provisions could discourage other potential partners from approaching us with business opportunities, and could restrict, delay or prevent us from pursuing or engaging in such opportunities, which could adversely affect our business.
Additionally, in connection with their investments in the Company, we granted certain investors, including DSM and Vivo, a right of first investment if we propose to sell securities in certain financing transactions. With these rights, such investors may subscribe for a portion of any such new financing and require us to comply with certain notice periods, which could discourage other investors from participating in, or cause delays in our ability to close, such a financing.
While we have a related-partyrelated party transactions policy that requires certain approvals of any transaction between the Company and a significant stockholder or its affiliates, there can be no assurance that our significant stockholders will act in the best interests of our other stockholders, which could harm our results of operations and cause our stock price to decline.
Future sales and issuances of our common stock, convertible securities, warrants or rights to purchase common stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline.
From time to time, we have sold a substantial number of warrants and rights to acquire our common stock as well as convertible securities, which, if exercised, purchased, or converted, result in dilution to our stockholders. In the future, we may sell additional warrants, rights, convertible or exchangeable securities or other equity securities in one or more transactions at
prices and in a manner we determine from time to time, to finance our business operations and investments. To the extent we raise capital by issuing equity securities, our stockholders may experience substantial dilution.
If our existing stockholders, particularly our largest stockholders, our directors, their affiliates, or our executive officers, sell a substantial number of shares of our common stock in the public market, the market price of our common stock could decrease materially. The perception in the public market that these stockholders might sell our common stock could also depress the market price of our common stock and could impair our future ability to obtain capital, especially through an offering of equity securities.
We have in place, or have agreed to file, registration statements for the resale of certain shares of our common stock held by, or issuable to, certain of our largest stockholders. All of our common stock sold pursuant to an offering covered by such registration statements will be freely transferable. In addition, shares of our common stock issued or issuable under our equity incentive plans to employees and directors have been registered on Form S-8 registration statements and may be freely sold in the public market upon issuance, except for shares held by affiliates who have certain restrictions on their ability to sell.
The conditional conversion feature of our 2026 Convertible Senior Notes, if triggered, may adversely affect our financial condition and operating results.
In the event the conditional conversion feature of our 2026 Convertible Senior Notes is triggered, holders thereof will be entitled to convert the 2026 Convertible Senior Notes into shares of our common stock, at any time during specified periods at their option. If one or more holders elect to convert their notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than cash in lieu of any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders of the 2026 Convertible Senior Notes do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2026 Convertible Senior Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
The capped call transactions may affect the value of our 2026 Convertible Senior Notes and our common stock.
In connection with the pricing of the 2026 Convertible Senior Notes, we entered into capped call transactions with certain of the initial purchasers or their respective affiliates and other financial institutions (the “option counterparties”). The capped call transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of the notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. In addition, the option counterparties and/or their respective affiliates may
modify their hedge. This could also cause or avoid an increase or a decrease in the market price of our common stock or the notes, which could affect holders’ ability to convert the 2026 Convertible Senior Notes which may potentially affect the number of shares and value of the consideration that note holders will receive upon conversion of the 2026 Convertible Senior Notes.
We are subject to counterparty risk with respect to the capped call transactions related to our 2026 Convertible Senior Notes.
The option counterparties may default or otherwise fail to perform, or terminate, their obligations under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of many financial institutions. If an option counterparty becomes subject to insolvency proceedings, we would become an unsecured creditor in those proceedings. In addition, any default or other failure to perform, or a termination of obligations, by an option counterparty, may cause our shares of common stock to be further diluted more than we currently anticipate.
We are subject to new U.S. foreign investment regulations which may impose additional burdens on or may limit certain investors' ability to purchase our common stock, potentially making our common stock less attractive to investors.
The U.S. Department of Treasury implemented part of the Foreign Investment Risk Review Modernization Act (FIRRMA) on November 10, 2018. The FIRRMA program expands the jurisdiction of the Committee on Foreign Investment in the United States (CFIUS), to include certain direct or indirect foreign investments in a defined category of U.S. companies, including companies involved in critical infrastructure and critical technologies. Among other things, FIRRMA empowers CFIUS to require certain mandatory filings in connection with certain foreign investments in U.S. companies and permits CFIUS to charge filing fees related to such filings. Such filings are subject to review by CFIUS, which will have the authority to recommend that the U.S. President block or impose conditions on certain foreign investments in companies subject to CFIUS’s oversight. Any such restrictions on the ability of foreign investors to invest in the Company could limit our ability to engage in strategic transactions that may benefit our stockholders, including a change of control, and may prevent our stockholders from receiving a premium for their shares of our common stock in connection with a change of control, and could also affect the price that some investors are willing to pay for our common stock.
If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.
The trading market for our common stock willcan be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If any of the analysts who cover the Company change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, our stock price would likelymay decline. If any analyst who may covercovers the Company were to cease coverage of our stock or fail to regularly publish reports on the Company, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
We do not expect to declare any cash dividends in the foreseeable future.
We do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. In addition, certain of our equipment leases and credit facilities currently restrict our ability to pay dividends. Consequently, investors may need to rely on sales of their shares of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.
Anti-takeover provisions contained in our Certificate of Incorporation and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
Our Certificate of Incorporation and Bylaws contain provisions that could delay or prevent a change in control. These provisions could also make it more difficult for stockholders to nominate directors and take other corporate actions. These provisions include:
•a staggered Board of Directors;
•authorizing the Board of Directors to issue, without stockholder approval, preferred stock with rights senior to those of our common stock;
•authorizing the Board of Directors to amend our Bylaws, to increase the number of directors and to fill board vacancies until the end of the term of the applicable class of directors;
•prohibiting stockholder action by written consent;
•limiting the liability of, and providing indemnification to, our directors and officers;
•eliminating the ability of our stockholders to call special meetings; and
•requiring advance notification of stockholder nominations and proposals.
Section 203 of the Delaware General Corporation Law (the "DGCL")(DGCL) prohibits, subject to some exceptions, “business combinations” between a Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock, for a three-year period following the date that the stockholder became an interested stockholder. While we have agreed to opt out of Section 203 through our Certificate of Incorporation, our Certificate of Incorporation contains substantially similar protections to the Company and stockholders as those afforded under Section 203.
These and other provisions in our Certificate of Incorporation and our Bylaws could discourage potential takeover attempts, reduce the price that investors are willing to pay in the future for shares of our common stock and result in the market price of our common stock being lower than it would be without these provisions.
The exclusive forum provisions in our restated Bylaws may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims.
In November 2020, we amended our restated Bylaws to provide that, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our certificate of incorporation, or our restated Bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. Our restated bylaws further provide that the U.S. federal district courts will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, or a Federal Forum Provision. Our decision to adopt a Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.
These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provisions contained in our Certificate of Incorporation or restated Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, and results of operations. In addition, Section 203 of the DGCL may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations and other transactions between us and holders of 15% or more of our common stock.
General Risks
We may not be able to fully enforce covenants not to compete with and not to solicit our employees, and therefore we may be unable to prevent our competitors from benefiting from the expertise of such employees.
Our proprietary information and inventions agreements with our employees contain non-compete and non-solicitation provisions. These provisions prohibit our employees from competing directly with our business or proposed business or working for our competitors during their term of employment, and from directly or indirectly soliciting our employees or consultants to leave us for any purpose. Under applicable U.S. and Brazilian law, we may be unable to enforce these provisions. If we cannot enforce these provisions with our employees, we may be unable to prevent our competitors from benefiting from the expertise of such employees. Even if these provisions are enforceable, they may not adequately protect our interests. The defection of one or more of our employees to a competitor could materially adversely affect our business, results of operations and ability to capitalize on our proprietary information.
Loss of key personnel, including key management personnelexecutives and key members of our research and development programs and our brand teams, and/or failure to attract and retain additional personnel could delay our product development programs and harm our research and development efforts and the commercialization efforts of our brands, which could impact our ability to meet our business objectives.
Our business involves complex, global operations across a variety of markets and requires a management team and employee workforce that are knowledgeable in the many areas in which we operate. As we continue to build our business, we will need to hire and retain qualified research and development, management, and other personnel to succeed. The process of hiring, training, and successfully integrating qualified personnel (including ones who were hired through acquisitions) into our operations in the United States, Brazil, and other countries in which we may seek to operate, can be lengthy and expensive. The market for qualified personnel is very competitive because of the limited number of people available who have the necessary technical skills and understanding of our technology and products. Our failure to hire and retain qualified personnel could impair our ability to meet our research and development and business objectives and adversely affect our results of operations and financial condition.
The loss of any key member of our management or any key technical and operational employee, or the failure to attract or retain such employees, could prevent us from developing and commercializing our products for our target markets and executing our business strategy. In addition, we may not be able to attract or retain qualified employees in the future due to the intense
competition for qualified personnel among biotechnology and other technology-based businesses. Furthermore, the loss of one or more of our employees to a competitor could materially adversely affect our business, results of operations and ability to capitalize on our proprietary information, particularly if we cannot enforce any reductions to our workforce as part of potential cost-saving measures, such as those discussed abovenon-compete or non-solicitation obligations with respect to our planned actions to continue as a going concern, may make it more difficult for us to attract and retain key employees.
If we do not maintain the necessary personnel to accomplish our business objectives, we may experience staffing constraints that will adversely affect our ability to meet the demands of our collaboration partners and customers in a timely fashion or to support our internal research and development programs and operations. In particular, our product and process development programs depend on our ability to attract and retain highly skilled technical and operational personnel. Competition for such personnel from numerous companies and academic and other research institutions may limit our ability to do so on acceptable terms. All of our U.S. employees are “at-will” employees, which means that either the employee or the Company may terminate the employee's employment at any time.
Our operations rely on sophisticated information technology and equipment systems, a disruption of which could harm our operations.
We rely on various information technology and equipment systems, some of which are dependent on services provided by third parties, to manage our technology platform and operations. These systems provide critical data and services for internal and external users, including research and development activities, procurement and inventory management, transaction processing, financial, commercial and operational data, partner and joint venture activities, human resources management, legal and tax compliance and other processes necessary to operate and manage our business. These systems are complex and are frequently updated as technology improves, and include software and hardware that is licensed, leased, or purchased from third parties. If our information technology and equipment systems experience breaches or other failures or disruptions, our systems and the information contained therein could be compromised. While we have implemented security measures and disaster recovery plans designed to mitigate the effects of any failures or disruption of these systems, such measures may not adequately prevent adverse events such as breaches or failures from occurring or mitigate their severity if they do occur. If our information technology or equipment systems are breached, damaged, or fail to function properly due to internal errors or defects, implementation or integration issues, catastrophic events, or power outages, we may experience a material disruption in our ability to manage our business operations. Failure or disruption of these systems could have a material adverse effect on our results of operations and financial condition.
Increased security threats to information systems security threats and more sophisticated, targeted computer invasions could pose a risk to our technology platform and operations.
Increased information systems security threats, cyber- or phishing-attacks and more sophisticated, targeted computer invasions pose a risk to the security of our systems and networks, and the confidentiality, availability, and integrity of our data, operations, and communications, and our exposurecommunications. Exposure to such risks is enhanced in our remote work environment as a result of the COVID-19 pandemic. Cyber-attacks against our technology platform and infrastructure could result in exposure of confidential information, the modification of critical data, and/or the failure of critical operations. Likewise, improper or inadvertent employee behavior, including data privacy breaches by employees and others with permitted access to our systems may pose a risk that sensitive data may be exposed to unauthorized persons or to the public. While we attempt to mitigate these risks by employing a number of measures, including security measures, employee training, comprehensive monitoring of our networks and systems, maintenance of backup and protective systems, and incident response procedures, if these measures prove inadequate, we could be adversely affected by, among other things, loss or damage of intellectual property, proprietary and confidential information, data integrity, and communications or customer data, increased costs to prevent, respond to, or mitigate these cyber security threats and interruptions of our business operations.
Growth may place material demands on our management, our infrastructure, and our contract manufacturing relationships.
We have experienced, and expect to continue to experience, expansion of our business as we continue to make efforts to develop and bring our products to market. We have grown from approximately 300 employees at the time of our initial public offering in 2010 to 5951,598 full-time employees at December 31, 2020.2022. Our growth and diversified operations have placed, and may continue to place, material demands on our management and our operational and financial infrastructure.infrastructure, particularly with respect to integrating the business practices, operations, and personnel with those of any of our acquired businesses. In particular, continued growth could strain our ability to:
•manage multiple research and development programs;
•operate multiple manufacturing facilities around the world;
•develop and improve our operational, financial and management controls;
•enhance our reporting systems and procedures;
•recruit, train, and retain highly skilled personnel;
•fully realize the anticipated benefits of our acquired companies and businesses;
•develop and maintain our relationships with existing and potential business partners including contract manufacturers;
•maintain our quality standards; and
•maintain customer satisfaction.
Managing our growth will require material expenditures and allocation of valuable management resources. If we fail to achieve the necessary level of efficiency in our organization as it grows, our business, financial condition, and results of operations would be adversely impacted.
Our headquarters and other facilities are located in active earthquake, and tsunami or in active hurricane zones, and an earthquake, hurricane, wildfire or other type of natural disaster affecting us or our suppliers could cause resource shortages, disrupt our business and harm our results of operations.
We conduct our primary research and development operations in the San Francisco Bay Area in an active earthquake and tsunami zone, and certain of our suppliers conduct their operations in the same region or in other locations that are susceptible to natural disasters. In addition, California and some of the locations where certain of our suppliers are located have experienced shortages of water, electric power and natural gas from time to time. The occurrence of a hurricane or associated flooding in the Wilmington, North Carolina area could cause damage to our facility located in Leland or result in localized extended outages of utilities or transportation systems. The occurrence of a natural disaster, such as an earthquake, wildfire, hurricane, drought or flood, or localized extended outages of critical utilities or transportation systems, or any critical resource shortages, affecting us or our suppliers could cause a material interruption in our business, damage or destroy our facilities, production equipment or inventory or those of our suppliers and cause us to incur material costs or result in limitations on the availability of our raw materials, any of which could harm our business, financial condition and results of operations. The insurance we maintain against earthquakes, fires earthquakes and other natural disasters may not be adequate to cover our losses in any particular case. Our facilities undergo annual loss control audits and both our Emeryville and Leland facilities have emergency actions plans outlining emergency response practices for these and other emergency scenarios. Training on emergency response is provided to all employees at hire and annually thereafter as a refresh.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The following is a summary of our principal facilities as of December 31, 2020. We lease our principal office and research and development facilities located in Emeryville, California. We hold a 50%49% ownership interest in a manufacturing facility and related land located in Leland, North Carolina, and lease a pilot plant and demonstration facility and related office and laboratory space located in Campinas, Brazil, are the majority owner of a precision fermentation facility located in Barra Bonita, Brazil, and are guarantor to a manufacturing facility lease in Reno, Nevada. In May 2022, we acquired Interfaces, a manufacturing facility subject to a lease in the State of Sao Paulo, Brazil. In 2022, we entered into certain leases in New York, Florida, and England that will be used as office and retail space for our consumer business and a financial shared service center. Our lease agreements expire at various dates through the year 2031.
| | | | | | | | |
Location | Approximate Square Feet | Operations |
U.S. | | |
Emeryville, California | 136,000 | Executive offices; research and development, administrative and pilot plant |
Leland, North Carolina | 19,400 | Manufacturing (joint venture with Nikko) |
BRAZIL | | |
Campinas, Brazil | 44,000 | Pilot plant, research and development and administrative |
| | |
2039.
We believe that our current facilities are suitable and adequate to meet our needs and that suitable additional space will be available to accommodate the foreseeable expansion of our operations. Based on our anticipated volume requirements for 2021 and beyond, we will likely need to identify and secure access to additional production capacity in 2021 and beyond, which we plan to obtain by constructing a new facility in Brazil and by increasing our use of contract manufacturers, including our collaboration partner, DSM. We are currently making plans to secure such additional capacity.
ITEM 3. LEGAL PROCEEDINGS
For a description of our significant pending legal proceedings, please see Note 9, Commitments and Contingencies of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information for Common Stock
Our common stock is traded on the NasdaqNASDAQ Global Select Market under the symbol AMRS.
At February 28, 2021,March 14, 2023, there were 84 holders166 common stockholders of record (not including beneficial holders of stock held in street names) of our common stock..
Dividend Policy
We have never declared or paid any cash dividend on our common stock. We intend to retain any future earnings and do not expect to pay cash dividends in the foreseeable future.
Performance Graph
The following graph compares the cumulative total return on Amyris's common stock with the cumulative total return of the Vanguard Standard & Poor's (S&P) SmallCap 600 Index and the S&P 500 Index for the five-year period ended December 31, 2022. The graph assumes that the value of the investment in Amyris and in each index was $100 on December 31, 2017 and assumes that all dividends were reinvested.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN*
Among Amyris, Inc.,
the Russell 2000 Index and the Nasdaq Composite Index
*$100 invested on 12/31/2017 in stock or index, including reinvestment of dividends.
| | | | | | | | | | | | | | | | | | | | |
| December 31, 2017 | December 31, 2018 | December 31, 2019 | December 31, 2020 | December 31, 2021 | December 31, 2022 |
| Amyris, Inc. | $100.00 | $89.07 | $82.40 | $164.80 | $144.27 | $40.80 |
| Russell 2000 | $100.00 | $87.82 | $108.66 | $128.61 | $146.23 | $114.70 |
| Nasdaq Composite | $100.00 | $96.12 | $129.97 | $186.69 | $226.63 | $151.61 |
Recent Sales of Unregistered Equity Securities and Use of Proceeds
For information regarding unregistered sales of our equity securities during the two years ended December 31, 2020,2022, see the financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
See Note 15, “Subsequent Events” in Part II, Item 8 of this Annual Report on Form 10-K for information regarding unregistered sales of our equity securities subsequent to December 31, 2020.
Securities Authorized for Issuance under Equity Compensation Plans
The following table shows certain information concerning our common stock reserved for issuance in connection with our 2005 Stock Option/Stock Issuance Plan, our 2010 Equity Incentive Plan, our 2020 Equity Incentive Plan, and our 2010 Employee Stock Purchase Plan, all as of December 31, 2020:2022:
| | Plan category | Plan category | Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights | Weighted-average
exercise price of
outstanding
options | Number of
securities to be
issued upon vesting
of outstanding
restricted stock
units | Number of securities remaining available for future issuance under equity compensation plans(1)(2) | Plan category | Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights | Weighted-average
exercise price of
outstanding
options | Number of
securities to be
issued upon vesting
of outstanding
restricted stock
units | Number of securities remaining available for future issuance under equity compensation plans(1)(2) |
| Equity compensation plans approved by security holders | Equity compensation plans approved by security holders | 6,502,096 | | $ | 7.64 | | 7,043,909 | | 5,782,707 | | Equity compensation plans approved by security holders | 4,504,430 | | $ | 6.72 | | 16,897,826 | | 45,285,559 | |
| Equity compensation plans not approved by security holders | Equity compensation plans not approved by security holders | — | | — | | — | | — | | Equity compensation plans not approved by security holders | — | | — | | — | | — | |
| Total | Total | 6,502,096 | | $ | 7.64 | | 7,043,909 | | 5,782,707 | | Total | 4,504,430 | | $ | 6.72 | | 16,897,826 | | 45,285,559 | |
(1) Includes 5,287,85241,855,461 shares reserved for future issuance under our 2020 Equity Incentive Plan and 494,8553,430,098 shares reserved for future issuance under our 2010 Employee Stock Purchase Plan. No shares are reserved for future issuance under our 2005 Stock Option/Stock Issuance Plan other than shares issuable upon exercise of equity awards outstanding under such plan.
(2) Effective January 1, 2021,2023, the number of shares available for future issuance under our 2020 Equity Incentive Plan is expected to be increased by up to 12,247,57218,237,263 shares pursuant to the automatic increase provision contained in the 2020 Equity Incentive Plan, and the number of shares available for future issuance under our 2010 Employee Stock Purchase Plan is expected to be increased by up to 40,5273,637,452 shares, in each case pursuant to automatic increase provisions contained in the respective plans, as discussed in more detail below.
Our 2020 Equity Incentive Plan includes all shares of our common stock previously reserved but unissued under the 2010 Equity Incentive Plan and all shares of our common stock reserved for issuance under our 2005 Stock Option/Stock Issuance Plan immediately prior to our initial public offering that were not subject to outstanding grants as of the completion of such offering. In addition, any shares of our common stock (i) issuable upon exercise of stock options granted under our 2005 Stock Option/Stock Issuance Plan or under our 2010 Equity Incentive Plan that cease to be subject to such options and (ii) issued under our 2005 Stock Option/Stock Issuance Plan or under our 2010 Equity Incentive Plan that are forfeited or repurchased by us at the original issue price, will become part of our 2020 Equity Incentive Plan reserve.
The number of shares available for grant and issuance under our 2020 Equity Incentive Plan is increased on January 1 of each year during the term of the plan by an amount equal to the lesser of (1) five percent (5%) of our shares outstanding on the immediately preceding December 31 and (2) a number of shares as may be determined by our Board of Directors or the Leadership, Development, Inclusion, and Compensation Committee in their discretion. In addition, shares will again be available for grant and issuance under our 2020 Equity Incentive Plan that are:
•subject to issuance upon exercise of an option or stock appreciation right granted under our 2020 Equity Incentive Plan and that cease to be subject to such award for any reason other than the award’s exercise;
•subject to an award granted under our 2020 Equity Incentive Plan and that are subsequently forfeited or repurchased by us at the original issue price;
•surrendered pursuant to an exchange program; or
•subject to an award granted under our 2020 Equity Incentive Plan that otherwise terminates without shares being issued.
The number of shares reserved for issuance under our 2010 Employee Stock Purchase Plan is increased on January 1 of each year during the term of the plan by an amount equal to the lesser of (1) one percent (1%) of our shares outstanding on the
immediately preceding December 31 and (2) a number of shares as may be determined by our Board of Directors or the Leadership, Development, Inclusion, and Compensation Committee of the Board in their discretion, provided that the aggregate number of shares issued over the term of our 2010 Employee Stock Purchase Plan shall not exceed 1,666,666 shares.
For more information regarding our 2020 Equity Incentive Plan and 2010 Employee Stock Purchase Plan, see Note 12, “Stock-based Compensation” in Part II, Item 8 of this Annual Report on Form 10-K.ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
AsWe are a leading synthetic biotechnology company active indelivering sustainable, science-based ingredients and consumer products that are better than incumbent options for people and the planet. To accelerate the world’s transition to sustainable consumption, we create, manufacture, and commercialize consumer products and ingredients that reach more than 300 million consumers. The largest component of our revenue is derived from marketing and selling Clean Beauty, Personal Care, and Health and Beauty markets& Wellness consumer products through our consumer brandsdirect-to-consumer e-commerce platforms and a top suppliergrowing network of retail partners. Our proprietary sustainable ingredients are sold in bulk to industrial leaders who serve Flavor & Fragrance (F&F), Nutrition, Food & Beverage, and natural ingredients, we apply our proprietary Lab-to-Market biotechnology platform to engineer, manufacture and market high performance, natural and sustainably sourced products. We do so with the use of computational tools, strain construction tools, screening and analytics tools, and advanced lab automation and data integration. Our biotechnology platform enables us to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into high-value ingredients that we manufacture at industrial scale. Through the combination of our biotechnology platform and our industrial fermentation process, we have successfully developed, produced and commercialized thirteen distinct molecules used in formulations by thousands of leading global brands.Clean Beauty & Personal Care end markets.
We believebegan 2022 with eight consumer brands, Biossance® clean beauty skincare, JVNTM haircare, Rose Inc.TM clean color cosmetics, Pipette® clean baby skincare, Costa Brazil® luxury skincare, OLIKATM clean wellness, PurecaneTM zero-calorie sweetener, and Terasana® clean skincare. During 2022, we added MenoLabsTM, a brand focused on healthy living and menopause wellness, EcoFabulousTM clean beauty for Gen-Z consumers, and StripesTM (peri)menopausal wellness; and prepared to discontinue the Terasana business. In the first quarter of 2023, we launched 4U by TiaTM, a new clean haircare line exclusively available in Walmart.
The ingredients and consumer products we produce are powered by our unique, fermentation-based Lab-to-MarketTM technology platform. This technology platform creates a portfolio connection between our proprietary science and formulation expertise, our manufacturing capability at industrial scale, and our ability to commercialize sustainable products that synthetic biology represents a third industrial revolution, bringinggive consumers the power to choose products that benefit the planet. Our technology platform offers advantages to traditional methods of sourcing similar ingredients (such as petrochemistry, unsustainable agricultural practices, and extraction from organisms). These advantages include but are not limited to renewable and ethical sourcing of raw materials, less resource-intensive production, minimal impact on sensitive ecosystems, enhanced purity and safety profile, less vulnerability to climate disruption, and improved supply chain resilience. We bring together biology and engineering to generate new, moreproduce sustainable materials to meet the growing global demand for bio-based replacements of petroleum-based and traditional animal- or plant-derived ingredients. We continue to generate demand for our current portfolio of products through an extensive go-to-market network provided by our partners that are the leading companiesscarce or endangered in nature. We leverage state-of-the-art machine learning, robotics, and artificial intelligence, which enable our target markets. Via our partnership model, our partners invest in the development of moleculestechnology platform to take it from the labrapidly bring new innovation to commercial scale and use their extensive marketing and sales capabilities to sell our ingredients and formulations to their customers. We capture long-term revenue both through the production and sale of our molecules to our partners and through royalty revenues from our partners' product sales to their customers. We have also successfully formulated our unique, natural and sustainably-sourced ingredients into wholly-owned consumer brands, including Biossance® our clean beauty skincare brand, Pipette®, our baby and mother care brand, and PurecaneTM, our alternative sweetener brand. We are marketing our brands directly to consumers via our ecommerce platforms, in brick-and-mortar stores, and online via various retail partners.
We were founded in 2003 in the San Francisco Bay area by a group of scientists from the University of California, Berkeley. Through a grant in 2005 from the Bill & Melinda Gates Foundation, we developed technology capable of creating microbial strains that produce artemisinic acid, a precursor of artemisinin, an anti-malarial drug.
We produced a renewable farnesene brand, Biofene®, a long-chain, branched hydrocarbon molecule that we manufacture through fermentation using engineered microbes. Our farnesene derivatives are sold in hundreds of products as nutraceuticals, skincare products, fragrances, solvents, polymers, and lubricant ingredients. In 2014, we began manufacturing additional molecules for the Flavor & Fragrance industry; in 2015, we began investing to expand our capabilities to other small molecule chemical classes via our collaboration with the Defense Advanced Research Projects Agency (DARPA); and in 2016, we expanded into proteins. We then made the strategic decision to transition our business model from low margin commodity markets to higher margin specialty ingredients markets. We began the transition by first commercializing and supplying farnesene-derived squalane as a cosmetic ingredient to formulators and distributors. We also entered into collaboration and supply agreements for the development and commercialization of molecules within the Flavor & Fragrance and Clean Beauty markets. We partner with our customers to create sustainable, high performing, low-cost molecules that replace an ingredient in their supply chains. We commercially scale and manufacture those molecules.market. Our revenue is generated from consumer product sales, ingredient product sales, research and development collaboration programs and grants, renewable product sales, and license and royalty revenues from our renewable product portfolios.consumer marketing services.
All of our non-government partnerships include commercial terms for the supply of molecules we produce at commercial scale. The first molecule to generate revenue for us outside of farnesene was a fragrance molecule launched in 2015. Since the launch, this and additional fragrance molecules have continued to generate sales year over year. Our partners for these molecules are indicating continued strong growth due to their cost advantaged position, high purity of our molecules and our sustainable production method. In 2019, we commercially produced and shipped our Reb M product that is an alternative sweetener and sugar replacement for food and beverages. In 2020, we added a total of six new ingredients to our portfolio. We have a pipeline that can deliver an estimated two to three new molecules each year over the coming years.
Our time to market for molecules has decreased from seven years to less than a year for our most recent molecule, mainly due to our ability to leverage our biotechnology platform with proprietary computational tools, strain construction tools, screening and analytics tools, and advanced lab automation and data integration. Our state-of-the-art infrastructure includes industry-leading strain engineering and lab automation located in Emeryville, California,California; pilot-scale production facilities in Emeryville California and Campinas, Brazil,Brazil; a demonstration-scale facility in Campinas, Brazil and aCampinas; commercial scale production facilityfacilities in Leland, North Carolina (owned and operated by our Aprinnova joint venture). We are able to usethe State of Sao Paolo, Brazil. While a wide variety of feedstocks for production but have focused on sourcingexists, we source Brazilian sugarcane for our large-scale production because of its supply resilience, renewability, low cost, and relative price stability. We are constructing aAs of December 31, 2022, we have commissioned three lines of our new purpose-built, large-scale specialty ingredientsprecision fermentation facility in Brazil, which we anticipate will allow foraccommodate the manufacturemanufacturing of up to five products concurrently, including both our specialty ingredients portfolio and our alternative sweetener product. In September 2019, we obtainedconcurrently. We expect to commission the necessary permits and broke ground for thisremaining lines in 2023. Pending full commissioning of the new facility, and we expect construction to be completed by the end of 2021. During construction, we continue to manufacture our products at manufacturing sites, some of which are third party, in Brazil, the U.S.United States, and Europe.
SalesThe results of operations for the years ended December 31, 2022, 2021, and Revenue
We recognize revenue from product sales, license fees and royalties, and grants and collaborations.
We have research and development collaboration arrangements for which we receive payments from our collaboration partners, which include DARPA, Koninklijke DSM N.V. (DSM), Firmenich SA (Firmenich), Givaudan International SA (Givaudan), Yifan Pharmaceutical Co. Ltd. (Yifan) and others. Some of our collaboration arrangements provide for advance payments to us in consideration for grants of exclusivity or research efforts that we will perform. Our collaboration agreements, which may require us to achieve milestones prior to receiving payments, are expected to contribute revenues from product sales and royalties if and when they are commercialized. See Note 10, “Revenue Recognition” in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
We have several other collaboration molecules in our development pipeline with partners including DSM, Givaudan, Firmenich and Yifan that we expect will contribute revenues from product sales and royalties if and when they are commercialized.
COVID-19 Business Update
We have been closely monitoring the impact of the global COVID-19 pandemic on all aspects of our business, including how it has and will impact our employees, partners, supply chain, and distribution network. Since the start of the pandemic in early 2020 we developed a comprehensive response strategy including establishing a cross-functional COVID-19 task force and implementing business continuity plans to manage the impactreflected impacts of the COVID-19 pandemic, onas well as the ongoing conflict in Ukraine. At the onset of the pandemic, we saw a shift in consumer behavior from purchasing in brick and mortar retail stores to online shopping. These events have also caused delays and increased costs within our employeessupply chain, particularly related to inbound freight, packaging and componentry and other input costs. Inflationary pressures, rising interest rates, and risk of recession inherently result in uncertainty in business trends and consumer behavior. Although we are not currently seeing meaningful signs of a slowdown in consumer demand for our business. We have applied recommended public health strategies designed to prevent the spread of COVID-19 and have beenproducts, we are closely monitoring economic conditions.
focused on the health and welfare of our employees. We have successfully managed to sustain ongoing critical production campaigns and infrastructure while staying in compliance with State and County public health orders.
Accordingly, since the end of the first quarter of 2020, we have initiated several precautions in accordance with local regulations and guidelines to mitigate the spread of COVID-19 infection across our businesses, which has impacted the way we carry out our business, including additional sanitation and cleaning procedures in our laboratories and other facilities, on-site COVID-19 testing, temperature and symptom confirmations, instituting remote working when possible, and implementing social distancing and staggered worktime requirements for our employees who must work on-site. Our plans to reopen our sites and enable a broad return to work in our offices, laboratories and production facilities will continue to follow local public health plans and guidelines. As the effects of the COVID-19 pandemic and the availability of vaccines continue to rapidly evolve, even if our employees more broadly return to work in our offices, laboratories and production facilities, we have the flexibility to resume more restrictive on-site and remote work models, if needed, as a result of spikes or surges in COVID-19 infection, hospitalization rates or otherwise. See “Risk Factors – Business and Operational Risks - The COVID-19 pandemic has impacted our business and results of operations and could have a material adverse effect on our business, results of operations and financial condition in the future.”
Critical Accounting Policies and Estimates
Management's discussion and analysis of results of operations and financial condition are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP). We believe that the critical accounting policies described in this section are those that significantly impact our financial condition and results of operations and require the most difficult, subjective or complex judgements, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. Because of this uncertainty, actual results may vary from these estimates.
Our most critical accounting estimates include:
•Recognition of revenueRevenue recognition, including arrangements with multiple performance obligations;
•Valuation and allocation of fair value to various elements of complex related party transactions;
•The valuationValuation of freestanding and embedded derivatives, which impacts gains or losses on such derivatives, the carrying value of debt, interest expense, and deemed dividends; and
•The valuationValuation of debt for which we have elected fair value accounting.accounting; and
•Valuation of goodwill, intangible assets, and contingent consideration payables, which are generated through business acquisitions.
For a more detailed discussionA summary of our criticalsignificant accounting estimates and policies seeis contained in Note 1 "Basis of Presentation and SummaryNotes to Consolidated Financial Statements. This listing is not intended to be a comprehensive list of Significant Accounting Policies" in Part II, Item 8all of this 2020 Form 10-K.
our accounting policies.
Results of Operations
Revenue
| Years Ended December 31,
(In thousands) | Years Ended December 31,
(In thousands) | 2020 | 2019 | Change | | Years Ended December 31,
(In thousands) | 2022 | 2021 | Change | |
| Revenue: | Revenue: | | | Revenue: | | |
| Renewable products | Renewable products | $ | 104,338 | | $ | 59,872 | | 74 | % | | Renewable products | $ | 222,323 | | $ | 149,703 | | 49 | % | |
| Licenses and royalties | Licenses and royalties | 50,991 | | 54,043 | | (6) | % | | Licenses and royalties | 32,434 | | 173,812 | | (81) | % | |
| Grants and collaborations | 17,808 | | 38,642 | | (54) | % | | |
| Collaborations, grants and other | | Collaborations, grants and other | 15,090 | | 18,302 | | (18) | % | |
| Total revenue | Total revenue | $ | 173,137 | | $ | 152,557 | | 13 | % | | Total revenue | $ | 269,847 | | $ | 341,817 | | (21) | % | |
Total revenue increased by 13% to $173.1was $269.6 million in 2020. 2022 compared to $341.8 million in 2021. Revenue in 2022 decreased by 21% primarily due to a large license revenue transaction in 2021 that did not repeat in 2022, offset in part by continued double-digit growth in renewable products.
Renewable products revenue increased by 74%49% to $104.3$222.3 million in 2020,2022, due to a 197%an $84.9 million (92%) increase in consumer products revenue andpartially offset by a 26% increase$12.3 million (21%) decrease in ingredients revenue.
Licenses and royalties revenue decreased by 6%81% to $51.0$32.4 million in 2020,2022, primarily due to a reduction$149.6 million license in 2021 of intellectual property for our flavors and fragrances molecules, the sale of certain farnesene technology to DSM, and $10.0 million of license revenue from DSM, partly offset by an increase from Firmenich.the licensing of RebM related intellectual property to PureCircle.
GrantsCollaborations, grants, and collaborationsother revenue decreased by 54%18% to $17.8$15.1 million in 2020, primarily2022, mainly due to nodecreased collaboration revenue generated under our cannabinoid agreement in 2020 as compared to $18.3 million in 2019.
Our revenues are dependent on the timing and nature of arrangements entered into with our customers, which may include multiple performance obligations for which revenue accounting requires significant judgement and estimates. Based on the nature of our customer arrangements, our revenues may vary significantly from one period to the next.DSM.
Cost and Operating Expenses
| Years Ended December 31,
(In thousands) | Years Ended December 31,
(In thousands) | 2020 | 2019 | Change | | Years Ended December 31,
(In thousands) | 2022 | 2021 | Change | |
| Cost of products sold | Cost of products sold | $ | 87,812 | | $ | 76,185 | | 15 | % | | Cost of products sold | $ | 258,668 | | $ | 155,139 | | 67 | % | |
| Research and development | Research and development | 71,676 | | 71,460 | | — | % | | Research and development | 110,215 | | 94,289 | | 17 | % | |
| Sales, general and administrative | Sales, general and administrative | 137,071 | | 126,586 | | 8 | % | | Sales, general and administrative | 493,629 | | 257,811 | | 91 | % | |
| Impairment of other assets | — | | 216 | | (100) | % | | |
| Change in fair value of acquisition-related contingent consideration | | Change in fair value of acquisition-related contingent consideration | (24,874) | | — | | nm | |
| Restructuring | | Restructuring | 1,192 | | — | | — | % | |
| Impairment | | Impairment | — | | 12,204 | | (100) | % | |
| Total cost and operating expenses | Total cost and operating expenses | $ | 296,559 | | $ | 274,447 | | 8 | % | | Total cost and operating expenses | $ | 838,830 | | $ | 519,443 | | 61 | % | |
______________
"nm" indicates not meaningful
Cost of Products Sold
Cost of products sold includes the costs of raw materials, labor and overhead, amounts paid to contract manufacturers, inventory write-downs resulting from applying lower of cost or net realizable value inventory adjustments, and costs related to production scale-up. Because of our product mix, our cost of products sold does not change proportionately with changes in renewable product revenue.
Cost of products sold increased by 15%67% to $87.8$258.7 million in 2020, primarily2022, due to a 74%corresponding 49% increase in renewable products revenue, mostly offset by significant improvementscoupled with an increase in unitmanufacturing input costs for our ingredients products as well as increased freight and manufacturing efficiencies.logistics costs for our consumer products business.
Research and Development Expenses
Research and development expenses increased by 0.3%17% to $71.7$110.2 million in 2020,2022, primarily due to increasesan increase in professional services and employee compensation, mostly offset by a net decrease in equipment-related expense. Equipment-related expense, including depreciation, decreased as the result of our replacing equipment rentals with financing leases, which replaced monthly rental expense with depreciation expense over a 3- to 5-year useful life for capitalized equipment.compensation.
Sales, General, and Administrative Expenses
Sales, general, and administrative expenses increased by 8%91% to $137.1$493.6 million in 2020,2022, primarily due to an $11.5 million increase inincreased sales and marketing expense and employee compensation related to our consumer brands.
ImpairmentChange in Fair Value of Other AssetsAcquisition-Related Contingent Consideration
The Company established earnout liabilities for certain of its acquisitions that are contingent upon the achievement of certain financial and other metrics over multiple years. These liabilities are remeasured quarterly based upon actual results to date and projections for future periods. In fiscal year 2022, the Company reduced the related liabilities by $24.9 million.
Restructuring
In 2019,the fourth quarter of 2022, the Company committed to its "Fit-to-Win" strategy, which is a company-wide initiative with a goal of delivering $150.0 million of benefit in fiscal year 2023. This program will include price increases on selective ingredients and consumer products, production and shipping cost reductions, and reductions within SG&A related to shipping and fulfillment, paid media, and workforce right-sizing. During 2022, the Company recognized restructuring expense of $1.2 million related to employee severance.
Impairment
Impairment expense was $0 in 2022 and $12.2 million in 2021. In 2021, we impaired $0.2the remaining $12.2 million asset related to manufacturing capacity fees paid to DSM for the production of contingent consideration that had been recorded in 2017 in connection withRebM at DSM's Brotas, Brazil facility. Due to the December 2017 sale2022 commissioning of our factorynew fermentation facility in Brasil. ThereBarra Bonita, Brazil, we determined RebM would not be manufactured at the DSM facility in 2022 and concluded that the asset was no such impairment in 2020.longer recoverable.
Other Income (Expense), Net
| | | | | | | | | | | | |
Years Ended December 31,
(In thousands) | 2020 | 2019 | Change | |
| Interest expense | $ | (47,951) | | $ | (58,665) | | (18) | % | |
| (Loss) gain from change in fair value of derivative instruments | (11,362) | | 2,777 | | (509) | % | |
| Loss from change in fair value of debt | (89,827) | | (19,369) | | 364 | % | |
| Loss upon extinguishment of debt | (51,954) | | (44,208) | | 18 | % | |
| Other income (expense), net | 666 | | (783) | | (185) | % | |
| Total other expense, net | $ | (200,428) | | $ | (120,248) | | 67 | % | |
______________
nm = not meaningful | | | | | | | | | | | | |
Years Ended December 31,
(In thousands) | 2022 | 2021 | Change | |
| Interest expense | $ | (24,733) | | $ | (25,605) | | (3) | % | |
| Gain (loss) from change in fair value of derivative instruments | 3,905 | | 1,453 | | 169 | % | |
| Gain (loss) from change in fair value of debt | 53,400 | | (38,649) | | (238) | % | |
| Loss upon extinguishment of debt | — | | (32,464) | | (100) | % | |
| Other (expense) income, net | (2,214) | | 580 | | (482) | % | |
| Total other income (expense), net | $ | 30,358 | | $ | (94,685) | | (132) | % | |
Total other income, net, was $30.4 million in 2022, compared to other expense, net, was $200.4of $94.7 million in 2020, compared to $120.22021. The $125.0 million in 2019. The $80.2 million increasechange was primarily comprised of a $70.5$92.0 million increasedecrease in loss from change in fair value of debt and a $14.1$32.5 million swing from adecrease in loss upon extinguishment of debt.
Interest expense decreased slightly to $24.7 million in 2022 compared to $25.6 million in 2021 as the weighted average debt balance was similar year over year.
The increase in gain to a loss in change in fair value of derivative instruments and a $7.7 million increase in loss upon extinguishment of debt, partly offset by a $10.7 millionwas due to the decrease in interest expense.our stock price during 2022.
The increase inchange from a loss from changeto a gain in fair value of debt was due to a 95% increasethe decrease in our stock price during 2020, combined with the addition of a second debt instrument (the Foris Convertible Note) for which we elected to account for at fair value during 2020; see Note 4, "Debt" in Part II, Item 8 of this Annual Report on Form 10-K for details regarding the Foris Convertible Note.
The swing from a gain to a loss in change in fair value of derivative instruments was primarily due to a 95% increase in our stock price during 2020; see Note 3, "Fair Value Measurement" in Part II, Item 8 of this Annual Report on Form 10-K for details regarding our outstanding derivative instruments.2022.
The loss upon extinguishment of debt for the year ended December 31, 2020 was the result of debt modifications and restructuring which required the write-off of significant unamortized debt discount balances and expensing of the fair value of equity instruments granted or modified in connection with the debt settlement or modification.
The reduction in interest expense2021 was primarily due to a decrease$28.9 million loss in connection with exchange of the Schottenfeld notes into common stock, and early payment penalties in connection with the repayment in full of certain other debt discount accretion, along with lower averageinstruments. There was no extinguishment of debt principal balances during 2020 as compared to the prior year.in fiscal year 2022.
Income Taxes
For the yearsyear ended December 31, 2020 and 2019,2022, we recorded an income tax expensebenefit of $0.3$2.7 million due to losses in our foreign affiliates and $0.6an income tax benefit from an acquisition. For the year ended December 31, 2021, we recorded an income tax benefit of $8.1 million related to accrued interest onthe reversal of an uncertain tax positions.
See Note 13, "Income Taxes" in Part II, Item 8position for which the statute of this Annual Report on Form 10-K for additional information.limitations had expired.
Liquidity and Capital Resources
| Years Ended December 31,
(In thousands) | Years Ended December 31,
(In thousands) | 2020 | 2019 | Years Ended December 31,
(In thousands) | 2022 | 2021 |
| Net cash (used in) provided by: | Net cash (used in) provided by: | | Net cash (used in) provided by: | |
| Operating activities | Operating activities | $ | (175,753) | | $ | (156,933) | | Operating activities | $ | (525,894) | | $ | (181,333) | |
| Investing activities | Investing activities | (12,781) | | (13,080) | | Investing activities | (123,707) | | (64,098) | |
| Financing activities | Financing activities | 222,525 | | 124,910 | | Financing activities | 231,413 | | 701,962 | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | Effect of exchange rate changes on cash, cash equivalents and restricted cash | (4,268) | | (252) | | Effect of exchange rate changes on cash, cash equivalents and restricted cash | 474 | | 359 | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | $ | 29,723 | | $ | (45,355) | | |
| Net (decrease) increase in cash, cash equivalents and restricted cash | | Net (decrease) increase in cash, cash equivalents and restricted cash | $ | (417,714) | | $ | 456,890 | |
Liquidity
We have incurred operating losses since our inception, and we expect to continue to incur losses and negative cash flows from operations through at least the next 12 months following the issuance of this Annual Report on Form 10-K.in 2023. As of December 31, 2020,2022, we had negative working capital of $16.5$80.8 million, an accumulated deficit of $2.1$2.9 billion, and unrestricted cash and cash equivalents of $30.2$64.4 million.
As of December 31, 2020,2022, the principal amounts due under our debt instruments (including related party debt) totaled $170.5$923.0 million, of which $56.5$128.7 million is classified as current. OurHowever, $50.0 million of the $128.7 million of current principal due is related party debt agreements contain various covenants, including certain restrictions on our business — including restrictions on additional indebtedness, material adverse effect and cross default provisions — that could cause us to beis convertible into shares of the Company’s common stock at risk of default. A failure to comply with the covenants and other provisions of our debt instruments, including any failure to make payments when required, would generally result in events of default under such instruments, which could result in the acceleration of a substantial portion of such indebtedness. Acceleration would generally also constitute an event of default under our other outstanding debt instruments, which could result in the acceleration of a substantial portion of our debt repayment obligations.
During 2020 we failed to meet certain covenants under several credit arrangements, including those associated with missed payments, cross-default provisions, minimum liquidity and minimum asset coverage requirements. These lenders provided permanent waivers to us for breaches of all past covenant violations and cross-default payment failures under the respective credit agreements, and significantly reduced the minimum liquidity requirement and substantially increased the base of eligible assets to calculate the asset coverage requirement.
Cash and cash equivalents of $30.2 million as of December 31, 2020 are not sufficient to fund expected future negative cash flows from operations and cash debt service obligations through March 2022. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements in this Annual Report on Form 10-K are issued.$3.00 per share. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to continue as a going concern will depend, in large part, on our ability to minimize the anticipated negative cash flows from operations during the 12 months from thematurity date of this filing and to raise additional proceeds through strategic transactions, financings, and refinance or extend other existing debt maturities that will occur in June 2021 ($10 million as of the date of this filing), all of which are uncertain and outside of our control.
Our operating plan for 20212023 contemplates a significant reduction in net operating cash outflows as compared to the year ended December 31, 2020,2022, resulting from (i)(1) revenue growth from sales of existing and new products with positive gross margins (ii)and expansion outside the United States; (2) reduced production costs as a result of manufacturing and technical developments (iii)and transitioning to the monetizationnew manufacturing facility in the last half of certain assets, (iv)2022 and remaining transition in 2023; and (3) an increase in cash inflows from collaborationmilestone royalties under the DSM and grants and licenses and royalties, and (v) lower debt servicing expense. Our operating plan for 2021 also contemplates funding the construction and launch of our new specialty ingredients fermentation facility in Brazil, which will most likely require financing that is significantly above any potential to generate excess cash flows from operations. If we are unable to generate sufficient cash inflows from product sales, licenses and collaboration arrangements, we will need to obtain additional funding from new equity or debt financings, which may not occur timely or on reasonable terms, if at all, and agree to burdensome covenants, grant further security interests in our assets, enter into collaboration and licensing arrangements that require us to relinquish commercial rights, or grant licenses on terms that are not favorable.Ingredion license agreements.
If we do not achieve ourManagement currently believes that the Company's cash position combined with cash generated from operations, expected earnout payments along with planned price increases, operating results, we may need to takeexpense reduction, portfolio decisions, debt, and, importantly, the following actions to support our liquidity needs in 2021:
•shift focus to existing products and customers with significantly reduced investment in new product and commercial development efforts;
•reduce expenditures for employees and third-party contractors, including consultants, professional advisors and other vendors;
•reduce or delay uncommitted capital expenditures, including expenditures related the construction and commissioningsuccessful completion of the new production facilityGivaudan transaction described in Brazil, nonessential facilities and lab equipment, and information technology projects; and
•closely monitor our working capital position with customers and suppliers, as well as suspend operations at pilot plants and demonstration facilities.
Implementing this plan could negatively impact ourNote 16, Subsequent Events, to the Consolidated Financial Statements, alleviates substantial doubt about the Company's ability to continue our business as currently contemplated, including, without limitation, delays or failures in our ability to:
•achieve planned production levels;
•develop and commercialize products within planned timelines or at planned scales; and
•continue other core activities.
We will need to fund operationsa going concern for the foreseeable future with cash currently on hand, cash inflows from product sales, licenses and royalties, grants and collaborations, and equity and debt financings, to the extent necessary. Some of our research and development collaborations are subject to the risk that we may not meet milestones. Future equity and debt financings, if needed, are subject to the risk that we may not be able to secure financing in a timely manner or on reasonable terms, if at all.
For details, see the following Notes in Part II, Item 8 of this Annual Report on Form 10-K:
•Note 4, "Debt"
•Note 5, "Mezzanine Equity"
•Note 6, "Stockholders' Deficit"next 12 months.
Cash Flows during the Years Ended December 31, 20202022 and 20192021
Cash Flows from Operating Activities
Our primary uses of cash from operating activities are for personnel costs and costs related to the production and salessale of our products, offset by cash received from sales to customers.
For the year ended December 31, 2020,2022, net cash used in operating activities was $175.8$525.9 million, which was primarily comprised of our $326.9$543.4 million net loss, andpartially offset by a decrease of $54.4$9.6 million in cash used for working capital partly offset by $205.5and an increase of $7.9 million of non-cash charges.add-backs. Non-cash charges wereactivity was primarily comprised of an $89.8a $53.4 million lossgain from change in fair value of debt a $52.0 million loss upon extinguishment of debt, $13.7and $48.7 million of stock-based compensation expense, an $11.4 million loss from change in fair value of derivative instruments and $10.5 million of non-cash interest expense in connection with the release of pre-delivery shares to a debt holder in connection with a previous debt issuance.expense. The decrease in cash used for working capital was primarily comprised of a $24.2 million increase in accounts receivable, a $16.2 million increase in inventories and a $4.0 million increase in contract assets.
For the year ended December 31, 2019, net cash used in operating activities was $156.9 million, which was comprised of our $242.8 million net loss and a $23.8 million decrease in working capital, partly offset by $109.6 million of non-cash charges. The decrease in working capital was primarily comprised of an $18.0 million increase in inventories, a $17.1 million decrease in lease liabilities, a $13.2 million increase in deferred cost of products sold, an $8.1$16.6 million increase in prepaid expenses and other assets and a $6.9$35.0 million decreaseincrease in contract liabilities, mostlyinventories, partially offset by a $42.7$114.5 million combined increase in accounts payablepayable.
For the year ended December 31, 2021, net cash used in operating activities was $181.3 million, which was primarily comprised of our $271.8 million net loss and accrued and other liabilities.an increase in cash used for working capital of $44.9 million, partially offset by $135.4 million of non-cash add-backs. Non-cash chargesadd-backs were primarily comprised of a $44.2 million loss upon extinguishment of debt, a $19.4$38.6 million loss from change in fair value of debt, $12.6 million of amortization of right-of-use assets under operating leases, $12.6$33.4 million of stock-based compensation expense, and $11.7a $29.3 million non-cash loss upon extinguishment of debt discount accretion.debt. The increase in cash used for working capital was primarily comprised of a $36.3 million increase in prepaid expenses and other assets and a $32.2 million increase in inventories, partly offset by a $37.4 million increase in accounts payable.
Cash Flows from Investing Activities
For the year ended December 31, 2020,2022, net cash used in investing activities was $12.8$123.7 million and was comprised of $105.9 million of property, plant and equipment purchases.purchases, and $17.8 million of cash used in acquisitions.
For the year ended December 31, 2019,2021, net cash provided by investing activities was $13.1$64.1 million and was comprised of $45.6 million of property, plant, and equipment purchases.purchases, and $18.5 million of cash used in acquisitions.
Cash Flows from Financing Activities
For the year ended December 31, 2020,2022, net cash provided by financing activities was $222.5$231.4 million, primarily comprised of $262.3$175.9 million from the issuance of debt and $56.4 million of proceeds from the issuance of common stock, partially offset by $0.8 million of debt principal payments.
For the year ended December 31, 2021, net cash provided by financing activities was $702.0 million, primarily comprised of $190.3 million of proceeds from the issuance of common stock and $15.6$671.0 million from the issuance of debt, partlypartially offset by $52.0$77.0 million of principal payments on debt and $3.5$4.1 million of principal payments on financing leases.
For the year ended December 31, 2019, net cash provided by financing activities was $124.9 million, primarily comprised of $53.7 million of proceeds from the issuance of common stock and $189.2 million from the issuance of debt, partly offset by $112.4 million of principal payments on debt and $5.3 million of principal payments on financing leases.
Off-Balance Sheet Arrangements
None.
Contractual Obligations
The following is a summary of our contractual obligations as of December 31, 2020:2022, representing our non-discretionary cash payments for the period:
| | | | | | | | | | | | | | | | | | | | | | | |
Payable by Year Ended December 31,
(In thousands) | Total | 2021 | 2022 | 2023 | 2024 | 2025 | Thereafter |
| Principal payments on debt | $ | 170,504 | | $ | 56,515 | | $ | 99,236 | | $ | 12,793 | | $ | 307 | | $ | 321 | | $ | 1,332 | |
| Interest payments on debt | 29,917 | | 13,454 | | 16,051 | | 106 | | 91 | | 75 | | 140 | |
| Operating leases | 18,686 | | 7,503 | | 7,680 | | 3,340 | | 163 | | — | | — | |
| Partnership payment obligation | 11,286 | | 878 | | 10,408 | | — | | — | | — | | — | |
| Construction costs in connection with new production facility | 5,448 | | 5,448 | | — | | — | | — | | — | | — | |
| Financing leases | 4,570 | | 4,570 | | — | | — | | — | | — | | — | |
| Contract termination fees | 4,344 | | 4,344 | | — | | — | | — | | — | | — | |
| Total | $ | 244,755 | | $ | 92,712 | | $ | 133,375 | | $ | 16,239 | | $ | 561 | | $ | 396 | | $ | 1,472 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Payable by Year Ended December 31,
(In thousands) | Total | 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter |
| Principal payments on debt | $ | 929,046 | | $ | 133,235 | | $ | 80,811 | | $ | 25,000 | | $ | 690,000 | | $ | — | | $ | — | |
| Interest payments on debt | 69,187 | | 31,064 | | 14,988 | | 12,756 | | 10,379 | | — | | — | |
| Operating leases | 323,963 | | 14,705 | | 23,767 | | 24,120 | | 23,466 | | 23,849 | | 214,056 | |
| Construction costs in connection with new production facility | 8,133 | | 8,133 | | — | | — | | — | | — | | — | |
| Financing leases | 80 | | 22 | | 21 | | 21 | | 16 | | — | | — | |
| Contract termination fees | 1,369 | | 1,369 | | — | | — | | — | | — | | — | |
| Total | $ | 1,331,778 | | $ | 188,528 | | $ | 119,587 | | $ | 61,897 | | $ | 723,861 | | $ | 23,849 | | $ | 214,056 | |
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicableThe market risk inherent in our market risk sensitive instruments and positions is the potential loss arising from adverse changes in the price of our common stock, foreign currency exchange rates, interest rates, and commodity prices.
Amyris Common Stock Price Risk
We are exposed to potential losses related to the price of our common stock. At each balance sheet date, the fair value of our derivative liabilities and certain of our outstanding debt instruments, for smaller reporting companies.which we have elected fair value accounting, is remeasured using current fair value inputs, one of which is the price of our common stock.
During any particular period, if the price of our common stock increases, there will likely be increases in the fair value of our derivative liabilities and our debt instrument, for which we have elected fair value accounting. Such increases in fair value will result in losses in our consolidated statements of operations from change in fair value of derivative instruments and from change in fair value of debt. Conversely, a decrease in the price of our stock during any particular period will likely result in gains in relation to these derivative and debt instruments. Given the current and historical volatility of our common stock price, any changes period-over-period have, and could in the future, result in a significant change in the fair value of our derivative liabilities and convertible debt instruments and significantly impact our net income during the period of change.
Foreign Currency Exchange Risk
Most of our sales contracts are denominated in U.S. dollars, and therefore our revenues are not currently subject to significant foreign currency risk.
The functional currency of our consolidated Brazilian subsidiary is the Brazilian Real. We do not use currency exchange contracts as hedges against our investment in that subsidiary.
Our permanent investment in Brazil was $232.7 million as of December 31, 2022 and $133.9 million as of December 31, 2021, using the exchange rate at each date. A hypothetical 10% adverse change in Brazilian Real exchange rates would have had an adverse impact to Other Comprehensive Loss of $23.3 million as of December 31, 2022 and $13.4 million as of December 31, 2021.
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates primarily to our outstanding debt obligations, including embedded derivatives therein. We generally invest our cash in investments with short maturities or with frequent interest reset terms. Accordingly, our interest income fluctuates with short-term market conditions. As of December 31, 2021, our investment portfolio consisted of money market funds and certificates of deposit, both of which are highly liquid. Due to the short-term nature of our investment portfolio, we do not believe that an immediate 10% increase in interest rates would have a material effect on the fair value of our portfolio. Since we believe we have the ability to liquidate our investment portfolio, we expect
that our operating results or cash flows would not be materially affected by a sudden change in market interest rates on the portfolio.
As of December 31, 2022, all of our outstanding debt was in fixed rate instruments. As a result, changes in interest rates would not affect interest expense and payments in relation to our debt.
Commodity Price Risk
Our primary exposure to market risk for changes in commodity prices relates to the procurement of products from contract manufacturers and other suppliers whose prices are affected by the price of sugar feedstocks. Our suppliers manage exposure to this risk primarily through the use of feedstock pricing agreements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
AMYRIS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB Number 324)
To the Board of Directors and Stockholders of Amyris, Inc.
Opinion on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Amyris, Inc. and subsidiaries (the "Company"“Company”) as of December 31, 20202022 and 2019,2021, and the related statements of operations, comprehensive loss, stockholders’ deficitequity (deficit) and mezzanine equity, and cash flows for each of the two years in the three-year period ended December 31, 2020,2022, and the related notes (collectively referred to as the “consolidated financial statements”). We also have audited Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20202022 and 2019,2021, and the results of its operations and its cash flows for each of the two years in the three-year period ended December 31, 2020,2022, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, Also in accordance withour opinion, the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’smaintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,2022, based on criteria established in 2013 Internal Control—Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 5, 2021 expressed an unqualified opinion on the effectiveness of theCOSO.
Basis for Opinion
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations, has an accumulated deficit of $2.1 billionreporting, and current debt service requirements that raise substantial doubt aboutfor its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Changes in Accounting Principles
As discussed in Note 1 to the consolidated financial statements, the Company has changed its accounting method of accounting for leases on January 1, 2019, due to the adoption of Financial Accounting Standard Board’s Accounting Standards Codification 842, Leases. The Company also amended the classification of certain equity-linked financial instruments with down round features and the respective disclosure requirements in fiscal year 2019 due to adoption of Accounting Standards Update No. 2017-11.
Basis for Opinion
These consolidated financial statements are the responsibilityassessment of the entity’s management.effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on thesethe entity’s consolidated financial statements and an opinion on the entity’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB"(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respondresponds to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
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understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.opinions.
Definition and Limitations of Internal Control Over Financial Reporting
An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation and allocation of fair value to various elements of complex related party transactions with DSM Nutritional Products, Ltd.revenue recognition
Critical Audit Matter Description
As described in Notes 1 and 10, The strategic alliance betweenCompany recognizes revenue from the Company and DSM Nutritional Products, Ltd. and its affiliates (collectively, DSM) started in May 2017 with an equity investment by DSM in Amyris, and has since been expanded with several significant product development collaborations. The Company’s relationships and transactions with DSM, including the nature of, terms of, and business purposes, are complex and evolving.
Amyris is licensing to DSM rights to assume the supply of Farnesene to Givaudan for the production and sale of a single specialty ingredient. The transaction is valued at $50 million,renewable products, licenses and royalties from intellectual property, and grants and collaborative research and development services. Contracts with $30 million payable by December 30, 2020, $10 million payable in the first quarter of 2021,customers may contain multiple performance obligations and the remainder inmay contain up-front license fees, research and development services, contingent milestone payments thereafter.upon achievement of contractual criteria, and royalty fees based on licensees’ product revenue or usage. The Company makes significant judgments in determining revenue recognition for customer contracts.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s conclusion on amount, timing and presentation of transactions with DSM,revenue recognition, include the following, among others:
•WePerformed substantive disaggregated analytical procedures.
•Obtained an understanding of how management developed estimate of return reserves.
•Reviewed and tested the effectiveness of controls over the Company’smanagement’s process, for identifying, authorizing and approving, and accounting for and disclosing related party transactions.including:
•Tested data used in forming assumptions
•Evaluated whether Company management has properly identified, authorized and approved, accounted for, and disclosed its related parties and relationships and transactions with the Company’s related parties.assumptions
•Inquired of the Audit Committee regarding their understanding of the Company’s relationships and transactions with related parties that are significant to the Company and whether there are any concerns and the substance of such concerns regarding relationships or transactions with related parties.Analyzed historical data
•For each transaction that is requiredDeveloped independent expectation of estimate to either be accounted for and disclosed in the Company’s consolidated financial statements, performed specific procedures, including, but not limited, to the following:corroborate reasonableness of estimate of return reserves.
•Inspected the executed contractPerformed substantive analytical procedures relating to test that the facts on which management’s conclusions were reached were consistent with the actual terms and conditions of the contract.revenue using disaggregated data.
•EvaluatedExamined sample of revenue contracts, supply contracts with customers, and other source documents to test management’s identification of significant terms for completeness, including the contractidentification of distinct performance obligations and variable consideration, within the context of the five-step model prescribed by ASC 606, Revenue from Contracts with Customers, and evaluating whether management’s conclusions were appropriate.606.
•Compared the transaction price to the consideration expected to be received from a third party based on current rightsPerformed sales and obligations under the contracts and any modifications that were agreed upon with DSM.inventory cutoff procedures.
•Tested the accuracyrelevant controls to determine whether controls are suitably designed, placed in operation, and completeness of the costs incurred to date for the performance obligation.
•Tested the mathematical accuracy of management’s calculation of revenue for the performance obligation.operating effectively.
Valuation of freestanding and embedded derivatives and debt for which fair value accounting is electedgoodwill
Critical Audit Matter Description
The Company measuresAs discussed in Note 1 to the followingconsolidated financial assets and liabilities atstatements, goodwill is assessed annually for impairment during the fourth quarter, or more frequently if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value:
•Freestanding and bifurcated derivatives in connection with certain debt and equity financings; and
•Debt for whichvalue of a reporting unit has declined below its carrying value. As a result of the annual impairment test, the Company elected fair value accounting.determined no impairment of goodwill impairment has occurred during the period presented in the consolidated financial statements.
TheAuditing the Company’s assessment of the significance of a particular inputquantitative impairment test for goodwill was especially complex and judgmental due to the fair value measurementsignificant estimation required in its entirety requires management to make judgements and consider factors specific to the asset or liability. The methods of determining the fair value of embedded derivative liabilities and debt liabilities is based on a binomial model.
There is no current observable market for these types of derivatives and, as such, the Company determinedreporting unit. In particular, the fair value ofestimate was sensitive to the freestanding instruments or embedded derivatives usingsignificant assumptions that require judgment including the Black-Scholes-Merton option pricing model or a probability
weighted discounted cash flow analysis measuring the fair value of the debt instrument both with and without the embedded feature.
A binomial lattice model was also used to determine if the convertible debt would be converted, called or held at each decision point. Within the lattice model, the following assumptions are made: (i) the convertible note will be converted early if the conversion value is greater than the holding value and (ii) the convertible note will be called if the holding value is greater than both (a) redemption price and (b) the conversion value at the time. If the convertible note is called, the holder will maximize their value by finding the optimal decision between (1) redeeming at the redemption price and (2) converting the convertible note. The fair value models also include inputs related to stock price, discount yield, risk free rates, equity volatility, probability of principal repayment in cash or stock and probabilityamount and timing of change in control.
Changes in valuationexpected future cash flows and the related discount rate. These assumptions can have a significant impact on the valuation of the embeddedare affected by such factors as expected future market or economic conditions and freestanding derivative liabilitiesclinical trial and debt that the Company elects to account for at fair value. For example, all other things being equal, generally, an increase in the Company’s stock price, change of control probability, risk-adjusted yields term to maturity/conversion or stock price volatility increases the value of the derivative liability.regulatory events.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s conclusion on the valuation of freestanding and embedded derivatives and debt for which fair value accounting is elected,acquisitions, included the following, among others:
•Assessed the Company’s internal control over accounting for financial instrumentsTested relevant controls to determine whether controls are suitably designed, placed in operation, and derivatives.operating effectively.
•A high degreeWith the assistance of subjective auditor judgment was involved in evaluating certain inputsfair value specialists, evaluated the reasonableness of the (1) valuation methodology and (2) discount rate, including testing the source information underlying the determination of the discount rate, tested the mathematical accuracy of the calculation, and developed a range of independent estimates and comparing those to the model used to determine the fair value of the various liabilities. We assessed methodologies and tested the significant assumptions and underlying data useddiscount rate selected by the Company.management.
•ConsideredEvaluated management’s policy of reviewing valuation methodologies, inputsability to accurately forecast future revenue and assumptions utilizedcash flows by third-party pricing services.comparing prior year forecasts to actual results in the respective years.
•AssessedEvaluated the historical accuracyreasonableness of management’s estimatescurrent revenue and cash flow forecasts by performing acomparing such forecasts to historical results and to forecasted information included in Company press releases as well as in analyst and industry reports of the Company and companies in its peer group.
•Performed sensitivity analyses of the significant assumptions to evaluate the changeschange in the fair value models resultingvalues of the reporting unit that would result from changes in the assumptions. There is limited observable market information and the calculated fair value of such assets was sensitive to possible changes in these key inputs.
•We also used a valuation specialist to assist us in evaluating the Company’s models, valuation methodology, and significant assumptions used in the fair value estimates.
/s/ Macias Gini & O’ConnellO'Connell LLP
We have served as the Company's auditor since 2019.
San Francisco,Jose, California
March 5, 202116, 2023
AMYRIS, INC.
CONSOLIDATED BALANCE SHEETS
| December 31,
(In thousands, except shares and per share amounts) | December 31,
(In thousands, except shares and per share amounts) | 2020 | 2019 | December 31,
(In thousands, except shares and per share amounts) | 2022 | 2021 |
| Assets | Assets | | Assets | |
| Current assets: | Current assets: | | Current assets: | |
| Cash and cash equivalents | Cash and cash equivalents | $ | 30,152 | | $ | 270 | | Cash and cash equivalents | $ | 64,437 | | $ | 483,462 | |
| Restricted cash | Restricted cash | 309 | | 469 | | Restricted cash | 71 | | 199 | |
| Accounts receivable, net of allowance of $137 and $45, respectively | 32,846 | | 16,322 | | |
| Accounts receivable - related party, net of allowance of $0 and $0, respectively | 12,110 | | 3,868 | | |
| Accounts receivable, net of allowance of $995 and $945 | | Accounts receivable, net of allowance of $995 and $945 | 45,775 | | 37,074 | |
| Accounts receivable - related party, net of allowance of $0 and $0 | | Accounts receivable - related party, net of allowance of $0 and $0 | 6,608 | | 5,667 | |
| Contract assets | Contract assets | 4,178 | | 8,485 | | Contract assets | 806 | | 4,227 | |
| Contract assets - related party | Contract assets - related party | 1,203 | | 0 | | Contract assets - related party | 36,638 | | — | |
| Inventories | Inventories | 42,862 | | 27,770 | | Inventories | 111,880 | | 75,070 | |
| Deferred cost of products sold - related party | 9,801 | | 3,677 | | |
| | Prepaid expenses and other current assets | Prepaid expenses and other current assets | 13,103 | | 12,750 | | Prepaid expenses and other current assets | 40,146 | | 33,513 | |
| Total current assets | Total current assets | 146,564 | | 73,611 | | Total current assets | 306,361 | | 639,212 | |
| Property, plant and equipment, net | Property, plant and equipment, net | 32,875 | | 28,930 | | Property, plant and equipment, net | 182,224 | | 72,835 | |
| Contract assets, noncurrent - related party | 0 | | 1,203 | | |
| Deferred cost of products sold, noncurrent - related party | 9,939 | | 12,815 | | |
| | Restricted cash, noncurrent | Restricted cash, noncurrent | 961 | | 960 | | Restricted cash, noncurrent | 6,090 | | 4,651 | |
| Recoverable taxes from Brazilian government entities | Recoverable taxes from Brazilian government entities | 8,641 | | 7,676 | | Recoverable taxes from Brazilian government entities | 29,472 | | 16,740 | |
| Right-of-use assets under financing leases, net (Note 2) | 9,994 | | 12,863 | | |
| Right-of-use assets under operating leases, net (Note 2) | 10,136 | | 13,203 | | |
| Right-of-use assets under financing leases, net | | Right-of-use assets under financing leases, net | 152 | | 7,342 | |
| Right-of-use assets under operating leases, net | | Right-of-use assets under operating leases, net | 97,216 | | 32,428 | |
| Goodwill | | Goodwill | 142,575 | | 131,259 | |
| Intangible assets, net | | Intangible assets, net | 46,938 | | 39,265 | |
| Other assets | Other assets | 3,704 | | 9,705 | | Other assets | 13,904 | | 10,566 | |
| Total assets | Total assets | $ | 222,814 | | $ | 160,966 | | Total assets | $ | 824,932 | | $ | 954,298 | |
| Liabilities, Mezzanine Equity and Stockholders' Deficit | | |
| Liabilities, Mezzanine Equity and Stockholders' Equity (Deficit) | | Liabilities, Mezzanine Equity and Stockholders' Equity (Deficit) | |
| Current liabilities: | Current liabilities: | | Current liabilities: | |
| Accounts payable | Accounts payable | $ | 41,045 | | $ | 51,234 | | Accounts payable | $ | 190,486 | | $ | 79,666 | |
| Accrued and other current liabilities | Accrued and other current liabilities | 30,707 | | 36,655 | | Accrued and other current liabilities | 73,565 | | 71,457 | |
| Financing lease liabilities (Note 2) | 4,170 | | 3,465 | | |
| Operating lease liabilities (Note 2) | 5,226 | | 4,625 | | |
| Financing lease liabilities | | Financing lease liabilities | 13 | | 140 | |
| Operating lease liabilities | | Operating lease liabilities | 2,255 | | 7,689 | |
| Contract liabilities | Contract liabilities | 4,468 | | 1,353 | | Contract liabilities | 26 | | 2,530 | |
| Debt, current portion (includes instrument measured at fair value of $53,387 and $24,392, respectively) | 54,748 | | 45,313 | | |
| Related party debt, current portion (includes instrument measured at fair value of $0 and $0, respectively) | 22,689 | | 18,492 | | |
| Debt, current portion | | Debt, current portion | 1,916 | | 896 | |
| Related party debt, current portion (includes instrument measured at fair value of $54,026 and $107,427) | | Related party debt, current portion (includes instrument measured at fair value of $54,026 and $107,427) | 118,886 | | 107,427 | |
| Total current liabilities | Total current liabilities | 163,053 | | 161,137 | | Total current liabilities | 387,147 | | 269,805 | |
| Long-term debt, net of current portion (includes instrument measured at fair value of $0 and $26,232, respectively) | 26,170 | | 48,452 | | |
| Related party debt, net of current portion (includes instrument measured at fair value of $123,164 and $0, respectively) | 159,452 | | 149,515 | | |
| Financing lease liabilities, net of current portion (Note 2) | 0 | | 4,166 | | |
| Operating lease liabilities, net of current portion (Note 2) | 9,732 | | 15,037 | | |
| Long-term debt, net of current portion | | Long-term debt, net of current portion | 674,891 | | 309,061 | |
| Related party debt, net of current portion (includes instrument measured at fair value of $0 and $0) | | Related party debt, net of current portion (includes instrument measured at fair value of $0 and $0) | 97,350 | | — | |
| Financing lease liabilities, net of current portion | | Financing lease liabilities, net of current portion | 48 | | 61 | |
| Operating lease liabilities, net of current portion | | Operating lease liabilities, net of current portion | 86,195 | | 19,829 | |
| Derivative liabilities | Derivative liabilities | 8,698 | | 9,803 | | Derivative liabilities | 5,403 | | 7,062 | |
| Acquisition-related contingent consideration | | Acquisition-related contingent consideration | 34,555 | | 64,762 | |
| Other noncurrent liabilities | Other noncurrent liabilities | 22,754 | | 23,024 | | Other noncurrent liabilities | 7,053 | | 4,510 | |
| Total liabilities | Total liabilities | 389,859 | | 411,134 | | Total liabilities | 1,292,642 | | 675,090 | |
| Commitments and contingencies (Note 9) | 0 | |
| Commitments and contingencies | | Commitments and contingencies | |
| Mezzanine equity: | Mezzanine equity: | | Mezzanine equity: | |
| Contingently redeemable common stock (Note 5) | 5,000 | | 5,000 | | |
| Stockholders’ deficit: | | |
| Preferred stock - $0.0001 par value, 5,000,000 shares authorized as of December 31, 2020 and 2019; 8,280 shares issued and outstanding as of December 31, 2020 and 2019 | 0 | | 0 | | |
| Common stock - $0.0001 par value, 350,000,000 and 250,000,000 shares authorized as of December 31, 2020 and 2019, respectively; 244,951,446 and 117,742,677 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 24 | | 12 | | |
| Contingently redeemable common stock | | Contingently redeemable common stock | 5,000 | | 5,000 | |
| Contingently redeemable noncontrolling interest | | Contingently redeemable noncontrolling interest | 28,892 | | 28,520 | |
| Stockholders’ equity (deficit): | | Stockholders’ equity (deficit): | |
| Preferred stock - $0.0001 par value, 5,000,000 shares authorized as of December 31, 2022 and 2021; 0 shares issued and outstanding as of December 31, 2022 and 2021 | | Preferred stock - $0.0001 par value, 5,000,000 shares authorized as of December 31, 2022 and 2021; 0 shares issued and outstanding as of December 31, 2022 and 2021 | — | | — | |
| Common stock - $0.0001 par value, 550,000,000 and 450,000,000 shares authorized as of December 31, 2022 and 2021; 364,745,266 and 308,899,906 shares issued and outstanding as of December 31, 2022 and 2021 | | Common stock - $0.0001 par value, 550,000,000 and 450,000,000 shares authorized as of December 31, 2022 and 2021; 364,745,266 and 308,899,906 shares issued and outstanding as of December 31, 2022 and 2021 | 36 | | 31 | |
| Additional paid-in capital | Additional paid-in capital | 1,957,224 | | 1,543,668 | | Additional paid-in capital | 2,455,567 | | 2,656,838 | |
| Accumulated other comprehensive loss | Accumulated other comprehensive loss | (47,375) | | (43,804) | | Accumulated other comprehensive loss | (64,114) | | (52,769) | |
| Accumulated deficit | Accumulated deficit | (2,086,692) | | (1,755,653) | | Accumulated deficit | (2,880,178) | | (2,357,661) | |
| Total Amyris, Inc. stockholders’ deficit | (176,819) | | (255,777) | | |
| Total Amyris, Inc. stockholders' (deficit) equity | | Total Amyris, Inc. stockholders' (deficit) equity | (488,689) | | 246,439 | |
| Noncontrolling interest | Noncontrolling interest | 4,774 | | 609 | | Noncontrolling interest | (12,913) | | (751) | |
| Total stockholders' deficit | (172,045) | | (255,168) | | |
| Total liabilities, mezzanine equity and stockholders' deficit | $ | 222,814 | | $ | 160,966 | | |
| Total stockholders' (deficit) equity | | Total stockholders' (deficit) equity | (501,602) | | 245,688 | |
| Total liabilities, mezzanine equity and stockholders' (deficit) equity | | Total liabilities, mezzanine equity and stockholders' (deficit) equity | $ | 824,932 | | $ | 954,298 | |
See accompanying notes to consolidated financial statements.
AMYRIS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Years Ended December 31,
(In thousands, except shares and per share amounts) | Years Ended December 31,
(In thousands, except shares and per share amounts) | 2020 | 2019 | Years Ended December 31,
(In thousands, except shares and per share amounts) | 2022 | 2021 | 2020 |
| Revenue: | Revenue: | | Revenue: | |
| Renewable products (includes related party revenue of $986 and $56, respectively) | $ | 104,338 | | $ | 59,872 | | |
| Licenses and royalties, net (includes related party revenue of $43,750 and $49,051, respectively) | 50,991 | | 54,043 | | |
| Grants and collaborations (includes related party revenue of $7,018 and $4,120 respectively) | 17,808 | | 38,642 | | |
| Total revenue (includes related party revenue of $51,754 and $53,227, respectively) | 173,137 | | 152,557 | | |
| Renewable products (includes related party revenue of $18,172, $19,162 and $986) | | Renewable products (includes related party revenue of $18,172, $19,162 and $986) | $ | 222,323 | | $ | 149,703 | | $ | 104,338 | |
| Licenses and royalties, net (includes related party revenue of $31,781, $149,612 and $43,750) | | Licenses and royalties, net (includes related party revenue of $31,781, $149,612 and $43,750) | 32,434 | | 173,812 | | 50,991 | |
| Collaborations, grants and other (includes related party revenue of $3,994, $6,000 and $7,018) | | Collaborations, grants and other (includes related party revenue of $3,994, $6,000 and $7,018) | 15,090 | | 18,302 | | 17,808 | |
| Total revenue (includes related party revenue of $53,947, $174,774 and $51,754) | | Total revenue (includes related party revenue of $53,947, $174,774 and $51,754) | 269,847 | | 341,817 | | 173,137 | |
| Cost and operating expenses: | Cost and operating expenses: | | Cost and operating expenses: | |
| Cost of products sold | Cost of products sold | 87,812 | | 76,185 | | Cost of products sold | 258,668 | | 155,139 | | 87,812 | |
| Research and development | Research and development | 71,676 | | 71,460 | | Research and development | 110,215 | | 94,289 | | 71,676 | |
| Sales, general and administrative | Sales, general and administrative | 137,071 | | 126,586 | | Sales, general and administrative | 493,629 | | 257,811 | | 137,071 | |
| Impairment of other assets | 0 | | 216 | | |
| Change in fair value of acquisition-related contingent consideration | | Change in fair value of acquisition-related contingent consideration | (24,874) | | — | | — | |
| Restructuring | | Restructuring | 1,192 | | — | | — | |
| Impairment | | Impairment | — | | 12,204 | | — | |
| Total cost and operating expenses | Total cost and operating expenses | 296,559 | | 274,447 | | Total cost and operating expenses | 838,830 | | 519,443 | | 296,559 | |
| Loss from operations | Loss from operations | (123,422) | | (121,890) | | Loss from operations | (568,983) | | (177,626) | | (123,422) | |
| Other income (expense): | Other income (expense): | | Other income (expense): | |
| Interest expense | Interest expense | (47,951) | | (58,665) | | Interest expense | (24,733) | | (25,605) | | (47,951) | |
| (Loss) gain from change in fair value of derivative instruments | (11,362) | | 2,777 | | |
| Loss from change in fair value of debt | (89,827) | | (19,369) | | |
| Gain (loss) from change in fair value of derivative instruments | | Gain (loss) from change in fair value of derivative instruments | 3,905 | | 1,453 | | (11,362) | |
| Gain (loss) from change in fair value of debt | | Gain (loss) from change in fair value of debt | 53,400 | | (38,649) | | (89,827) | |
| Loss upon extinguishment of debt | Loss upon extinguishment of debt | (51,954) | | (44,208) | | Loss upon extinguishment of debt | — | | (32,464) | | (51,954) | |
| Other income (expense), net | 666 | | (783) | | |
| Total other expense, net | (200,428) | | (120,248) | | |
| Loss before income taxes and loss from investment in affiliate | (323,850) | | (242,138) | | |
| Provision for income taxes | (293) | | (629) | | |
| Loss from investment in affiliate | (2,731) | | 0 | | |
| Other (expense) income, net | | Other (expense) income, net | (2,214) | | 580 | | 666 | |
| Total other income (expense), net | | Total other income (expense), net | 30,358 | | (94,685) | | (200,428) | |
| Loss before income taxes and loss from investment in affiliates | | Loss before income taxes and loss from investment in affiliates | (538,625) | | (272,311) | | (323,850) | |
| Benefit from (provision for) income taxes | | Benefit from (provision for) income taxes | 2,697 | | 8,114 | | (293) | |
| Loss from investment in affiliates | | Loss from investment in affiliates | (7,443) | | (7,595) | | (2,731) | |
| Net loss | Net loss | (326,874) | | (242,767) | | Net loss | (543,371) | | (271,792) | | (326,874) | |
| Income attributable to noncontrolling interest | (4,165) | | 0 | | |
| Loss (income) attributable to noncontrolling interest | | Loss (income) attributable to noncontrolling interest | 14,861 | | 823 | | (4,165) | |
| Net loss attributable to Amyris, Inc. | Net loss attributable to Amyris, Inc. | (331,039) | | (242,767) | | Net loss attributable to Amyris, Inc. | (528,510) | | (270,969) | | (331,039) | |
| Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock | Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock | (67,151) | | 0 | | Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock | — | | — | | (67,151) | |
| Less: deemed dividend to preferred stockholder on issuance and modification of common stock warrants | 0 | | (34,964) | | |
| Add: loss allocated to participating securities | Add: loss allocated to participating securities | 15,879 | | 7,380 | | Add: loss allocated to participating securities | — | | 507 | | 15,879 | |
| Net loss attributable to Amyris, Inc. common stockholders | Net loss attributable to Amyris, Inc. common stockholders | $ | (382,311) | | $ | (270,351) | | Net loss attributable to Amyris, Inc. common stockholders | $ | (528,510) | | $ | (270,462) | | $ | (382,311) | |
| | Denominator: | | |
| Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic | Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic | 203,598,673 | | 101,370,632 | | Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic | 320,752,600 | | 292,343,431 | | 203,598,673 | |
| Basic loss per share | Basic loss per share | $ | (1.88) | | $ | (2.67) | | Basic loss per share | $ | (1.65) | | $ | (0.93) | | $ | (1.88) | |
| | Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted | Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted | 203,598,673 | | 101,296,575 | | Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted | 339,333,994 | | 292,667,631 | | 203,598,673 | |
| Diluted loss per share | Diluted loss per share | $ | (1.88) | | $ | (2.72) | | Diluted loss per share | $ | (1.69) | | $ | (0.97) | | $ | (1.88) | |
|
See accompanying notes to consolidated financial statements.
AMYRIS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
| Years Ended December 31,
(In thousands) | Years Ended December 31,
(In thousands) | 2020 | 2019 | Years Ended December 31,
(In thousands) | 2022 | 2021 | 2020 |
| Comprehensive loss: | Comprehensive loss: | | Comprehensive loss: | |
| Net loss | Net loss | $ | (326,874) | | $ | (242,767) | | Net loss | $ | (543,371) | | $ | (271,792) | | $ | (326,874) | |
| Foreign currency translation adjustment | Foreign currency translation adjustment | (3,571) | | (461) | | Foreign currency translation adjustment | (11,345) | | (5,394) | | (3,571) | |
| Total comprehensive loss | Total comprehensive loss | $ | (330,445) | | $ | (243,228) | | Total comprehensive loss | $ | (554,716) | | $ | (277,186) | | $ | (330,445) | |
| Income attributable to noncontrolling interest | (4,165) | | 0 | | |
| Loss (income) attributable to noncontrolling interest | | Loss (income) attributable to noncontrolling interest | 14,861 | | 823 | | (4,165) | |
| Comprehensive loss attributable to Amyris, Inc. | Comprehensive loss attributable to Amyris, Inc. | $ | (334,610) | | $ | (243,228) | | Comprehensive loss attributable to Amyris, Inc. | $ | (539,855) | | $ | (276,363) | | $ | (334,610) | |
See accompanying notes to consolidated financial statements.
AMYRIS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICITEQUITY (DEFICIT) AND MEZZANINE EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Preferred Stock | | Common Stock | | | | | | | | | | | | |
| (In thousands, except number of shares) | Shares | Amount | | Shares | Amount | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Noncontrolling Interest | | Total Stockholders' Deficit | | Mezzanine Equity - Common Stock |
| Balance as of December 31, 2018 | 14,656 | | $ | 0 | | | 76,564,829 | | $ | 8 | | | $ | 1,346,996 | | | $ | (43,343) | | | $ | (1,521,417) | | | $ | 937 | | | $ | (216,819) | | | $ | 5,000 | |
| Cumulative effect of change in accounting principle for ASU 2017-11 (see "Significant Accounting Policies" in Note 1) | — | | — | | | — | | — | | | 32,512 | | | — | | | 8,531 | | | — | | | 41,043 | | | — | |
| Issuance of common stock and warrants upon conversion of debt principal and accrued interest | — | | — | | | 14,107,637 | | 2 | | | 62,859 | | | — | | | — | | | — | | | 62,861 | | | — | |
| Issuance of common stock in private placement, net of issuance costs - related party | — | | — | | | 10,478,338 | | 1 | | | 39,499 | | | — | | | — | | | — | | | 39,500 | | | — | |
| Issuance and modification of common stock warrants | — | | — | | | — | | — | | | 34,964 | | | — | | | — | | | — | | | 34,964 | | | — | |
| Deemed dividend to preferred shareholder on issuance and modification of common stock warrants | — | | — | | | — | | — | | | (34,964) | | | — | | | — | | | — | | | (34,964) | | | — | |
| Issuance of common stock in private placement | — | | — | | | 3,610,944 | | — | | | 14,221 | | | — | | | — | | | — | | | 14,221 | | | — | |
| Issuance of warrants in connection with related party debt issuance | — | | — | | | — | | — | | | 20,121 | | | — | | | — | | | — | | | 20,121 | | | — | |
| Issuance of warrants in connection with related party debt modification | — | | — | | | — | | — | | | 4,932 | | | — | | | — | | | — | | | 4,932 | | | — | |
| Issuance of warrants in connection with debt accounted for at fair value | — | | — | | | — | | — | | | 5,358 | | | — | | | — | | | — | | | 5,358 | | | — | |
| Stock-based compensation | — | | — | | | — | | — | | | 12,554 | | | — | | | — | | | — | | | 12,554 | | | — | |
| Fair value of pre-delivery shares issued to lenders | — | | — | | | 7,500,000 | | 1 | | | 4,214 | | | — | | | — | | | — | | | 4,215 | | | — | |
| Issuance of common stock upon ESPP purchase | — | | — | | | 318,490 | | — | | | 1,078 | | | — | | | — | | | — | | | 1,078 | | | — | |
| Fair value of bifurcated embedded conversion feature in connection with debt modification | — | | — | | | — | | — | | | 398 | | | — | | | — | | | — | | | 398 | | | — | |
| Issuance of common stock upon exercise of stock options | — | | — | | | 3,612 | | — | | | 27 | | | — | | | — | | | — | | | 27 | | | — | |
| Issuance of common stock upon exercise of warrants | — | | — | | | 2,515,174 | | — | | | 1 | | | — | | | — | | | — | | | 1 | | | — | |
| Conversion of Series B preferred shares into common shares | (6,376) | | — | | | 1,012,071 | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Distribution to non-controlling interests | — | | — | | | — | | — | | | — | | | — | | | — | | | (328) | | | (328) | | | — | |
| Foreign currency translation adjustment | — | | — | | | — | | — | | | — | | | (461) | | | — | | | — | | | (461) | | | — | |
| Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | — | | — | | | 1,631,582 | | — | | | (1,102) | | | — | | | — | | | — | | | (1,102) | | | — | |
| Net loss attributable to Amyris, Inc. | — | | — | | | — | | — | | | — | | | — | | | (242,767) | | | — | | | (242,767) | | | — | |
| Balance as of December 31, 2019 | 8,280 | | 0 | | | 117,742,677 | | 12 | | | 1,543,668 | | | (43,804) | | | (1,755,653) | | | 609 | | | (255,168) | | | 5,000 | |
| Issuance of preferred and common stock in private placements, net of issuance costs | 72,156 | | — | | | 36,098,894 | | 3 | | | 170,034 | | | — | | | — | | | — | | | 170,037 | | | — | |
| Issuance of common stock upon exercise of warrants - related party | — | | — | | | 29,165,166 | | 2 | | | 83,113 | | | — | | | — | | | — | | | 83,115 | | | — | |
| Issuance of preferred and common stock in private placements - related party, net of issuance costs | 30,000 | | — | | | 10,505,652 | | 1 | | | 57,188 | | | — | | | — | | | — | | | 57,189 | | | — | |
| Issuance of common stock and warrants upon conversion of debt principal and accrued interest | — | | — | | | 6,337,594 | | 1 | | | 21,259 | | | — | | | — | | | — | | | 21,260 | | | — | |
| Issuance of common stock upon conversion of debt principal and accrued interest, and extinguishment of related derivative liability | — | | — | | | 3,246,489 | | — | | | 15,778 | | | — | | | — | | | — | | | 15,778 | | | — | |
| Issuance of common stock right warrant - related party | — | | — | | | 5,226,481 | | 1 | | | 8,903 | | | — | | | — | | | — | | | 8,904 | | | — | |
| Issuance of common stock upon exercise of warrants | — | | — | | | 1,343,675 | | — | | | 3,476 | | | — | | | — | | | — | | | 3,476 | | | — | |
| Issuance of common stock upon ESPP purchase | — | | — | | | 357,655 | | — | | | 843 | | | — | | | — | | | — | | | 843 | | | — | |
| Issuance of common stock upon exercise of stock options | — | | — | | | 11,061 | | — | | | 46 | | | — | | | — | | | — | | | 46 | | | — | |
| Issuance of common stock upon automatic conversion of Series E preferred stock | (102,156) | | — | | | 34,052,084 | | 4 | | | (4) | | | — | | | — | | | — | | | 0 | | | — | |
| Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | — | | — | | | 2,227,654 | | — | | | (404) | | | — | | | — | | | — | | | (404) | | | — | |
| Beneficial conversion feature related to issuance of Series E preferred stock | — | | — | | | — | | — | | | 67,151 | | | — | | | — | | | — | | | 67,151 | | | — | |
| Deemed dividend upon conversion of Series E preferred stock into common stock | — | | — | | | — | | — | | | (67,151) | | | — | | | — | | | — | | | (67,151) | | | — | |
| Exercise of common stock rights warrant - related party | — | | — | | | — | | — | | | 15,000 | | | — | | | — | | | — | | | 15,000 | | | — | |
| Extinguishment of liability warrants to equity | — | | — | | | — | | — | | | 11,750 | | | — | | | — | | | — | | | 11,750 | | | — | |
| Fair value of pre-delivery shares released to holder in connection with previous debt issuance | — | | — | | | — | | — | | | 10,478 | | | — | | | — | | | — | | | 10,478 | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Preferred Stock | | Common Stock | | | | | | | | | | | | | |
| (In thousands, except number of shares) | Shares | Amount | | Shares | Amount | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Noncontrolling Interest | | Total Stockholders' Equity (Deficit) | | Mezzanine Equity - Common Stock | Mezzanine Equity - Contingently Redeemable Noncontrolling Interest |
| Balance as of December 31, 2019 | 8,280 | | $ | — | | | 117,742,677 | | $ | 12 | | | $ | 1,543,668 | | | $ | (43,804) | | | $ | (1,755,653) | | | $ | 609 | | | $ | (255,168) | | | $ | 5,000 | | $ | — | |
| Issuance of preferred and common stock in private placements, net of issuance costs | 72,156 | | — | | | 36,098,894 | | 3 | | | 170,034 | | | — | | | — | | | — | | | 170,037 | | | — | | — | |
| Issuance of common stock upon exercise of warrants - related party | — | | — | | | 29,165,166 | | 2 | | | 83,113 | | | — | | | — | | | — | | | 83,115 | | | — | | — | |
| Issuance of preferred and common stock in private placements - related party, net of issuance costs | 30,000 | | — | | | 10,505,652 | | 1 | | | 57,188 | | | — | | | — | | | — | | | 57,189 | | | — | | — | |
| Issuance of common stock and warrants upon conversion of debt principal and accrued interest | — | | — | | | 6,337,594 | | 1 | | | 21,259 | | | — | | | — | | | — | | | 21,260 | | | — | | — | |
| Issuance of common stock upon conversion of debt principal and accrued interest, and extinguishment of related derivative liability | — | | — | | | 3,246,489 | | — | | | 15,778 | | | — | | | — | | | — | | | 15,778 | | | — | | — | |
| Issuance of common stock right warrant - related party | — | | — | | | 5,226,481 | | 1 | | | 8,903 | | | — | | | — | | | — | | | 8,904 | | | — | | — | |
| Issuance of common stock upon exercise of warrants | — | | — | | | 1,343,675 | | — | | | 3,476 | | | — | | | — | | | — | | | 3,476 | | | — | | — | |
| Issuance of common stock upon ESPP purchase | — | | — | | | 357,655 | | — | | | 843 | | | — | | | — | | | — | | | 843 | | | — | | — | |
| Issuance of common stock upon exercise of stock options | — | | — | | | 11,061 | | — | | | 46 | | | — | | | — | | | — | | | 46 | | | — | | — | |
| Issuance of common stock upon automatic conversion of Series E preferred stock | (102,156) | | — | | | 34,052,084 | | 4 | | | (4) | | | — | | | — | | | — | | | — | | | — | | — | |
| Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | — | | — | | | 2,227,654 | | — | | | (404) | | | — | | | — | | | — | | | (404) | | | — | | — | |
| Beneficial conversion feature related to issuance of Series E preferred stock | — | | — | | | — | | — | | | 67,151 | | | — | | | — | | | — | | | 67,151 | | | — | | — | |
| Deemed dividend upon conversion of Series E preferred stock into common stock | — | | — | | | — | | — | | | (67,151) | | | — | | | — | | | — | | | (67,151) | | | — | | — | |
| Exercise of common stock rights warrant - related party | — | | — | | | — | | — | | | 15,000 | | | — | | | — | | | — | | | 15,000 | | | — | | — | |
| Extinguishment of liability warrants to equity | — | | — | | | — | | — | | | 11,750 | | | — | | | — | | | — | | | 11,750 | | | — | | — | |
| Fair value of pre-delivery shares released to holder in connection with previous debt issuance | — | | — | | | — | | — | | | 10,478 | | | — | | | — | | | — | | | 10,478 | | | — | | — | |
| Modification of previously issued common stock warrants | — | | — | | | — | | — | | | 2,353 | | | — | | | — | | | — | | | 2,353 | | | — | | — | |
| Stock-based compensation | — | | — | | | — | | — | | | 13,743 | | | — | | | — | | | — | | | 13,743 | | | — | | — | |
| Return of pre-delivery shares previously issued to lenders | — | | — | | | (1,363,636) | | — | | | — | | | — | | | — | | | — | | | — | | | — | | — | |
| Foreign currency translation adjustment | — | | — | | | — | | — | | | — | | | (3,571) | | | — | | | — | | | (3,571) | | | — | | — | |
| Net loss | — | | — | | | — | | — | | | — | | | — | | | (331,039) | | | 4,165 | | | (326,874) | | | — | | — | |
| Balance as of December 31, 2020 | 8,280 | | $ | — | | | 244,951,446 | | $ | 24 | | | $ | 1,957,224 | | | $ | (47,375) | | $ | — | | $ | (2,086,692) | | | $ | 4,774 | | | $ | (172,045) | | | $ | 5,000 | | $ | — | |
| Value of cash conversion feature in connection with issuance of convertible senior note | — | | — | | | — | | — | | | 367,974 | | | — | | | — | | | — | | | 367,974 | | | — | | — | |
| Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock | — | | — | | | 3,073,652 | | — | | | (1,482) | | | — | | | — | | | — | | | (1,482) | | | — | | — | |
| Issuance of common stock as purchase consideration in business combinations | — | | — | | | 3,806,263 | | — | | | 54,379 | | | — | | | — | | | — | | | 54,379 | | | — | | — | |
| Issuance of common stock in public offering | — | | — | | | 8,805,345 | | 1 | | | 130,792 | | | — | | | — | | | — | | | 130,793 | | | — | | — | |
| Issuance of common stock upon conversion of debt principal | — | | — | | | 2,862,772 | | 1 | | | 38,632 | | | — | | | — | | | — | | | 38,633 | | | — | | — | |
| Issuance of common stock upon conversion of debt principal, net of return of 2,600,000 pre-delivery shares returned to Amyris | — | | — | | | 5,827,164 | | 1 | | | 110,574 | | | — | | | — | | | — | | | 110,575 | | | — | | — | |
| Issuance of common stock upon conversion of preferred stock | (8,280) | | — | | | 1,943,659 | | — | | | — | | | — | | | — | | | — | | | — | | | — | | — | |
| Issuance of common stock upon ESPP purchase | — | | — | | | 290,063 | | — | | | 1,171 | | | — | | | — | | | — | | | 1,171 | | | — | | — | |
| Issuance of common stock upon exercise of stock options | — | | — | | | 636,930 | | — | | | 3,295 | | | — | | | — | | | — | | | 3,295 | | | — | | — | |
| Issuance of common stock upon exercise of warrants | — | | — | | | 20,809,472 | | 2 | | | 45,642 | | | — | | | — | | | — | | | 45,644 | | | — | | — | |
| Issuance of common stock upon exercise of warrants - related party | — | | — | | | 15,893,140 | | 2 | | | 10,838 | | | — | | | — | | | — | | | 10,840 | | | — | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Preferred Stock | | Common Stock | | | | | | | | | | | | |
| (In thousands, except number of shares) | Shares | Amount | | Shares | Amount | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Noncontrolling Interest | | Total Stockholders' Deficit | | Mezzanine Equity - Common Stock |
| Modification of previously issued common stock warrants | — | | — | | | — | | — | | | 2,353 | | | — | | | — | | | — | | | 2,353 | | | — | |
| Stock-based compensation | — | | — | | | — | | — | | | 13,743 | | | — | | | — | | | — | | | 13,743 | | | — | |
| Return of pre-delivery shares previously issued to lenders | — | | — | | | (1,363,636) | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Net loss attributable to Amyris, Inc. | — | | — | | | — | | — | | | — | | | — | | | (331,039) | | | 4,165 | | | (326,874) | | | — | |
| Foreign currency translation adjustment | — | | — | | | — | | — | | | — | | | (3,571) | | | — | | | — | | | (3,571) | | | — | |
| Balance as of December 31, 2020 | 8,280 | | $ | 0 | | | 244,951,446 | | $ | 24 | | | $ | 1,957,224 | | | $ | (47,375) | | — | | $ | (2,086,692) | | | $ | 4,774 | | | $ | (172,045) | | | $ | 5,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Preferred Stock | | Common Stock | | | | | | | | | | | | | |
| (In thousands, except number of shares) | Shares | Amount | | Shares | Amount | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Noncontrolling Interest | | Total Stockholders' Equity (Deficit) | | Mezzanine Equity - Common Stock | Mezzanine Equity - Contingently Redeemable Noncontrolling Interest |
| Issuance of contingently redeemable noncontrolling interest | — | | — | | | — | | — | | | (14,520) | | | — | | | — | | | — | | | (14,520) | | | — | | 28,520 | |
| Premium paid for convertible note hedge call option | — | | — | | | — | | — | | | (81,075) | | | — | | | — | | | — | | | (81,075) | | | — | | — | |
| Stock-based compensation | — | | — | | | — | | — | | | 33,394 | | | — | | | — | | | — | | | 33,394 | | | — | | — | |
| Foreign currency translation adjustment | — | | — | | | — | | — | | | — | | | (5,394) | | | — | | | — | | | (5,394) | | | — | | — | |
| Distribution to noncontrolling interest | — | | — | | | — | | — | | | — | | | — | | | — | | | (4,702) | | | (4,702) | | | — | | — | |
| Net loss | — | | — | | | — | | — | | | — | | | — | | | (270,969) | | | (823) | | | (271,792) | | | — | | — | |
| Balance as of December 31, 2021 | — | | $ | — | | | 308,899,906 | | $ | 31 | | | $ | 2,656,838 | | | $ | (52,769) | | | $ | (2,357,661) | | | $ | (751) | | | $ | 245,688 | | | $ | 5,000 | | $ | 28,520 | |
| Cumulative effect of change in accounting principle for ASU 2020-06 (see "Significant Accounting Policies" in Note 1) | — | | — | | | — | | — | | | (367,974) | | | — | | | 5,993 | | | — | | | (361,981) | | | — | | — | |
| Acquisitions | — | | — | | | — | | — | | | — | | | — | | | — | | | 155 | | | 155 | | | — | | 2,917 | |
| Issuance of common stock, including payment of minimum employee taxes withheld, upon net share settlement of restricted stock | — | | — | | | 3,750,253 | | — | | | (19) | | | — | | | — | | | — | | | (19) | | | — | | — | |
| Issuance of common stock as consideration for services purchased | — | | — | | | 2,790,698 | | 1 | | | 5,134 | | | — | | | — | | | — | | | 5,135 | | | — | | — | |
| Issuance of common stock as purchase consideration for equity securities | — | | — | | | 2,583,247 | | — | | | 7,893 | | | — | | | — | | | — | | | 7,893 | | | — | | — | |
| Issuance of common stock as purchase consideration in business combinations | — | | — | | | 9,079,112 | | 1 | | | 39,278 | | | — | | | — | | | — | | | 39,279 | | | — | | — | |
| Issuance of common stock in lieu of cash compensation to non-employee directors | — | | — | | | — | | — | | | 279 | | | — | | | — | | | — | | | 279 | | | — | | — | |
| Issuance of common stock and warrants in private placement, net of issuance costs - related party | — | | — | | | 13,333,334 | | 1 | | | 19,999 | | | — | | | — | | | — | | | 20,000 | | | — | | — | |
| Issuance of common stock and warrants in registered direct offering, net of issuance costs | — | | — | | | 20,000,000 | | 2 | | | 27,832 | | | — | | | — | | | — | | | 27,834 | | | — | | — | |
| Issuance of common stock upon ESPP purchase | — | | — | | | 722,909 | | — | | | 1,412 | | | — | | | — | | | — | | | 1,412 | | | — | | — | |
| Issuance of common stock upon exercise of stock options | — | | — | | | 36,021 | | — | | | 103 | | | — | | | — | | | — | | | 103 | | | — | | — | |
| Issuance of common stock upon exercise of warrants | — | | — | | | 3,549,786 | | — | | | 9,748 | | | — | | | — | | | — | | | 9,748 | | | — | | — | |
| Issuance of warrants in connection with related party debt issuance | — | | — | | | — | | — | | | 5,833 | | | — | | | — | | | — | | | 5,833 | | | — | | — | |
| Proceeds from extension of warrants | — | | — | | | — | | — | | | 500 | | | — | | | — | | | — | | | 500 | | | — | | — | |
| Stock-based compensation | — | | — | | | — | | — | | | 48,711 | | | — | | | — | | | — | | | 48,711 | | | — | | — | |
| Foreign currency translation adjustment | — | | — | | | — | | — | | | — | | | (11,345) | | | — | | | — | | | (11,345) | | | — | | — | |
| Net loss | — | | — | | | — | | — | | | — | | | — | | | (528,510) | | | (12,317) | | | (540,827) | | | — | | (2,545) | |
| Balance as of December 31, 2022 | — | | $ | — | | | 364,745,266 | | $ | 36 | | | $ | 2,455,567 | | | $ | (64,114) | | | $ | (2,880,178) | | | $ | (12,913) | | | $ | (501,602) | | | $ | 5,000 | | $ | 28,892 | |
See accompanying notes to consolidated financial statements.
AMYRIS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Years Ended December 31,
(In thousands) | Years Ended December 31,
(In thousands) | 2020 | 2019 | Years Ended December 31,
(In thousands) | 2022 | 2021 | 2020 |
| Operating activities: | Operating activities: | | Operating activities: | |
| Net loss | Net loss | $ | (326,874) | | $ | (242,767) | | Net loss | $ | (543,371) | | $ | (271,792) | | $ | (326,874) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | Adjustments to reconcile net loss to net cash used in operating activities: | | Adjustments to reconcile net loss to net cash used in operating activities: | |
| Loss from change in fair value of debt | 89,827 | | 19,369 | | |
| Accretion of debt discount | | Accretion of debt discount | 6,367 | | 9,536 | | 3,829 | |
| Amortization of intangible assets | | Amortization of intangible assets | 4,444 | | 981 | | — | |
| Amortization of right-of-use assets under operating leases | | Amortization of right-of-use assets under operating leases | 10,457 | | 2,968 | | 2,755 | |
| Changes in assets and liabilities: | | Changes in assets and liabilities: | |
| Contract asset credit loss reserve | | Contract asset credit loss reserve | — | | — | | 8,342 | |
| Depreciation and amortization | | Depreciation and amortization | 12,373 | | 8,745 | | 9,371 | |
| Expense for warrants issued for covenant waivers | | Expense for warrants issued for covenant waivers | — | | — | | — | |
| Gain from change in fair value of acquisition-related contingent consideration | | Gain from change in fair value of acquisition-related contingent consideration | (24,874) | | — | | — | |
| (Gain) loss from change in fair value of debt | | (Gain) loss from change in fair value of debt | (53,401) | | 38,649 | | 89,827 | |
| (Gain) loss from change in fair value of derivative instruments | | (Gain) loss from change in fair value of derivative instruments | (3,905) | | (1,453) | | 11,362 | |
| (Gain) loss on foreign currency exchange rates | | (Gain) loss on foreign currency exchange rates | (404) | | 683 | | (119) | |
| Impairment of deferred cost of products sold - related party | | Impairment of deferred cost of products sold - related party | — | | 12,204 | | — | |
| Impairment of property, plant and equipment | | Impairment of property, plant and equipment | — | | — | | 13 | |
| Loss from investment in affiliate | | Loss from investment in affiliate | 7,443 | | 292 | | 2,731 | |
| Loss on disposal of property, plant and equipment | | Loss on disposal of property, plant and equipment | 706 | | — | | — | |
| Loss upon conversion or extinguishment of debt | Loss upon conversion or extinguishment of debt | 51,954 | | 44,208 | | Loss upon conversion or extinguishment of debt | — | | 29,346 | | 51,954 | |
| Non-cash interest expense in connection with modification of warrants | | Non-cash interest expense in connection with modification of warrants | — | | — | | 1,066 | |
| Non-cash interest expense in connection with release of pre-delivery shares to debt holder | | Non-cash interest expense in connection with release of pre-delivery shares to debt holder | — | | — | | 10,478 | |
| Other | | Other | — | | 9 | | 161 | |
| Stock-based compensation | Stock-based compensation | 13,743 | | 12,554 | | Stock-based compensation | 48,711 | | 33,394 | | 13,743 | |
| Loss (gain) from change in fair value of derivative instruments | 11,362 | | (2,777) | | |
| Non-cash interest expense in connection with release of pre-delivery shares to holder in connection with previous debt issuance | 10,478 | | 0 | | |
| Depreciation and amortization | 9,371 | | 4,581 | | |
| Contract asset credit loss reserve | 8,342 | | 0 | | |
| Accretion of debt discount | 3,829 | | 11,665 | | |
| Amortization of right-of-use assets under operating leases | 2,755 | | 12,597 | | |
| Loss in equity-method investee | 2,731 | | 297 | | |
| Non-cash interest expense in connection with modification of warrants | 1,066 | | 0 | | |
| Loss on disposal of property, plant and equipment | 61 | | 212 | | |
| Non-cash interest expense recorded as increase to debt principal | 100 | | 0 | | |
| Impairment of property, plant and equipment | 13 | | 1,354 | | |
| Expense for warrants issued for covenant waivers | 0 | | 5,358 | | |
| Loss on impairment of other assets | 0 | | 216 | | |
| Gain on foreign currency exchange rates | (119) | | (22) | | |
| Changes in assets and liabilities: | | |
| Accounts receivable | Accounts receivable | (24,161) | | (2,818) | | Accounts receivable | (9,584) | | 2,395 | | (24,161) | |
| Contract assets | Contract assets | (4,035) | | (8,485) | | Contract assets | (33,216) | | 1,154 | | (4,035) | |
| Contract assets - related party | 0 | | 8,021 | | |
| Inventories | Inventories | (16,249) | | (17,989) | | Inventories | (35,027) | | (32,237) | | (16,249) | |
| Deferred cost of products sold - related party | Deferred cost of products sold - related party | (3,248) | | (13,175) | | Deferred cost of products sold - related party | — | | 7,536 | | (3,248) | |
| Prepaid expenses and other assets | Prepaid expenses and other assets | (443) | | (8,064) | | Prepaid expenses and other assets | (16,554) | | (36,291) | | (443) | |
| Accounts payable | Accounts payable | (10,081) | | 23,748 | | Accounts payable | 114,533 | | 37,389 | | (10,081) | |
| Accrued and other liabilities | Accrued and other liabilities | 5,148 | | 18,981 | | Accrued and other liabilities | 5,792 | | (9,924) | | 5,148 | |
| Lease liabilities | Lease liabilities | (4,438) | | (17,125) | | Lease liabilities | (13,849) | | (12,700) | | (4,438) | |
| Contract liabilities | Contract liabilities | 3,115 | | (6,872) | | Contract liabilities | (2,535) | | (2,217) | | 3,115 | |
| Net cash used in operating activities | Net cash used in operating activities | (175,753) | | (156,933) | | Net cash used in operating activities | (525,894) | | (181,333) | | (175,753) | |
| Investing activities: | Investing activities: | | Investing activities: | |
| Purchases of property, plant and equipment | Purchases of property, plant and equipment | (12,781) | | (13,080) | | Purchases of property, plant and equipment | (105,947) | | (45,636) | | (12,781) | |
| Acquisitions, net of cash acquired | | Acquisitions, net of cash acquired | (17,760) | | (18,462) | | — | |
| Net cash used in investing activities | Net cash used in investing activities | (12,781) | | (13,080) | | Net cash used in investing activities | (123,707) | | (64,098) | | (12,781) | |
| Financing activities: | Financing activities: | | Financing activities: | |
| Distribution to noncontrolling interest | | Distribution to noncontrolling interest | — | | (4,702) | | — | |
| Issuance costs incurred in connection with debt modification | | Issuance costs incurred in connection with debt modification | — | | (2,500) | | — | |
| Payment of minimum employee taxes withheld upon net share settlement of restricted stock units | | Payment of minimum employee taxes withheld upon net share settlement of restricted stock units | (19) | | (1,482) | | (404) | |
| Principal payments on debt | | Principal payments on debt | (810) | | (76,980) | | (51,959) | |
| Principal payments on financing leases | | Principal payments on financing leases | (140) | | (4,067) | | (3,461) | |
| Proceeds from capital contribution by noncontrolling interest | | Proceeds from capital contribution by noncontrolling interest | — | | 10,000 | | — | |
| Proceeds from ESPP purchases | | Proceeds from ESPP purchases | 1,412 | | 1,171 | | 843 | |
| Proceeds from exercise of common stock rights warrant - related party | | Proceeds from exercise of common stock rights warrant - related party | — | | — | | 15,000 | |
| Proceeds from exercise of warrants | | Proceeds from exercise of warrants | 6,591 | | 39,904 | | 3,476 | |
| Proceeds from exercise of warrants - related party | | Proceeds from exercise of warrants - related party | — | | 16,580 | | 28,348 | |
| Proceeds from exercises of common stock options | | Proceeds from exercises of common stock options | 103 | | 3,295 | | 46 | |
| Proceeds from extension of warrants | | Proceeds from extension of warrants | 500 | | — | | — | |
| Proceeds from issuance of common stock and warrants in private placement, net of issuance costs - related party | | Proceeds from issuance of common stock and warrants in private placement, net of issuance costs - related party | 20,000 | | — | | — | |
| Proceeds from issuance of common stock in public offering, net of issuance costs | | Proceeds from issuance of common stock in public offering, net of issuance costs | — | | 130,793 | | — | |
| Proceeds from issuance of common stock and warrants in registered direct offering, net of issuance costs | | Proceeds from issuance of common stock and warrants in registered direct offering, net of issuance costs | 27,834 | | — | | — | |
| Proceeds from issuance of debt, net of issuance costs | | Proceeds from issuance of debt, net of issuance costs | 175,942 | | 671,025 | | 15,599 | |
| Proceeds from issuance of preferred and common stock in private placements, net of issuance costs | Proceeds from issuance of preferred and common stock in private placements, net of issuance costs | 170,037 | | 14,221 | | Proceeds from issuance of preferred and common stock in private placements, net of issuance costs | — | | — | | 170,037 | |
| Proceeds from issuance of preferred and common stock in private placements, net of issuance costs - related party | Proceeds from issuance of preferred and common stock in private placements, net of issuance costs - related party | 45,000 | | 39,500 | | Proceeds from issuance of preferred and common stock in private placements, net of issuance costs - related party | — | | — | | 45,000 | |
| Proceeds from exercise of warrants - related party | 28,348 | | 0 | | |
| Proceeds from issuance of debt, net of issuance costs | 15,599 | | 189,175 | | |
| Proceeds from exercise of common stock rights warrant - related party | 15,000 | | 0 | | |
| Proceeds from exercise of warrants | 3,476 | | 1 | | |
| Proceeds from ESPP purchases | 843 | | 1,078 | | |
| Proceeds from exercises of common stock options | 46 | | 27 | | |
| Capital distribution to noncontrolling interest | 0 | | (328) | | |
| Payment of minimum employee taxes withheld upon net share settlement of restricted stock units | (404) | | (1,103) | | |
| Principal payments on financing leases | (3,461) | | (5,268) | | |
| Principal payments on debt | (51,959) | | (112,393) | | |
| Purchase of capped calls related to convertible senior notes | | Purchase of capped calls related to convertible senior notes | — | | (81,075) | | — | |
| Net cash provided by financing activities | Net cash provided by financing activities | 222,525 | | 124,910 | | Net cash provided by financing activities | 231,413 | | 701,962 | | 222,525 | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | Effect of exchange rate changes on cash, cash equivalents and restricted cash | (4,268) | | (252) | | Effect of exchange rate changes on cash, cash equivalents and restricted cash | 474 | | 359 | | (4,268) | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | 29,723 | | (45,355) | | |
| Cash, cash equivalents and restricted cash at beginning of year | 1,699 | | 47,054 | | |
| Cash, cash equivalents and restricted cash at end of year | $ | 31,422 | | $ | 1,699 | | |
|
| Years Ended December 31,
(In thousands) | Years Ended December 31,
(In thousands) | 2020 | 2019 | Years Ended December 31,
(In thousands) | 2022 | 2021 | 2020 |
| Net (decrease) increase in cash, cash equivalents and restricted cash | | Net (decrease) increase in cash, cash equivalents and restricted cash | (417,714) | | 456,890 | | 29,723 | |
| Cash, cash equivalents and restricted cash at beginning of year | | Cash, cash equivalents and restricted cash at beginning of year | 488,312 | | 31,422 | | 1,699 | |
| Cash, cash equivalents and restricted cash at end of year | | Cash, cash equivalents and restricted cash at end of year | $ | 70,598 | | $ | 488,312 | | $ | 31,422 | |
| | Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets | Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets | | Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets | |
| Cash and cash equivalents | Cash and cash equivalents | $ | 30,152 | | $ | 270 | | Cash and cash equivalents | $ | 64,437 | | $ | 483,462 | | $ | 30,152 | |
| Restricted cash, current | Restricted cash, current | 309 | | 469 | | Restricted cash, current | 71 | | 199 | | 309 | |
| Restricted cash, noncurrent | Restricted cash, noncurrent | 961 | | 960 | | Restricted cash, noncurrent | 6,090 | | 4,651 | | 961 | |
| Total cash, cash equivalents and restricted cash | Total cash, cash equivalents and restricted cash | $ | 31,422 | | $ | 1,699 | | Total cash, cash equivalents and restricted cash | $ | 70,598 | | $ | 488,312 | | $ | 31,422 | |
Amyris, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
| Years Ended December 31,
(In thousands) | Years Ended December 31,
(In thousands) | 2020 | 2019 | Years Ended December 31,
(In thousands) | 2022 | 2021 | 2020 |
| Supplemental disclosures of cash flow information: | Supplemental disclosures of cash flow information: | | Supplemental disclosures of cash flow information: | |
| Cash paid for interest | Cash paid for interest | $ | 16,609 | | $ | 20,780 | | Cash paid for interest | $ | 10,940 | | $ | 7,730 | | $ | 16,609 | |
| Supplemental disclosures of non-cash investing and financing activities: | Supplemental disclosures of non-cash investing and financing activities: | | Supplemental disclosures of non-cash investing and financing activities: | |
| Accrued interest added to debt principal | Accrued interest added to debt principal | $ | 2,056 | | $ | 7,292 | | Accrued interest added to debt principal | $ | 1,089 | | $ | — | | $ | 2,056 | |
| Acquisition of additional interest in equity-method investee in exchange for payment obligation | $ | 0 | | $ | 5,031 | | |
| Acquisition of intangible assets in connection with business combinations | | Acquisition of intangible assets in connection with business combinations | $ | 14,637 | | $ | — | | $ | — | |
| Acquisition of right-of-use assets under financing leases | | Acquisition of right-of-use assets under financing leases | $ | — | | $ | 30 | | $ | — | |
| Acquisition of right-of-use assets under operating leases | Acquisition of right-of-use assets under operating leases | $ | 0 | | $ | 3,551 | | Acquisition of right-of-use assets under operating leases | $ | 69,351 | | $ | 25,395 | | $ | — | |
| Cumulative effect of change in accounting principle for ASU 2017-11 (Note 2) | $ | 0 | | $ | 41,043 | | |
| Debt fair value adjustment in connection with debt issuance | $ | 0 | | $ | 11,575 | | |
| Cash conversion feature in connection with issuance of 2026 convertible senior notes | | Cash conversion feature in connection with issuance of 2026 convertible senior notes | $ | — | | $ | 367,974 | | $ | — | |
| Common stock issued as purchase consideration in business combinations | | Common stock issued as purchase consideration in business combinations | $ | — | | $ | 56,418 | | $ | — | |
| Derecognition of derivative liabilities to equity upon extinguishment of debt | Derecognition of derivative liabilities to equity upon extinguishment of debt | $ | 6,461 | | $ | 0 | | Derecognition of derivative liabilities to equity upon extinguishment of debt | $ | — | | $ | 59 | | $ | 6,461 | |
| Derecognition of derivative liabilities upon authorization of shares | Derecognition of derivative liabilities upon authorization of shares | $ | 6,550 | | $ | 0 | | Derecognition of derivative liabilities upon authorization of shares | $ | — | | $ | — | | $ | 6,550 | |
| Derecognition of derivative liabilities upon exercise of warrants | Derecognition of derivative liabilities upon exercise of warrants | $ | 5,200 | | $ | 0 | | Derecognition of derivative liabilities upon exercise of warrants | $ | — | | $ | — | | $ | 5,200 | |
| Exercise of common stock warrants in exchange for debt principal and interest reduction | Exercise of common stock warrants in exchange for debt principal and interest reduction | $ | 69,918 | | $ | 0 | | Exercise of common stock warrants in exchange for debt principal and interest reduction | $ | — | | $ | — | | $ | 69,918 | |
| Extinguishment of derivative liability and issuance of common stock upon exercise of warrants | | Extinguishment of derivative liability and issuance of common stock upon exercise of warrants | $ | 3,157 | | $ | — | | $ | — | |
| Fair value of embedded features in connection with private placement | | Fair value of embedded features in connection with private placement | $ | — | | $ | — | | $ | 2,962 | |
| Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances | Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances | $ | 188 | | $ | 237 | | Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances | $ | — | | $ | — | | $ | 188 | |
| Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances - related party | Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances - related party | $ | 747 | | $ | 1,954 | | Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances - related party | $ | 5,403 | | $ | — | | $ | 747 | |
| Fair value of embedded features in connection with private placement | $ | 2,962 | | $ | 0 | | |
| Fair value of pre-delivery shares in connection with debt issuance | $ | 0 | | $ | 4,215 | | |
| Fair value of warrants recorded as debt discount in connection with debt issuances | $ | 0 | | $ | 8,965 | | |
| Fair value of warrants recorded as debt discount in connection with debt issuances - related party | $ | 0 | | $ | 16,155 | | |
| Fair value of warrants recorded as debt discount in connection with debt modification | $ | 0 | | $ | 398 | | |
| Fair value of warrants recorded as debt discount in connection with debt modification - related party | $ | 0 | | $ | 2,050 | | |
| Financing of equipment under financing leases | $ | 0 | | $ | 7,436 | | |
| Financing of insurance premium under note payable | $ | 0 | | $ | 253 | | |
| Goodwill recorded in connection with business combination | | Goodwill recorded in connection with business combination | $ | 22,231 | | $ | 133,025 | | $ | — | |
| Issuance of common stock and warrants issued upon conversion of debt principal | | Issuance of common stock and warrants issued upon conversion of debt principal | $ | — | | $ | 149,208 | | $ | — | |
| Issuance of common stock as consideration for services purchased | | Issuance of common stock as consideration for services purchased | $ | 5,135 | | $ | — | | $ | — | |
| Issuance of common stock as purchase consideration for equity securities | | Issuance of common stock as purchase consideration for equity securities | $ | 7,893 | | $ | — | | $ | — | |
| Issuance of common stock as purchase consideration in business combinations | | Issuance of common stock as purchase consideration in business combinations | $ | 39,279 | | $ | — | | $ | — | |
| Issuance of common stock in lieu of cash compensation to non-employee directors | | Issuance of common stock in lieu of cash compensation to non-employee directors | $ | 279 | | $ | — | | $ | — | |
| Issuance of common stock upon conversion of convertible notes and accrued interest | Issuance of common stock upon conversion of convertible notes and accrued interest | $ | 27,650 | | $ | 62,860 | | Issuance of common stock upon conversion of convertible notes and accrued interest | $ | — | | $ | 42,520 | | $ | 27,650 | |
| Issuance of common stock upon exercise of common stock rights warrant in previous period - related party | Issuance of common stock upon exercise of common stock rights warrant in previous period - related party | $ | 1 | | $ | 0 | | Issuance of common stock upon exercise of common stock rights warrant in previous period - related party | $ | — | | $ | — | | $ | 1 | |
| Lease liabilities recorded upon adoption of ASC 842 (Note 2) | $ | 0 | | $ | 33,552 | | |
| Right-of-use assets under operating leases recorded upon adoption of ASC 842 (Note 2) | $ | 0 | | $ | 29,713 | | |
| Noncontrolling interest issued in subsidiary in exchange for settlement of other liabilities | | Noncontrolling interest issued in subsidiary in exchange for settlement of other liabilities | $ | — | | $ | 4,000 | | $ | — | |
| Noncontrolling interest recorded in connection with business combinations | | Noncontrolling interest recorded in connection with business combinations | $ | 3,072 | | $ | — | | $ | — | |
| Reclassification of Additional paid-in capital to Mezzanine equity in connection with issuance of contingently redeemable noncontrolling interest in subsidiary | | Reclassification of Additional paid-in capital to Mezzanine equity in connection with issuance of contingently redeemable noncontrolling interest in subsidiary | $ | — | | $ | 14,520 | | $ | — | |
| Unpaid property, plant and equipment balances in accounts payable and accrued liabilities at end of period | Unpaid property, plant and equipment balances in accounts payable and accrued liabilities at end of period | $ | 1,575 | | $ | 2,576 | | Unpaid property, plant and equipment balances in accounts payable and accrued liabilities at end of period | $ | 6,366 | | $ | 4,833 | | $ | 1,575 | |
See accompanying notes to consolidated financial statements.
Amyris, Inc.
Notes to Consolidated Financial Statements
1. Basis of Presentation and Summary of Significant Accounting Policies
Business Description
As a leading synthetic biotechnology company active in the Clean Health and Beauty markets through our consumer brands and a top supplier of sustainable and natural ingredients, Amyris, Inc. and(together with subsidiaries, (collectively, Amyris or the Company) applyis a biotechnology company delivering sustainable, science-based ingredients and consumer products that are better than incumbent options for people and the planet. The Company creates, manufactures, and commercializes consumer products and ingredients. The largest proportion of the Company's revenue is the marketing and selling of Clean Beauty, Personal Care, and Health & Wellness consumer products through direct-to-consumer e-commerce platforms and a growing network of retail partners. The Company's proprietary sustainable ingredients are sold in bulk to industrial leaders who serve Flavor & Fragrance (F&F), Nutrition, Food & Beverage, and Clean Beauty & Personal Care end markets. The Company's ingredients and consumer products are powered by the Company's Lab-to-MarketTM technology platform. The technology platform creates a portfolio connection between the Company's proprietary Lab-to-Market biotechnology platform to engineer, manufacturescience and marketformulation expertise, manufacturing capability at industrial scale and expertise in commercializing high performance, natural and sustainably sourced products. The Company does so withsustainable products that give consumers the use of computational tools, strain construction tools, screening and analytics tools, and advanced lab automation and data integration. The Company's biotechnology platform enablespower to choose products that benefit the Company to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into high-value ingredients that the Company manufactures at industrial scale. Through the combination of our biotechnology platform and our industrial fermentation process, the Company has successfully developed, produced and commercialized many distinct molecules.
Going Concernplanet.
The Company has incurred operating losses since its inception, and expects to continue to incur losses and negative cash flows from operations for at least the next 12 months following the issuance of its financial statements.in 2023. As of December 31, 2020,2022, the Company had negative working capital of $16.5$80.8 million, and an accumulated deficit of $2.1 billion.
$2.9 billion, and unrestricted cash and cash equivalents of $64.4 million. As of December 31, 2020,2022, the principal amounts due under the Company's debt instruments (including related party debt) totaled $170.5$923.0 million, of which $56.5$128.7 million is classified as current. The Company'sHowever, $50.0 million of the $128.7 million of current principal due is related party debt agreements contain various covenants, including certain restrictions on the Company's business that could cause the Company to be at risk of defaults, such as restrictions on additional indebtedness, material adverse effect and cross default provisions. A failure to comply with the covenants and other provisionsis convertible into shares of the Company’s common stock at $3.00 per share. The maturity date of this debt instruments, including any failure to make a payment when required, would generally result in events of default under such instruments, which could permit acceleration of a substantial portion of such indebtedness. If such indebtedness is accelerated, it would generally also constitute an event of default under the Company’s other outstanding indebtedness, permitting acceleration of a substantial portion of such other outstanding indebtedness.July 1, 2023.
During 2020 the Company failed to meet certain covenants under several credit arrangements (which are discussed in Note 4, "Debt"), including those associated with missed payments, cross-default provisions, minimum liquidity and minimum asset coverage requirements. These lenders provided permanent waivers to the Company for breaches of all past covenant violations and cross-default payment failures under the respective credit agreements, and significantly reduced the minimum liquidity requirement and substantially increased the base of eligible assets to calculate the asset coverage requirement.
Cash and cash equivalents of $30.2 million as of December 31, 2020 are not sufficient to fund expected future negative cash flows from operations and cash debt service obligations through March 2022. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company's ability to continue as a going concern will depend, in large part, on its ability to minimize the anticipated negative cash flows from operations during the 12 months from the date of this filing and to raise additional proceeds through strategic transactions, financings, and refinance or extend other existing debt maturities that will occur in June 2021 ($10 million as of the date of this filing), all of which are uncertain and outside the control of the Company. Further, the Company's operating plan for the next 12 months2023 contemplates a significant reduction in its net operating cash outflows as compared to the year ended December 31, 2020,2022, resulting from (i)(1) revenue growth from sales of existing and new products with positive gross margins (ii)and expansion outside the United States; (2) reduced production costs as a result of manufacturing and technical developments (iii)and transitioning to the monetizationnew manufacturing facility in the last half of certain assets, (iv)2022 and remaining transition in 2023; and (3) an increase in cash inflows from collaborationmilestone royalties under the DSM and grantsIngredion license agreements.
Management currently believes that the Company's cash position combined with cash generated from operations, expected earnout payments along with planned price increases, operating expense reduction, portfolio decisions, debt, and, licenses and royalties, and (v) lower debt servicing expense. Ifimportantly, the Company is unablesuccessful completion of the Givaudan transaction described in Note 16, Subsequent Events, to complete these actions, it expectsthe Consolidated Financial Statements, alleviates substantial doubt about the Company's ability to be unable to meet its operating cash flow needs and its obligations under its existing debt facilities. This could result in an acceleration of its obligation to repay all amounts outstanding under those facilities, andcontinue as a going concern for the Company may be forced to obtain additional equity or debt financing, which may not occur timely or on reasonable terms, if at all, and/or liquidate its assets. In such a scenario, the value received for assets in liquidation or dissolution could be significantly lower than the value reflected in these financial statements.next 12 months.
Basis of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (U.S. GAAP). The consolidated financial statements include the accounts of Amyris,
Inc. and its wholly-owned and partially-owned subsidiaries in which the Company has a controlling financial interest after elimination of all significant intercompany accounts and transactions.
Investments and joint venture arrangements are assessed to determine whether the terms provide economic or other control over the entity requiring consolidation of the entity. Entities controlled by means other than a majority voting interest are referred to as variable-interest entities (VIEs) and are consolidated when Amyris has both the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. The Company accounts for its equity investments and joint ventureventures using the equity method for any investment or joint venture in which (i) the Company does not have a majority ownership interest, (ii) the Company possessesdoes not possess the ability to exert significant influence, and (iii) the entity is not a VIE for which the Company is considered the primary beneficiary.
Use of Estimates and Judgements
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements, and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements. Significant estimates and judgements used in these consolidated financial statements are discussed in the relevant accounting policies below or specifically discussed in the Notes to Consolidated Financial Statements where such transactions are disclosed.
Significant Accounting Policies
Acquisitions
When the Company acquires a controlling financial interest in an entity or group of assets that are determined to meet the definition of a business, the acquisition method is applied. The Company allocates the purchase consideration paid to acquire the business to the tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill. The determination of fair values of identifiable assets and liabilities requires significant judgment and estimates and the use of valuation techniques when market values are not readily available. If during the measurement period (a period not to exceed 12 months from the acquisition date) the Company receives additional information that existed as of the acquisition date but at the time of the original allocation described above was unknown, the Company makes the appropriate adjustments to the purchase price allocation in the reporting period in which the adjustments are identified.
Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates with the corresponding gain or loss being recognized in profit or loss.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions.
Derivatives
Embedded derivatives that are required to be bifurcated from the underlying debt instrument and free standing equity instruments that do not meet the derivative scope exception and equity classification criteria are accounted for and valued as separate financial instruments. The Company has evaluated the terms and features of its convertible notes and free standing equity instruments requiring bifurcation and have accounted for these instruments at fair value.
Fair Value Measurements
The carrying amounts of certain financial instruments, such as cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their relatively short maturities.
The Company measures the following financial liabilities at fair value:
•Warrants to purchase common stock and freestanding and bifurcated derivatives in connection with certain debt and equity financings; and
•Foris Convertible Note
Fair value is based on the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Where available, fair value is based on or derived from observable market prices or other observable inputs. Where observable prices or inputs are not available, valuation techniques are applied. These valuation techniques involve management estimation and judgement, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.
Changes to the inputs, including the closing price of the Company common stock at each period end, used in these valuation models can have a significant impact on the estimated fair value of the Foris Convertible Note, the fair value of embedded features in the DSM Note, and the Company's freestanding derivatives. A decrease (increase) in the estimated credit spread for the Company results in an increase (decrease) in estimated fair value. Conversely, a decrease (increase) in the Company’s closing stock price at period end results in a decrease (increase) in estimated fair value of these instruments.
The changes during 2022, 2021 and 2020 in the fair values of the warrants and bifurcated compound embedded derivatives are primarily related to the change in price of the Company's common stock and are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of derivative instruments”.
The fair value of debt instruments for which the Company has not elected fair value accounting is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. Most of the Company's debt is carried on the consolidated balance sheet on a historical cost
basis net of unamortized discounts and premiums, because the Company has not elected the fair value option of accounting. However, for the Foris Convertible Note, the Company elected fair value accounting upon reissuance in June 2020, so the balances reported for that debt instrument represents fair value as of each balance sheet date. Changes in fair value of the Foris Convertible Note and fair value of embedded features in the DSM Note are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of debt”.
For all debt instruments, including any for which the Company has elected fair value accounting, the Company classifies interest that has been accrued during each period as Interest expense on the consolidated statements of operations.
Goodwill
Goodwill represents the excess of the cost over the fair value of net assets acquired from the Company's business combinations. Goodwill is not subject to amortization and is assessed for impairment using fair value measurement techniques on an annual basis on October 1, or more frequently if facts and circumstance warrant such a review. Goodwill is assigned to reporting units within the company. The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests, whereby the fair value of a reporting unit is compared with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds its estimated fair value, an impairment loss is recognized in an amount equal to the excess. All of the Company's goodwill resides within the Consumer reporting unit, with none allocated to Technology Access. No impairment of goodwill has occurred during the periods presented in these consolidated financial statements.
Intangible Assets
Intangible assets are comprised primarily of customer relationships, trademarks and trade names, developed technology, patents, and other intellectual property acquired through business combinations. Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any.
Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization periods of assets with finite lives are based on management’s estimates at the date of acquisition. The fair value of intangible assets is determined based on a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. We believe the assumptions are representative of those a market participant would use in estimating fair value. The fair values of the intangible assets were determined to be Level 3 under the fair value hierarchy. Level 3 inputs are unobservable inputs for an asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available thereby allowing for fair value estimates to be made in situations in which there is little, if any, market activity for an asset or liability at the measurement date. We consider the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting a useful life. Intangible assets with finite useful lives are amortized using an accelerated amortization method reflecting the pattern in which the asset will be consumed if that pattern can be reliably determined. If that pattern cannot be reliably determined, a straight-line amortization method is utilized.
Intangible assets are evaluated periodically for impairment by taking into account events or changes in circumstances that may warrant revised estimates of useful lives or that indicate the carrying value of an asset group may not be recoverable. If this evaluation indicates that the value of the intangible asset may be impaired, an assessment is made of the recoverability of the net carrying value of the intangible asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable based on the estimated discounted future cash flows of the asset group over the estimated useful life, an impairment will be recorded to reduce the net carrying value of the related intangible asset to its fair value and may require an adjustment to the remaining amortization period.
Impairment
Long-lived assets that are held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the difference between the fair value of the asset and its carrying value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
Inventories
Inventories, which consist of farnesene-derived products, flavors and fragrances ingredients, and clean beauty products, are stated at the lower of actual cost or net realizable value and are categorized as finished goods, work in process, or raw material inventories. The Company evaluates the recoverability of its inventories based on assumptions about expected demand and net realizable value. If the Company determines that the cost of inventories exceeds their estimated net realizable value, the Company records a write-down equal to the difference between the cost of inventories and the estimated net realizable value. If actual net realizable values are less favorable than those projected by management, additional inventory write-downs may be required that could negatively impact the Company's operating results. If actual net realizable values are more favorable, the Company may have favorable operating results when products that have been previously written down are sold in the normal course of business. The Company also evaluates the terms of its agreements with its suppliers and establishes accruals for estimated losses on adverse purchase commitments as necessary, applying the same lower of cost or net realizable value approach that is used to value inventory. Cost for farnesene-derived products and flavors and fragrances ingredients are computed on a weighted-average basis. Cost for clean beauty products are computed on a standard cost basis.
Leases
The Company has operating leases primarily for administrative offices, retail space, laboratory equipment, other facilities, and certain third-party manufacturing agreements deemed to contain an embedded lease. The operating leases have remaining terms that range from one year to 18 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 to five years and are included in the lease term when it is reasonably certain that the Company will exercise the option. The operating leases are classified as Right-of-use (ROU) assets under operating leases on the Company's consolidated balance sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make operating lease payments is included in "Lease liabilities" and "Lease liabilities, net of current portion" on the Company's consolidated balance sheets.
The Company has entered into financing leases primarily for laboratory and computer equipment. Assets purchased under financing leases are included in "Right-of-use assets under financing leases, net" on the consolidated balance sheets. For financing leases, the associated assets are depreciated or amortized over the shorter of the relevant useful life of each asset or the lease term.
Operating and Financing lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Because the rate implicit in the Company’s lease agreements is typically not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for real estate and marketing that may contain lease and non-lease components, which the Company has elected to treat as a single lease component.
Property, Plant, and Equipment, Net
Property, plant, and equipment are recorded at cost. Depreciation and amortization are computed straight-line based on the estimated useful lives of the related assets, ranging from 3three to 15 years for machinery, equipment, and fixtures, and 1530 years for buildings. Leasehold improvements are amortized over their estimated useful lives or the period of the related lease, whichever is shorter.
The Company expenses costs for maintenance and repairs and capitalizes major replacements, renewals, and betterments.improvements. For assets retired or otherwise disposed, both cost and accumulated depreciation are eliminated from the asset and accumulated depreciation accounts, and gains or losses related to the disposal are recorded in the statement of operations for the period.operations.
Impairment
Long-lived assets that are held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the difference between the fair value of the asset and its carrying value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
Recoverable Taxes from Brazilian Government Entities
Recoverable taxes from Brazilian government entities represent value-added taxes paid on purchases in Brazil, which are reclaimable from the Brazilian tax authorities, net of reserves for amounts estimated not to be recoverable.
Fair Value Measurements
The carrying amounts of certain financial instruments, such as cash equivalents, short-term investments, accounts receivable, accounts payableNoncontrolling Interest and accrued liabilities, approximate fair value due to their relatively short maturities.
The Company measures the following financial assets and liabilities at fair value:
•Warrants to purchase common stock and freestanding and bifurcated derivatives in connection with certain debt and equity financings; and
•Senior Convertible Notes and Foris Convertible Note (see Note 3, "Fair Value Measurement" and Note 4, "Debt", for which the Company elected fair value accounting.
Fair value is based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Where available, fair value is based on or derived from observable market prices or other observable inputs. Where observable prices or inputs are not available, valuation techniques are applied. These valuation techniques involve some level of management estimation and judgement, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.
Changes to the inputs, including the closing price of the Company common stock at each period end, used in these valuation models can have a significant impact on the estimated fair value of the Senior Convertible Notes, Foris Convertible Note and the Company's embedded and freestanding derivatives. For example, a decrease (increase) in the estimated credit spread for the Company results in an increase (decrease) in estimated fair value. Conversely, a decrease (increase) in the Company’s closing stock price at period end results in a decrease (increase) in estimated fair value of these instruments.
The changes during 2020 and 2019 in the fair values of the warrants and bifurcated compound embedded derivatives are primarily related to the change in price of the Company's common stock and are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of derivative instruments”.
The fair value of debt instruments for which the Company has not elected fair value accounting, is based on the present value of expected future cash flows and assumptions about the then-current marketContingently Redeemable Noncontrolling interest rates as of the reporting period and the creditworthiness of the Company. Most of the Company's debt is carried on the consolidated balance sheet on a historical cost basis net of unamortized discounts and premiums, because the Company has not elected the fair value option of accounting. However, for the Senior Convertible Notes, the Company elected fair value accounting at the issue date in 2018, and for the Foris Convertible Note at the reissue date in June 2020, so the balances reported for those debt instruments represent fair value as of the applicable balance sheet date; see Note 3, "Fair Value Measurement" for additional information. Changes in fair value of the Senior Convertible Notes and the Foris Convertible Note are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of debt”.
For all debt instruments, including any for which the Company has elected fair value accounting, the Company classifies interest that has been accrued during each period as Interest expense on the consolidated statements of operations.
Derivatives
Embedded derivatives that are required to be bifurcated from the underlying debt instrument (i.e., host) are accounted for and valued as separate financial instruments. The Company has evaluated the terms and features of its notes payable and identified embedded derivatives requiring bifurcation and accounting at fair value, using the valuation techniques mentioned in the Fair Value Measurements section of this Note, because the economic and contractual characteristics of the embedded
derivatives met the criteria for bifurcation and separate accounting due to the instruments containing mandatory redemption features that are not clearly and closely related to the debt host instrument.
Prior to the adoption of ASU 2017-11, certain previously issued warrants with a fair value of $41 million issued in conjunction with certain convertible debt and equity financings were freestanding financial instruments and classified as derivative liabilities as of December 31, 2019. Upon adoption of ASU 2017-11 on January 1, 2019, these freestanding instruments met the criteria to be accounted for within equity and the $41 million derivative liability balance was reclassified to stockholders’ equity.
During the third and fourth quarter of 2019, the Company issued warrants in connection with a debt financing that met the criteria of a freestanding instrument but did not qualify for equity accounting treatment. As a result, these warrants are accounted for at fair value until settled and are classified as derivative liabilities at December 31, 2020. See Note 6 “Stockholders’ Deficit” for further information.
Noncontrolling Interest
Noncontrolling interests represent the portion of net income (loss), net assets, and comprehensive income (loss) that is not allocable to the Company, in situations where the Company consolidates its equity investment in a joint venture or as the primary beneficiary of a variable-interest entity (VIE) for which there are other owners. The amount of noncontrolling interest is comprised of the amount of such interests at the date of the Company's original acquisition of an equity interest or involvement in a joint venture, plus the other shareholders' share of changes in equity since the date the Company made an
investment in the joint venture. If a noncontrolling interest is contingently redeemable under circumstances that are not solely within the control of the Company, the contingently redeemable noncontrolling interest is presented in the balance sheet and statement of stockholders’ equity (deficit) and mezzanine equity outside of permanent equity.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company places its cash equivalents and investments (if any) with high credit quality financial institutions and by policy, limits the amount of credit exposure with any one financial institution. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash and cash equivalents and short-term investments.
The Company performs ongoing credit evaluation of its customers, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary.
Customers representing 10% or greater of accounts receivable were as follows:
| | | | | | | | | | |
| As of December 31, | | | 2020 | 2019 |
| Customer A (related party) | | | 27% | 19% |
| Customer B | | | 17% | 21% |
| Customer E | | | 13% | ** |
| Customer D | | | ** | 10% |
______________
** Less than 10%
Customers representing 10% or greater of revenue were as follows:
| | | | | | | | | | | | |
| Years Ended December 31, | | Year First Customer | 2020 | 2019 |
| Customer A (related party) | | 2017 | 30% | 35% |
| Customer B | | 2014 | 10% | 10% |
| Customer C | | 2019 | ** | 12% |
| | | | | | | | | | | | | | |
| Years Ended December 31, | Year First Customer | 2022 | 2021 | 2020 |
| DSM (related party) | 2017 | 20% | 51% | 30% |
| Sephora | 2017 | 13% | ** | ** |
| Firmenich | 2014 | ** | ** | 10% |
______________
** Less than 10%
Revenue Recognition
The Company recognizes revenue from the sale of renewable products, licenses and royalties from intellectual property, and grants and collaborative research and development services. Revenue is measured based on the consideration specified in a
contract with a customer and the transaction price is allocated utilizing the stand-alone selling price. Revenue is recognized when or as, the Company satisfies a performance obligation by transferring control over a product or service to a customer. The Company generally does not incur costs to obtain new contracts. The costs to fulfill a contract are expensed as incurred.
The Company accounts for a contract when it has approval and commitment to perform from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance, and collectability of the consideration is probable. Changes to contracts are assessed for whether they represent a modification or should be accounted for as a new contract. The Company considers the following indicators, among others, when determining if it is acting as a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified goodsproduct or service, (ii) the Company has inventory risk before the specified goodproduct or service has been transferred to a customer or after transfer of control to the customer and, (iii) the Company has discretion in establishing the price for the specified goodproduct or service. If a transaction does not meet the Company's indicators of being a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis.
The Company’s significant contracts and contractual terms with its customers are presented in Note 10, "Revenue Recognition".
The Company recognizes revenue when control of the goodproduct or service has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) the customer has legal title to the product, (ii) the Company has transferred physical possession of the product or service to the customer, (iii) the Company has a right to receive payment for the product or service, (iv) the customer absorbs the significant risks and rewards of ownership of the product and, (v) the customer has accepted the product. For most of the Company's renewable products customers, supply agreements between the Company and each customer indicate when transfer of title occurs.
In some cases, the Company may make a payment to a customer. When that occurs, the Company evaluates whether the payment is for a distinct goodproduct or service from the customer. If the fair value of the goodsproduct or servicesservice is greater than or equal to the amount paid to the customer, then the entire payment is treated as a purchase. If, on the other hand, the fair value of goodsproduct or servicesservice is less than the amount paid, then the difference is treated as a reduction in transaction price of the Company's sales to the customer or a reduction of cumulative to-date revenue recognized from the customer in the period the payment is made or goodsproducts or services are received from the customer.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct goodproduct or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when or as, the performance obligation is satisfied. The Company's contracts may contain multiple performance obligations if a promise to transfer the individual goodsproduct or servicesservice is separately identifiable from other promises in the contracts and, therefore, is considered distinct. For contracts with multiple performance obligations, the Company determines the standalone selling price of each performance obligation and allocates the total transaction price using the relative selling price basis.
The following is a description of the principal goodsproducts and services from which the Company generates revenue.
Renewable Product Sales
Revenues from renewable product sales are recognized as a distinct performance obligation on a gross basis as the Company is acting as a principal in these transactions, with the selling price to the customer recorded net of discounts and allowances. Revenues are recognized at a point in time when control has passed to the customer, which typically occurs when the renewable productsproduct leaves the Company’s facilities with the first transportation carrier. The Company, on occasion, may recognize revenue under a bill and hold arrangement, whereby the customer requests and agrees to purchase product but requests delivery at a later date. Under these arrangements, control transfers to the customer when the product is ready for delivery, which occurs when the product is identified separately as belonging to the customer, the product is ready for shipment to the customer in its current form, and the Company does not have the ability to direct the product to a different customer. It is at this point the Company has the right to receive payment, the customer obtains legal title, and the customer has the significant risks and rewards of ownership. The Company’s renewable product sales do not include rights of return, except for direct-to-consumer products, for which the Company estimates sales returns subsequent to sale and reduces revenue accordingly. For renewable products other than direct-to-consumer, returns are accepted only if the product does not meet product specifications and such nonconformity is communicated to the Company within a set number of days of delivery. The Company offers a two-year assurance-type warranty to replace squalaneor reprocess its ingredient products that do not meet Company-established criteria as set forth in the
Company’s trade terms. An estimate of the cost to replace the squalaneor reprocess its ingredient products sold is made based on a historical rate of experience and recognized as a liability and related expense when the renewable product sale is consummated.
Licenses and Royalties
Licensing of Intellectual Property: When the Company’s intellectual property licenses are determined to be distinct from the other performance obligations identified in the arrangement, revenue is recognized from non-refundable, up-front fees allocated to the license at a point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For intellectual property licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable up-front-fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognized.
Royalties from Licensing of Intellectual Property: The Company earns royalties from the licensing of its intellectual property whereby the licensee uses the intellectual property to produce and sell its products to its customers and the Company shares in the profits.
When the Company’s intellectual property license is the only performance obligation, or it is the predominant performance obligation in arrangements with multiple performance obligations, the Company applies the sales-based royalty exception which requires the Company to estimate the revenue that is recognized at a point in time when the licensee’s product sales occur. Estimates of sales-based royalty revenues are made using the most likely outcome method, which is the single amount in a range of possible amounts, using the best evidence available at the time, derived from the licensee’s historical sales volumes and sales prices of its products and recent commodity market pricing data and trends. Estimates are adjusted to actual or as new information becomes available.
When the Company’s intellectual property license is not the predominant performance obligation in arrangements with multiple performance obligations, the royalty represents variable consideration and is allocated to the transaction price of the predominant performance obligation, which generally is the supply of renewable products to the Company's customers. Revenue is estimated and recognized at a point in time when the renewable products are delivered to the customer. Estimates of the amount of variable consideration to include in the transaction price are made using the expected value method, which is the sum of probability-weighted amounts in a range of possible amounts determined based on the cost to produce the renewable product plus a reasonable margin for the profit share. The Company only includes an amount of variable consideration in the
transaction price to the extent it is probable that a significant reversal in the cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Also, the transaction price is reduced for estimates of customer incentive payments payable by the Company for certain customer contracts.
Collaborations, Grants, and Collaborative Research and Development ServicesOther
Collaborative Research and Development Services: The Company earns revenues from collaboration agreements with customers to perform research and development services to develop new molecules using the Company’s technology and to scale production of the molecules for commercialization and use in the collaborator’s products. The collaboration agreements generally include providing the Company's collaboration partners with research and development services and with licenses to the Company’s intellectual property to use the technology underlying the development of the molecules and to sell its products that incorporate the technology. The terms of the Company's collaboration agreements typically include one or more of the following: (i) advance payments for the research and development services that will be performed, (ii) nonrefundable upfront license payments, (iii) milestone payments to be received upon the achievement of the milestone events defined in the agreements, (iv) milestone payments at fixed intervals based on the passage of time, (v) payments for inventory manufactured under supply agreements upon the commercialization of the molecules, and (v)(vi) royalty payments upon the commercialization of the molecules in which the Company shares in the customer’s profits.
Collaboration agreements are evaluated at inception to determine whether the intellectual property licenses represent distinct performance obligations separate from the research and development services. If the licenses are determined to be distinct, the non-refundable upfront license fee is recognized as revenue at a point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license while the research and development service fees are recognized over time as the performance obligations are satisfied. The research and development service fees represent variable consideration. Estimates of the amount of variable consideration to include in the transaction price are made using the expected value method, which is the sum of probability-weighted amounts in a range of possible amounts. The Company only includes an amount of variable consideration in the transaction price to the extent it is probable that a significant reversal in the
cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Revenue is recognized over time using either an input-based measure of labor hours expended or a time-based measure of progress towards the satisfaction of the performance obligations. The measure of progress is evaluated each reporting period and, if necessary, adjustments are made to the measure of progress and the related revenue recognized.
Collaboration agreements that include milestone payments are evaluated at inception to determine whether the milestone events are considered probable of achievement, and estimates are made of the amount of the milestone payments to include in the transaction price using the most likely amount method, which is the single amount in a range of possible amounts. If it is probable that a significant revenue reversal will not occur, the estimated milestone payment amount is included in the transaction price. Each reporting period, the Company re-evaluates the probability of achievement of the milestone events and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative basis, which would affect collaboration revenues in the period of adjustment. Generally, revenue is recognized using an input-based measure of progress towards the satisfaction of the performance obligations which can be labor hours expended or time-based in proportion to the estimated total project effort or total projected time to complete. The measure of progress is evaluated each reporting period and, if necessary, adjustments are made to the measure of progress and the related revenue recognized. Certain performance obligations are associated with milestones agreed between the Company and its customer.technical achievements that require customer acceptance. Revenue generated from the performance of services in accordance with these types of milestones is recognized upon confirmation from the customer that the milestone has been achieved. In these cases, amounts recognized are constrained to the amount of consideration received upon achievement of the milestone.
The Company generally invoices its collaboration partners on a monthly or quarterly basis, or upon the completion of the effort or achievement of a milestone, based on the terms of each agreement. Contract liabilities arise from amounts received in advance of performing the research and development activities and are recognized as revenue in future periods as the performance obligations are satisfied. Contract assets arise from services provided or completed performance obligations that are not yet billed to the customer.
Grants: The Company earns revenues from grants with government agencies to, among other things, provide research and development services to develop molecules using the Company’s technology, and create research and development tools to improve the timeline and predictability for scaling molecules from proof of concept to market by reducing time and costs. Grants typically consist of research and development milestone payments to be received upon the achievement of the milestone events defined in the agreements.
The milestone payments are evaluated at inception to determine whether the milestone events are considered probable of achievement and estimates are made of the amount of the milestone payments to include in the transaction price using the most likely amount method, which is the single amount in a range of possible amounts. If it is probable that a significant revenue reversal will not occur, the estimated milestone payment amount is included in the transaction price. Each reporting period, the Company re-evaluates the probability of achievement of the milestone events and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative basis, which would affect grant revenues in the period of adjustment. Revenue is recognized over time using a time-based measure of progress towards the satisfaction of the performance obligations. The measure of progress is evaluated each reporting period and, if necessary, adjustments are made to the measure of progress and the related revenue recognized.
The Company receives certain consideration from AICEP Portugal Global (AICEP), an entity funded by the government of Portugal, under the Consortium Internal Regulatory Agreement and an AICEP Investment Contract (the “Agreements”) entered into by Amyris (the “Company”) with Universidade Católica Portuguesa (UCP) Porto Campus. The Company consideredconsiders this arrangement to be a government grant and accounts for the arrangement under International Accounting Standard 20 “Accounting for Government Grants and Disclosure of Government Assistance”.grant. Grant revenue is recognized when there is reasonable assurance that monies will be received and that conditions attached to the grant have been met.
Cost of Products Sold
Cost of products sold reflects the production costs of renewable products and includes the cost of raw materials, in-house manufacturing labor and overhead, amounts paid to contract manufacturers, including amortization of tolling fees, and period costs, including inventory write-downs resulting from applying lower of cost or net realizable value inventory adjustments. Cost of products sold also includes certain costs related to the scale-up of production. Shipping and handling costs charged to customers are recorded as revenues. Outboundrevenue. Inbound shipping costs incurredfor raw materials are included in cost of products sold. Such charges were not material for any of the periods presented.
The Company recognizes deferred cost of products sold as an asset on the balance sheet when a cost is incurred in connection with a revenue performance obligation that will not be fulfilled until a future period. The Company also recorded a
deferred cost of products sold asset for the fair value of amounts paid to DSM under a supply agreement for manufacturing capacity to produce its sweetener product at the Brotas facility in Brazil. The deferred cost of products sold asset is allocated to inventory and expensed to cost of products sold on a units of production basis over the five-year term of the supply agreement. On a quarterly basis, the Company evaluates its future production volumes for its sweetener product and adjusts the unit cost to be expensed over the remaining estimated production volume. The Company also periodically evaluates the asset for impairment indicators and recoverability based on changes in business strategy and product demand trends over the term of the supply agreement.
Research and Development
Research and development costs are expensed as incurred and include costs associated with research performed pursuant to collaborative agreements and government grants, including internal research. Research and development costs consist of direct and indirect internal costs related to specific projects, as well as fees paid to others that conduct certain research activities on the Company’s behalf.
Debt Extinguishment
The Company accounts for the income or loss from extinguishment of debt in accordance with ASC 470, Debt, which indicates that for all extinguishments of debt, including instances where the terms of a debt instrument are modified in a manner that significantly changes the underlying cash flows, by recognizing the difference between the reacquisition consideration and the net carrying amount of the debt being extinguished should be recognized as gain or loss when the debt is extinguished. Losses from debt extinguishment are shown in the consolidated statements of operations under "Other income (expense)" as "Loss upon extinguishment of debt".
Stock-based Compensation
The Company accounts for stock-based employee compensation plans under the fair value recognition and measurement provisions of U.S. GAAP. Those provisions require all stock-based payments to employees, including grants of stock options and restricted stock units (RSUs), to be measured using the grant-date fair value of each award. The Company recognizes stock-based compensation expense net of expected forfeitures over each award's requisite service period, which is generally the vesting term. Expected forfeiture rates are estimated based on the Company's historical experience. Stock-based compensation plans are described more fully in Note 12, "Stock-based Compensation".
Income Taxes
The Company is subject to income taxes in the United States and foreign jurisdictions and uses estimates to determine its provisions for income taxes. The Company uses the asset and liability method of accounting for income taxes, whereby
deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income.
Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. The Company recognizes a valuation allowance against its net deferred tax assets unless it is more likely than not that such deferred tax assets will be realized. This assessment requires judgement as to the likelihood and amounts of future taxable income by tax jurisdiction.
The Company applies the provisions of Financial Accounting Standards Board (FASB) guidance on accounting for uncertainty in income taxes. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability, and the tax benefit to be recognized is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgement, and such judgements may change as new information becomes available.
Foreign Currency Translation
The assetsAssets and liabilities of foreignnon-U.S. subsidiaries that operate in a local currency environment, where thethat local currency is the functional currency, are translated from their respective functional currencies intoto U.S. dollars at theexchange rates in effect at eachthe balance sheet date, and revenuewith the resulting translation adjustments directly recorded to a separate component of AOCI. Income and expense amountsaccounts are translated at average exchange rates during each period, with resulting foreign currency translationthe year. Remeasurement adjustments are recorded in other income (loss), net.
other comprehensive loss, net of tax, in the consolidated statements of stockholders’ deficit. As of December 31, 20202022 and 2019,2021, cumulative translation adjustment, net of tax, were $47.4was $64.1 million and $43.8 million, respectively.$52.8 million.
WhereFor the U.S. dollar isyear ended December 31, 2022, the functional currency, remeasurement adjustments areCompany recorded in other income (expense), net in the accompanying consolidated statements of operations. Net lossesa $2.9 million loss resulting from foreign exchange transactions were $0.7 million and $0.2 million fortransactions. For the years ended December 31, 2021 and 2020, the Company recorded gains of $0.6 million and 2019, respectively and are recorded in other income (expense), net in the consolidated statements of operations.$0.7 million, resulting from foreign exchange transactions.
New Accounting Standards or Updates Recently Adopted
During the year ended December 31, 20202022 the Company adopted the following Accounting Standards Updates (ASUs):
Fair Value MeasurementConvertible Debt, and Derivatives and Hedging. In August 2018,2020, the FASB issued ASU 2018-13,2020-06, Fair Value Measurement (Topic 820)Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Disclosure Framework—Changes to the Disclosure RequirementsAccounting for Fair Value MeasurementConvertible Instruments and Contracts in an Entity’s Own Equity, which amends ASC 820, Fair Value Measurement. ASU 2018-13 modifies the disclosure requirementsto improve financial reporting associated with accounting for fair value measurements by removing, modifying or adding certain disclosures. ASU 2018-13 became effectiveconvertible instruments and contracts in the first quarter of fiscal 2020, with removed and modified disclosures to be adopted on a retrospective basis, and new disclosures to be adopted on a prospective basis. The adoptionan entity’s own equity. Adoption of this standard did not have a material impact on January 1, 2022 in connection with the Company’s consolidated financial statements.2026 Convertible Senior Notes, decreased additional paid-in capital by $368.0 million, increased debt by the same amount, and decreased accumulated deficit by $6.0 million for debt discount accretion expense that was recorded prior to adoption.
Collaborative Revenue Arrangements In November 2018, the FASB issued ASU 2018-18, Clarifying the Interaction between Topic 808 and Topic 606, that clarifies the interaction between the guidance for certain collaborative arrangements and Topic 606, the new revenue recognition standard. A collaborative arrangement is a contractual arrangement under which two or more parties actively participate in a joint operating activity and are exposed to significant risks and rewards that depend on the activity’s commercial success. The ASU provides guidance on how to assess whether certain transactions between collaborative arrangement participants should be accounted for within the revenue recognition standard. ASU 2018-18 became effective in the first quarter of fiscal year 2020 retrospectively. The adoption of this standard did not have any impact on the Company’s consolidated financial statements.
Recent Accounting Standards or Updates Not Yet EffectiveAdopted
Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity's portfolio. Because the Company met the SEC definition of a smaller reporting company when ASU 2016-13 was issued, this new accounting standard will be effective for the Company in the first quarter of 2023. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.statements and related disclosures.
Business Combinations: Accounting for Income TaxesContract Assets and Contract Liabilities from Contracts with Customers. In December 2019,October 2021, the FASB issued ASU 2019-12,2021-08, Business Combinations (Topic 805): Simplifying the Accounting for Income Taxes (Topic 740)Contract Assets and Contract Liabilities from Contracts with Customers. The amendmentsThis update requires that an acquirer recognize and measure contract assets and contract liabilities acquired in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principlesa business combination in ASCaccordance with Topic 740, Income Taxes. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC Topic 740 by clarifying and amending existing guidance. ASU 2019-12606, Revenue from Contracts with Customers. This standard will be effective for the Company in the first quarter of fiscal year 2021. The transition requirements are dependent upon each amendment within this update2023 and will be applied either prospectively to business
combinations occurring on or retrospectively.after the effective date of the standard. The Company is currently evaluating the amendedguidance and the impact on its consolidated financial statements and related disclosures.
Fair Value Measurement: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to
Contractual Sale Restrictions. This ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires specific disclosures for equity securities subject to contractual sale restrictions. These changes will become effective for the Company on January 1, 2024. The Company is currently evaluating the guidance and the impact on its consolidated financial statements and related disclosures.
Equity Securities, Equity-method Investments and Certain DerivativesIn January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The guidance provides clarification of the interaction of rules for equity securities, the equity method of accounting and forward contracts and purchase options on certain types of securities. ASU 2020-01 will be effective for the Company in the first quarter of 2021. While the Company is currently assessing the impact of the new guidance, it is not expected to have a material impact on the Company’s financial statements.
Convertible Debt, and Derivatives and Hedging In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. ASU 2020-06 will be effective
for the Company in the first quarter of 2022. The Company is currently evaluating the amended guidance and the impact on its consolidated financial statements and related disclosures.
2. Balance Sheet Details
Allowance for Doubtful Accounts
Allowance for doubtful accounts activity and balances were as follows:
| | (In thousands) | (In thousands) | Balance at Beginning of Year | Provisions | Write-offs, Net | Balance at End of Year | (In thousands) | Balance at Beginning of Year | Provisions | Write-offs, Net | Balance at End of Year |
| Allowance for doubtful accounts: | Allowance for doubtful accounts: | | Allowance for doubtful accounts: | |
| Year Ended December 31, 2022 | | Year Ended December 31, 2022 | $ | 945 | | $ | 944 | | $ | (894) | | $ | 995 | |
| Year Ended December 31, 2021 | | Year Ended December 31, 2021 | $ | 137 | | $ | 808 | | $ | — | | $ | 945 | |
| Year Ended December 31, 2020 | Year Ended December 31, 2020 | $ | 45 | | $ | 92 | | $ | 0 | | $ | 137 | | Year Ended December 31, 2020 | $ | 45 | | $ | 92 | | $ | — | | $ | 137 | |
| Year Ended December 31, 2019 | $ | 642 | | $ | 110 | | $ | (707) | | $ | 45 | | |
Inventories
| | | | | | | | |
December 31,
(In thousands) | 2020 | 2019 |
| Raw materials | $ | 11,800 | | $ | 3,255 | |
| Work in process | 10,760 | | 7,204 | |
| Finished goods | 20,302 | | 17,311 | |
| Total inventories | $ | 42,862 | | $ | 27,770 | |
Deferred cost of products sold — related party
| | | | | | | | |
December 31,
(In thousands) | 2020 | 2019 |
| Deferred cost of products sold - related party | $ | 9,801 | | $ | 3,677 | |
| Deferred cost of products sold, noncurrent - related party | 9,939 | | 12,815 | |
| Total | $ | 19,740 | | $ | 16,492 | |
In November 2018, the Company amended the supply agreement with DSM to secure manufacturing capacity at the Brotas facility for sweetener production through 2022. See Note 10, “Revenue Recognition” for information regarding the November 2018 Supply Agreement Amendment. The supply agreement was included as an element of a combined transaction with DSM, which resulted in a fair value allocation of $24.4 million to the manufacturing capacity. See Note 3, “Fair Value Measurement” for information related to this fair value allocation. Of the $24.4 million fair value allocated to the manufacturing capacity, $3.3 million was recorded as deferred cost of products sold during 2018. Also, the Company paid an additional $7.0 million and $14.1 million in manufacturing capacity fees during 2020 and 2019, respectively, which were recorded as deferred cost of products sold. The capitalized deferred cost of products sold asset is expensed to cost of products sold on a units of production basis as the Company's sweetener product is sold over the five-year term of the supply agreement. Each quarter, the Company evaluates its estimated future production volumes through the end of the agreement and adjusts the unit cost to be expensed over the remaining estimated production volume. During the years ended December 31, 2020 and
2019, the Company expensed $2.3 million and $0.9 million, respectively, of the deferred cost of products sold asset. Inception-to-date amortization expense to cost of products sold through December 31, 2020 totaled $3.3 million. | | | | | | | | |
December 31,
(In thousands) | 2022 | 2021 |
| Raw materials | $ | 43,043 | | $ | 25,733 | |
| Work in process | 8,028 | | 6,941 | |
| Finished goods | 60,809 | | 42,396 | |
| Total inventories | $ | 111,880 | | $ | 75,070 | |
Prepaid expenses and other current assets
| | | | | | | | |
December 31,
(In thousands) | 2022 | 2021 |
| Prepayments, advances and deposits | $ | 18,849 | | $ | 25,140 | |
| Non-inventory production supplies | 8,138 | | 3,956 | |
Note receivable(1) | 6,871 | | — | |
| Recoverable taxes from Brazilian government entities | 870 | | 1,188 | |
| Other | 5,418 | | 3,229 | |
| Total prepaid expenses and other current assets | $ | 40,146 | | $ | 33,513 | |
| | | | | | | | |
December 31,
(In thousands) | 2020 | 2019 |
| Prepayments, advances and deposits | $ | 6,637 | | $ | 4,726 | |
| Non-inventory production supplies | 3,989 | | 5,376 | |
| Recoverable taxes from Brazilian government entities | 1,063 | | 79 | |
| Other | 1,414 | | 2,569 | |
| Total prepaid expenses and other current assets | $ | 13,103 | | $ | 12,750 | |
(1) In March 2022, the Company loaned a privately-held company $10 million in exchange for a senior secured convertible promissory note (the Note, as amended from time to time) which unless earlier redeemed or converted into equity of the privately-held company, shall be repaid in tranches according to the terms of the Note by June 2023. The Note bears interest at 10% per annum and is convertible, at the Company's option, into equity of the privately-held company upon maturity of the Note or in the event of an initial public offering, equity financing, or corporate transaction (such as a sale or merger), in each case, at a conversion price that is dependent on a variety of factors. In addition, the Note is redeemable prior to maturity, at the issuer's option, in the event of one or more equity or debt financings, one or more asset sales, or an initial public offering, in each case equal to or greater than $65 million. The arrangement is accounted for as a loan. The Company will periodically evaluate the collectability of the loan, and an allowance for credit losses will be recorded if the Company concludes that all or a portion of the loan balance is no longer collectible.
Property, plant, and equipment, net
| December 31,
(In thousands) | December 31,
(In thousands) | 2020 | 2019 | December 31,
(In thousands) | 2022 | 2021 |
| Machinery and equipment | Machinery and equipment | $ | 50,415 | | $ | 48,041 | | Machinery and equipment | $ | 149,413 | | $ | 51,855 | |
| Leasehold improvements | Leasehold improvements | 45,197 | | 41,478 | | Leasehold improvements | 51,426 | | 45,780 | |
| Building | | Building | 29,389 | | — | |
| Computers and software | Computers and software | 6,741 | | 9,822 | | Computers and software | 10,356 | | 9,174 | |
| Furniture and office equipment, vehicles and land | Furniture and office equipment, vehicles and land | 3,507 | | 3,510 | | Furniture and office equipment, vehicles and land | 3,979 | | 3,688 | |
| Construction in progress | Construction in progress | 7,250 | | 9,752 | | Construction in progress | 41,012 | | 48,032 | |
| Total property, plant and equipment, gross | Total property, plant and equipment, gross | 113,110 | | 112,603 | | Total property, plant and equipment, gross | 285,575 | | 158,529 | |
| Less: accumulated depreciation and amortization | Less: accumulated depreciation and amortization | (80,235) | | (83,673) | | Less: accumulated depreciation and amortization | (103,351) | | (85,694) | |
| Total property, plant and equipment, net | Total property, plant and equipment, net | $ | 32,875 | | $ | 28,930 | | Total property, plant and equipment, net | $ | 182,224 | | $ | 72,835 | |
During the years ended December 31, 20202022, 2021 and 2019,2020, depreciation and amortization expense, which includes amortization of financing lease assets, was as follows:
| Years Ended December 31,
(In thousands) | Years Ended December 31,
(In thousands) | 2020 | 2019 | Years Ended December 31,
(In thousands) | 2022 | 2021 | 2020 |
| Depreciation and amortization | Depreciation and amortization | $ | 8,508 | | $ | 4,581 | | Depreciation and amortization | $ | 12,372 | | $ | 8,745 | | $ | 8,508 | |
Losses on disposalGoodwill
| | | | | | | | |
Year ended December 31,
(In thousands) | 2022 | 2021 |
| Beginning balance | $ | 131,259 | | $ | — | |
| Acquisitions | 22,231 | | 133,025 | |
| Effect of currency translation adjustment | (10,915) | | (1,766) | |
| Ending balance | $ | 142,575 | | $ | 131,259 | |
Intangible Assets
During the year ended December 31, 2022, the Company purchased $14.6 million of property, plantintangible assets related to trademarks and equipment were $0.1trade names, customer relationships, developed technology, and $0.9patents as a result of the acquisitions completed during the year.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2022 | | December 31, 2021 |
| Estimated Useful Life (in Years) | Gross Amount | Accumulated Amortization | Net | | Gross Amount | Accumulated Amortization | Net |
| Trademarks and trade names | 10 | $ | 21,042 | | $ | 1,948 | | $ | 19,094 | | | $ | 11,484 | | $ | 496 | | $ | 10,988 | |
| Customer relationships | 5 - 16 | 8,182 | | 1,045 | | 7,137 | | | 8,197 | | 267 | | 7,930 | |
| Developed technology | 5 - 12 | 21,472 | | 1,315 | | 20,157 | | | 19,962 | | 200 | | 19,762 | |
| Patents | 17 | 600 | | 50 | | 550 | | | 600 | | 15 | | 585 | |
| | $ | 51,296 | | $ | 4,358 | | $ | 46,938 | | | $ | 40,243 | | $ | 978 | | $ | 39,265 | |
Amortization expense for intangible assets was $4.4 million and $1.0 million for the years ended December 31, 20202022 and 2019, respectively. Such losses or gains were2021 and is included in the lines captioned "Research and development expense" and "Sales, general and administrative expense" in the consolidated statements of operations.expenses.
Total future amortization estimated as of December 31, 2022 is as follows (in thousands):
| | | | | |
| 2023 | $ | 5,260 | |
| 2024 | 6,333 | |
| 2025 | 6,464 | |
| 2026 | 6,218 | |
| 2027 | 5,346 | |
| Thereafter | 17,317 | |
| Total future amortization | $ | 46,938 | |
Leases
Operating Leases
The Company has operating leases primarily for administrative offices, laboratory equipment and other facilities. The operating leases have remaining terms that range from 1 year to 5 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 to 5 years and are included in the lease term when it is reasonably certain that the Company will exercise the option. The operating leases are classified as ROU assets under operating leases on the Company's consolidated balance sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make operating lease payments is included in "Lease liabilities" and "Lease liabilities, net of current portion" on the Company's consolidated balance sheets. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company had $10.1$97.2 million and $13.2$32.4 million of right-of-useROU assets as of December 31, 20202022 and 2019, respectively.2021. Operating lease liabilities were $15.0$88.5 million and $19.7$27.5 million as of December 31, 20202022 and 2019, respectively.2021. For the years ended December 31, 20202022 and 2019,2021, the Company recorded $7.7$20.3 million and $12.6$8.1 million respectively of expense in connection with operating leases, of which $1.2$1.3 million and $7.0$1.1 million respectively, was recorded towere included in cost of products sold.
Because the rate implicit in each lease is not readily determinable,In October 2021, the Company uses its incremental borrowing rateentered into a 10-year manufacturing partnership agreement with Renfield Manufacturing, LLC to determineprovide manufacturing services and third-party logistics (“3PL”) processes, including inventory management, warehousing, and fulfillment for certain of the Company’s consumer product lines. Under the agreement, the Company will pay Renfield a series of fixed payments totaling $37.4 million over the 10-year period and variable payments for products manufactured and/or fulfilled by Renfield on a cost plus markup basis. The Company also provided a $0.5 million letter of credit and guarantee to the lessor of the Renfield manufacturing facility, which extends through August 2032. If Renfield fails to perform under the facility lease, the Company can terminate the manufacturing agreement. The Company evaluated the key terms and provisions of the agreement and concluded the fixed payments represented an embedded operating lease. As a result, the Company recorded a $20.1 million ROU asset that will be expensed to cost of goods sold over the 10-year manufacturing agreement, and a corresponding $12.0 million lease liability, which represents the present value of the leasefixed payments. The Company has certain contracts for real estate and marketing that may contain lease and non-lease components, which the Company has elected to treat as a single lease component.
Information related to the Company's right-of-useROU assets and related lease liabilities were as follows:
| | | | | | | | |
Years Ended December 31,
(In thousands) | 2020 | 2019 |
| Cash paid for operating lease liabilities, in thousands | $7,717 | $17,809 |
Right-of-use assets obtained in exchange for new operating lease obligations(1) | $0 | $33,264 |
| Weighted-average remaining lease term in years | 2.49 | 3.35 |
| Weighted-average discount rate | 18.0% | 18.0% |
(1) 2019 amount includes $29.7 million for operating leases existing on January 1, 2019 and $3.6 million for operating leases that commenced during the year ended December 31, 2019. Also, the Company renegotiated one of its operating leases during 2019, which resulted in a new financing lease. Approximately $7.7 million of Right-of-use assets under operating leases, net was reclassified to Right-of-use assets under financing leases, net related to this operating lease modification. | | | | | | | | |
| 2022 | 2021 |
| Cash paid for amounts included in the measurements of operating lease liabilities | $15,042 | $7,791 |
| ROU assets obtained in exchange for new operating lease obligations | $69,351 | $17,184 |
| Weighted-average remaining lease term in years | 11.3 | 7.7 |
| Weighted-average discount rate | 22.4% | 19.3% |
Financing Leases
The Company has entered into financing leases primarily for laboratory and computer equipment. Assets purchased under financing leases are included in "Right-of-use assets under financing leases, net" on the consolidated balance sheets. For financing leases, the associated assets are depreciated or amortized over the shorter of the relevant useful life of each asset or the lease term. Accumulated amortization of assets under financing leases totaled $4.6$1.6 million and $1.7$6.8 million as of December 31, 20202022 and 2019, respectively.2021.
Maturities of Financing and Operating Leases
Maturities of lease liabilities as of December 31, 20202022 were as follows:
| Years Ending December 31
(In thousands) | Financing Leases | Operating Leases | Total Lease Obligations | |
| 2021 | $ | 4,570 | | $ | 7,503 | | $ | 12,073 | | |
| 2022 | 0 | | 7,680 | | 7,680 | | |
Years Ending December 31,
(In thousands) | | Years Ending December 31,
(In thousands) | Financing Leases | Operating Leases | Total Lease Obligations |
| 2023 | 2023 | 0 | | 3,340 | | 3,340 | | 2023 | $ | 22 | | $ | 14,705 | | $ | 14,727 | |
| 2024 | 2024 | 0 | | 163 | | 163 | | 2024 | 21 | | 23,767 | | 23,788 | |
| 2025 | 2025 | 0 | | 0 | | 0 | | 2025 | 21 | | 24,120 | | 24,141 | |
| 2026 | | 2026 | 16 | | 23,466 | | 23,482 | |
| 2027 | | 2027 | — | | 23,849 | | 23,849 | |
| Thereafter | Thereafter | 0 | | 0 | | 0 | | Thereafter | — | | 214,056 | | 214,056 | |
| Total future minimum payments | Total future minimum payments | 4,570 | | 18,686 | | 23,256 | | Total future minimum payments | 80 | | 323,963 | | 324,043 | |
| Less: amount representing interest | Less: amount representing interest | (400) | | (3,728) | | (4,128) | | Less: amount representing interest | (19) | | (235,513) | | (235,532) | |
| Present value of minimum lease payments | Present value of minimum lease payments | 4,170 | | 14,958 | | 19,128 | | Present value of minimum lease payments | 61 | | 88,450 | | 88,511 | |
| Less: current portion | Less: current portion | (4,170) | | (5,226) | | (9,396) | | Less: current portion | (13) | | (2,255) | | (2,268) | |
| Long-term portion | Long-term portion | $ | 0 | | $ | 9,732 | | $ | 9,732 | | Long-term portion | $ | 48 | | $ | 86,195 | | $ | 86,243 | |
Other assets
| December 31,
(In thousands) | December 31,
(In thousands) | 2020 | 2019 | December 31,
(In thousands) | 2022 | 2021 |
| Equity-method investment | $ | 2,380 | | $ | 4,734 | | |
| Investments in equity securities | | Investments in equity securities | $ | 7,892 | | $ | — | |
| Equity-method investments in affiliates | | Equity-method investments in affiliates | 3,000 | | 9,443 | |
| Notes receivable, net of current portion | | Notes receivable, net of current portion | 671 | | — | |
| Deposits | Deposits | 128 | | 295 | | Deposits | 530 | | 129 | |
| Contingent consideration | 0 | | 3,303 | | |
| Other | Other | 1,196 | | 1,373 | | Other | 1,811 | | 994 | |
| Total other assets | Total other assets | $ | 3,704 | | $ | 9,705 | | Total other assets | $ | 13,904 | | $ | 10,566 | |
In connection with the December 2017 sale of its subsidiary Amyris Brasil Ltda. (Amyris Brasil),When the Company recordedacquires a long-term receivable related to certain contingent consideration to be received from DSM upon DSM’s realization of certain Brazilian value-added tax benefits it acquired with its purchase of Amyris Brasil. In the second quarter of 2020,noncontrolling interest in an entity (investee) where the Company receivedis not the $3.3 million remainingprimary beneficiary, does not control any of the ongoing activities of the entity, and the investment does not meet consolidation requirements of U.S. GAAP, the investment is initially recognized as an equity-method investment at cost. If the investee subsequently reports losses, the Company records its proportional share of such losses as a reduction to the amount invested. If the Company’s cumulative share of the investee’s losses equals or exceeds the Company’s investment in the investee, the Company writes down its investment balance of contingent consideration due underto no lower than zero, as the December 2017 asset purchase agreement.Company is not liable to fund the investee’s future losses.
In October 2019,During the year ended December 31, 2022, the Company agreed to purchaseincurred losses on two of its equity-method investments that resulted in a $6.4 million decrease in the ownership interest previously held by Cosan in Novvi LLC, a joint venture among the Company, Cosan and certain other members, for $10.8 million. The Company is obligated to make payment in full by October 31, 2022. The Company measured and recorded the faircarrying value of the investment based oninvestments. No new equity-method investments in affiliates were recorded during the present value of the unsecured $10.8 million payment obligation, which was deemed to be more readily determinable than the fair value of the Novvi partnership interest. The Company measured the fair value of this three-year unsecured financial liability using the Company’s weighted average cost of capital of 29% which resulted in a present value of $5.0 million. The Company recorded the $5.0 million fair value of the investment and present value of financial obligation in other assets and other noncurrent liabilities and will accrete the $5.8 million difference between the $5.0 million present value of the liability and the $10.8 million payment obligation to interest expense under the effective interest method over the three-year payment term. For additional information regarding the Company's accounting this equity-method investment and the related asset value, see Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" and Note 7, “Consolidated Variable-interest Entities and Unconsolidated Investments”.year ended December 31, 2022.
Accrued and other current liabilities
| December 31,
(In thousands) | December 31,
(In thousands) | 2020 | 2019 | December 31,
(In thousands) | 2022 | 2021 |
| Payroll and related expenses | | Payroll and related expenses | $ | 18,795 | | $ | 9,151 | |
| Accrued interest | Accrued interest | $ | 9,327 | | $ | 8,209 | | Accrued interest | 14,639 | | 9,572 | |
| Payroll and related expenses | 8,230 | | 7,296 | | |
| Liability in connection with acquisition of equity-method investment | | Liability in connection with acquisition of equity-method investment | 11,275 | | 8,735 | |
| Deferred consideration payable | | Deferred consideration payable | 7,883 | | 30,000 | |
| Professional services | | Professional services | 4,826 | | 2,447 | |
Asset retirement obligation(1) | | Asset retirement obligation(1) | 3,763 | | 3,336 | |
| Contract termination fees | Contract termination fees | 5,344 | | 5,347 | | Contract termination fees | 1,369 | | 1,345 | |
Asset retirement obligation(1) | 3,041 | | 3,184 | | |
| Professional services | 994 | | 2,968 | | |
| Ginkgo partnership payments obligation | 878 | | 4,319 | | |
| License fee payable | | License fee payable | 1,050 | | 1,050 | |
| Tax-related liabilities | Tax-related liabilities | 656 | | 1,685 | | Tax-related liabilities | 829 | | 988 | |
| Other | Other | 2,237 | | 3,647 | | Other | 9,136 | | 4,833 | |
| Total accrued and other current liabilities | Total accrued and other current liabilities | $ | 30,707 | | $ | 36,655 | | Total accrued and other current liabilities | $ | 73,565 | | $ | 71,457 | |
______________
(1) The asset retirement obligation represents liabilities incurred but not yet discharged in connection with ourthe Company's 2013 abandonment of a partially constructed facility in Pradópolis, Brazil.
Other noncurrent liabilities
| | | | | | | | |
December 31,
(In thousands) | 2020 | 2019 |
| Liability for unrecognized tax benefit | $ | 7,496 | | $ | 7,204 | |
Ginkgo partnership payments, net of current portion(1) | 7,277 | | 4,492 | |
| Liability in connection with acquisition of equity-method investment | 6,771 | | 5,249 | |
Contract liabilities, net of current portion(2) | 111 | | 1,449 | |
Refund liability(3) | 0 | | 3,750 | |
| Other | 1,099 | | 880 | |
| Total other noncurrent liabilities | $ | 22,754 | | $ | 23,024 | |
______________
(1) On August 10, 2020, the Company and Ginkgo entered into a Second Amendment to Promissory Note and Partnership Agreement (Second Amendment) to reduce the partnership payments frequency from monthly to quarterly, in an aggregate amount of $2.1 million, and to defer an aggregate of $9.8 million in partnership payments to the end of the agreement in October 2022 (the “End of Term Payment”), provided that, if the Ginkgo Promissory Note is not fully repaid by April 19, 2022, the End of Term Payment shall be of $10.4 million. See Note 4, “Debt.” for more information. As a result of changes to key provisions in the partnership payments, the Company analyzed the combined before and after cash flows under the Promissory Note and Partnership Agreement that resulted from (i) the reduced interest rate on the Promissory Note, (ii) reduced payment frequency under the Promissory Note and Partnership Agreement, and (iii) changes in the periodic and total payment amounts under the Partnership Agreement, to determine whether these changes resulted in a modification or extinguishment of the obligations under the Second Amendment. Based on the combined before and after cash flows of the Promissory Note and Partnership Agreement, the change was significantly different. Consequently, the modifications resulting from the Second Amendment were accounted for as a debt extinguishment and a new debt issuance. The Company recorded a $0.1 million loss upon extinguishment of the partnership payment obligation, related to the write-off of the unamortized debt discount. Further, since the partnership payment obligation does not contain an explicit interest rate, the Company recorded the $11.9 million of total payments at its net present value of $8.1 million in other liabilities, with the $3.8 million difference recorded as a discount that is accreted to interest expense over the repayment term using the effective interest method.
(2) Contract liabilities, net of current portion at December 31, 2020 and 2019 includes $0 and $1,204 at each date in connection with DSM, which is a related party.
(3) In April 2019, the Company assigned the Value Sharing Agreement to DSM. See Note 10, "Revenue Recognition" for further information. The assignment was accounted for as a contract modification under ASC 606 that resulted in $12.5 million of prepaid variable consideration to the Company. The $12.5 million was recorded as a refund liability. During the first quarter of 2020, the Company concluded that it would not be required to return any portion of the remaining refund liability to DSM, and recorded $3.8 million of royalty revenue related to this change in estimate and reduction of the refund liability. | | | | | | | | |
December 31,
(In thousands) | 2022 | 2021 |
| Liability for deferred tax liabilities | $ | 1,734 | | $ | 4,296 | |
| Contract liabilities, net of current portion | — | | 111 | |
| Other | 5,319 | | 103 | |
| Total other noncurrent liabilities | $ | 7,053 | | $ | 4,510 | |
3. Fair Value Measurement
Liabilities Measured and Recorded at Fair Value on a Recurring Basis
As of December 31, 20202022 and 2019,2021, the Company’s financial liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31,
(In thousands) | 2020 | | 2019 |
| Level 1 | Level 2 | Level 3 | Total | | Level 1 | Level 2 | Level 3 | Total |
| Liabilities | | | | | | | | | |
| Senior Convertible Notes | $ | 0 | | $ | 0 | | $ | 53,387 | | 53,387 | | | $ | 0 | | $ | 0 | | $ | 50,624 | | $ | 50,624 | |
| Foris Convertible Note (LSA Amendment) | 0 | | 0 | | 123,164 | | 123,164 | | | 0 | | 0 | | 0 | | 0 | |
| Embedded derivatives bifurcated from debt instruments | 0 | | 0 | | 247 | | 247 | | | 0 | | 0 | | 2,832 | | 2,832 | |
| Freestanding derivative instruments issued in connection with other debt and equity instruments | 0 | | 0 | | 8,451 | | 8,451 | | | 0 | | 0 | | 6,971 | | 6,971 | |
| Total liabilities measured and recorded at fair value | $ | 0 | | $ | 0 | | $ | 185,249 | | $ | 185,249 | | | $ | 0 | | $ | 0 | | $ | 60,427 | | $ | 60,427 | |
The Company did not hold any financial assets to be measured and recorded at fair value on a recurring basis as of December 31, 2020 and 2019. Also, there were no transfers between the levels during 2020 or 2019. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31,
(In thousands) | 2022 | | 2021 |
| Level 1 | Level 2 | Level 3 | Total | | Level 1 | Level 2 | Level 3 | Total |
| Liabilities | | | | | | | | | |
| Foris Convertible Note | $ | — | | $ | — | | $ | 54,026 | | $ | 54,026 | | | $ | — | | $ | — | | $ | 107,427 | | $ | 107,427 | |
| Freestanding derivative instruments issued in connection with debt and equity instruments | — | | — | | — | | — | | | — | | — | | 7,062 | | 7,062 | |
| Embedded derivatives bifurcated from debt instruments | — | | — | | 5,403 | | 5,403 | | | — | | — | | — | | — | |
| Acquisition-related contingent consideration | — | | — | | 37,574 | | 37,574 | | | — | | — | | 64,762 | | 64,762 | |
| Total liabilities measured and recorded at fair value | $ | — | | $ | — | | $ | 97,003 | | $ | 97,003 | | | $ | — | | $ | — | | $ | 179,251 | | $ | 179,251 | |
The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgements and consider factors specific to the asset or liability. The method of determining the fair value of embedded derivative liabilities is described subsequently in this note. Market risk associated with embedded derivative liabilities relates to the potential reduction in fair value and negative impact to future earnings from a decrease in interest rates.
Changes in fair value of derivative liabilities are presented as gains or losses in the consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of derivative instruments".
Changes in the fair value of debt instruments that isare accounted for at fair value are presented as gains or losses in the consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of debt".
Fair Value of Debt — Foris Convertible Note (LSA Amendment)
On June 1, 2020, the Company and Foris Ventures, LLC (Foris), an entity affiliated with director John Doerr and whichthat beneficially owns greater than 5% of the Company’s outstanding common stock and that is affiliated with Director John Doerr, entered into an Amendment No. 1amendment to the Amended and Restated Foris LSA (LSA Amendment), pursuant toagreement in which among other provisions, Foris has the option in its sole discretion, to convert all or a portion of the secured indebtedness, under the LSA Amendment, including accrued interest, into shares of Common Stock at a $3.00 conversion price (Conversion Option), which Conversion Option was approved by the Company’s stockholders on August, 14, 2020. See Note 4, “Debt” for further information regarding the LSA Amendment and related extinguishment accounting treatment.price. The Company elected to accountaccounted for the new debt issuance under the fair value option, and recordedresulting in a $22.0 million loss upon extinguishment of the Foris LSA, representing the difference between the carrying value of the Foris LSA prior to the modification and the $72.1 million reacquisition price of the Foris LSA (which is the fair value of the LSA Amendment with the conversion option). The LSA Amendment also contains certain change in control embedded derivatives and a contingent beneficial conversion feature and management believes the fair value option best reflects the underlying economics of new convertible note. Under the fair value election, changesextinguishment. Changes in fair value will be reported in the consolidated statements of operations as "Gain (loss) from change in fair value of debt" in each reporting period subsequent to the issuance of the Foris Convertible Note (LSA Amendment).
At December 31, 2020,2022, the contractual outstanding principal of the Foris Convertible Note was $50.0 million and the fair value was $123.2$54.0 million. The Company measured the fair value of the Foris Convertible Note using a binomial lattice model (which is discussed in further detail below) using the following inputs: (i) $6.18$1.53 stock price, (ii) 18%32% secured discount yield, (iii) 0.11%4.80% risk free interest rate, (iv) 45% equity volatility, and (v) 5%0% probability of change in control. The Company assumed that if a change of control event were to occur, it would occur at the end of the calendar year. TheFor the years ended December 31, 2022 and 2021, the Company recorded a lossgain of $51.1$53.4 million related to change in fair value of the Foris Convertible Note for the year ended December 31, 2020.
Fair Value of Debt — Senior Convertible Notesand $15.7 million, respectively.
On January 14, 2020, the Company exchanged the $66 million Senior Convertible Notes (or the Prior Notes) for (i) new senior convertible notes in an aggregate principal amount of $51 million (the New Notes or Senior Convertible Notes), (ii) an aggregate of 2,742,160 shares of common stock (the Exchange Shares), (iii) rights (the Rights) to acquire up to an aggregate of 2,484,321 shares of common stock, (iv) warrants (the Warrants) to purchase up to an aggregate of 3,000,000 shares of common stock (the Warrant Shares) at an exercise price of $3.25 per share, with an exercise term of two years from issuance, (v) accrued and unpaid interest on the Prior Notes (payable on or prior to January 31, 2020) and (vi) cash fees in an aggregate amount of $1.0 million (payable on or prior to January 31, 2020). Due to the legal extinguishment and exchange of the Prior Notes and significantly different cash flows contained in the New Notes, the Company accounted for the exchange as a debt extinguishment of the Prior Notes and a new debt issuance of the New Notes. The Company recorded a $5.3 million loss upon extinguishment of debt, which was comprised of the $4.1 million fair value of the Warrants, the $1.0 million cash fee and $0.2 million excess fair value of the Exchange Shares and Rights over the $2.87 per share contractual value. See Note 4, "Debt” for further information regarding the transaction.
The Company elected to account for the Senior Convertible Notes at fair value, as of the January 14, 2020 issuance date. Management believes that the fair value option better reflects the underlying economics of the Senior Convertible Notes, which contain multiple embedded derivatives. Under the fair value election, changes in fair value will be reported as "Gain (loss) from change in fair value of debt" in the consolidated statements of operations in each reporting period subsequent to the issuance of the Senior Convertible Notes. At January 14, 2020, the contractual outstanding principal of the Senior Convertible Notes was $51.0 million and the fair value was $35.8 million. The Company measured the fair value at January 14, 2020 using a binomial lattice model (which is discussed in further detail below) using the following inputs: (i) $2.90 stock price, (ii) 226% discount yield, (iii) 1.59% risk free interest rate (iv) 45% equity volatility, (v) 25% / 75% probability of principal repayment in cash or stock, respectively and (vi) 5% probability of change in control. The Company assumed that if a change of control event were to occur, it would occur at the end of the calendar year.
At December 31, 2020, the contractual outstanding principal of the Senior Convertible Notes was $30.0 million and the fair value was $53.4 million. The Company measured the fair value at December 31, 2020 using a binomial lattice model (which is discussed in further detail below) using the following inputs: (i) $6.18 stock price, (ii) 221% discount yield, (iii) 0.09% risk free interest rate (iv) 45% equity volatility, and (v) 5% probability of change in control. The Company assumed that if a change of control event were to occur, it would occur at the end of the calendar year.
For the year ended December 31, 2020, the Company recorded a $38.7 million loss from change in fair value of debt in connection with the fair value remeasurement of the Prior Notes and the Senior Convertible Notes, as follows:
| | | | | |
In thousands | |
Fair value at November 14, 2019 | $ | 54,425 | |
Less: gain from change in fair value | (3,801) | |
Equals: fair value at December 31, 2019 | 50,624 | |
Less: principal repaid in cash | (17,950) | |
Less: principal repaid in common stock | (18,030) | |
Add: loss from change in fair value | 38,743 | |
Equals: fair value at December 31, 2020 | $ | 53,387 | |
Binomial Lattice Model
AThe Company uses the binomial lattice model was used to determine whethermeasure the fair value of the Foris Convertible Note and the Senior Convertible Notes (Debt Instruments) would be converted, called or held atfair value of embedded features in the DSM Note. For each decision point. Withinreporting period, the lattice model, the following assumptions are made: (i) the convertible note will be converted early if the conversion value is greater than the holding value and (ii) the convertible note will be called if the holding value is greater than both (a) redemption price and (b) the conversion value at the time. If the convertible note is called, the holder will maximize their value by finding the optimal decision between (1) redeeming at the redemption price and (2) converting the convertible note. Using this lattice method, the Company valued the Debt Instruments using the "with-and-without method", whereCompany:
•Remeasures the fair value of the Debt Instruments including the embedded and freestanding features is defined as the "with," and the fair value of the Debt Instruments excluding the embedded and freestanding features is defined as the "without." This method estimates the fair value of the Debt Instruments by looking at the difference in the values of the Debt Instruments with the embedded and freestanding derivatives and the fair value of the Debt Instruments without the embedded and freestanding features. The lattice model uses the stock price, conversion price, maturity date, risk-free interest rate, estimated stock volatility, estimated credit spread and other instrument-specific assumptions. The Company remeasures the fair value of the Debt InstrumentsForis Convertible Note and records the change as a gain or loss from change in fair value of debt in the statement of operations for each reporting period.
6% Convertible Notes Due 2021
On December 10, 2018, the Company issued $60.0 million of 6% Convertible Notes Due 2021 (see Note 4, "Debt" for details) and electedRemeasures the fair value option of accounting for this debt instrument. The notes were extinguishedthe derivative liability associated with embedded features in November 2019. The Company recordedthe DSM Note and records the change as a $23.2 milliongain or loss from change in fair value of debtderivative instruments in the year ended December 31, 2019 prior to extinguishing the debt.statement of operations.
Derivative Liabilities Recognized in Connection with the Issuance of Debt and Equity Instruments
The following table provides a reconciliation of the beginning and ending balances for the Company's derivative liabilities recognized in connection with the issuance of debt instruments, either freestanding or compound embedded, measured at fair value using significant unobservable inputs (Level 3):
| | | | | |
| (In thousands) | Derivative Liability |
Balance at December 31, 20192021 | $ | 9,8037,062 | |
Fair valueIssuance of new derivative liabilities issued during the periodinstruments | 8,7515,403 | |
Change in fair value of derivative liabilitiesinstruments | 11,362 (3,905) | |
| Derecognition on settlement or extinguishment | (21,218)(3,157) | |
Balance at December 31, 20202022 | $ | 8,6985,403 | |
Freestanding Derivative Instruments
In connectionThe liabilities associated with the January 14, 2020 issuance of the Senior Convertible Notes as discussed aboveCompany’s freestanding derivatives during 2022 and in Note 4, “Debt” (which was accounted for as an extinguishment of the original $66 million Senior Convertible Notes), the Company issued warrants (the Warrants) to purchase up to an aggregate of 3.0 million shares of common stock (the Warrant Shares). Due to stock exchange ownership limitations, which if exceeded would require stockholder approval and possibly require cash settlement for failure to deliver shares upon exercise, the Company concluded that a portion of the Warrant Shares met the derivative scope exception and equity classification criteria and were accounted for as additional paid in capital, and a portion of the Warrant Shares did not meet the derivative scope exception or equity classification criteria and were accounted for as a derivative liability. The Warrants had an initial fair value of $4.1 million, which was recorded as: (i) $4.1 million loss upon extinguishment of debt, (ii) $2.4 million additional paid in capital and (iii) $1.7 million derivative liability. The Warrant Shares derivative liability portion will be remeasured each reporting period until settled or extinguished with subsequent changes in fair value recorded through the statement of operations. The fair value of the Warrants was determined using a Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below. At March 31, 2020,2021 represent the fair value of the Warrant Shares derivative liability portion was $1.5 million,freestanding liability-classified warrants. There is no current observable market for these types of derivatives and, as such, the Company recorded a $0.2 million gain on change in fair value of derivative instruments during the three months ended March 31, 2020. On May 29, 2020, the Company obtained stockholder approval to remove the stock ownership limitations. As a result, the Company was able to physically deliver shares under the Warrants without the potential for cash settlement. In the three months ended June 30, 2020, the Company recorded a $1.3 million final mark-to-market loss on change in derivative liability, using a Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below, and derecognized the $2.8 million derivative liability balance relate to this portion of the Warrant Shares into additional paid in capital.
In connection with the January 31, 2020 private placement transaction with Foris (an entity affiliated with director John Doerr and which beneficially owns greater than 5% of the Company’s outstanding common stock discussed in Note 6, “Stockholders’ Deficit”), the Company issued a right (the Right) to purchase up to an aggregate of 5.2 million shares of common stock (the Right Shares). Due to certain contractual provisions in the Right, the Company concluded that a portion of the Right Shares met the derivative scope exception and equity classification criteria and were accounted for as additional paid in capital, and a portion of the Right Shares did not meet the derivative scope exception or equity classification criteria and were accounted for as a derivative liability. The Right had an initial fair value of $5.3 million, of which $2.3 million was recorded as additional paid in capital and $3.0 million was recorded as a derivative liability. The Right Shares derivative liability portion will be remeasured each reporting period until settled or extinguished with subsequent changes in fair value recorded through the statement of operations. The fair value of the Right was determined using a Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below. At March 31, 2020, the fair value of the Right Shares derivative liability portion was $2.0 million, and the Company recorded a $1.0 million gain on change in fair value of derivative instruments during the three months ended March 31, 2020. On May 29, 2020, the Company obtained stockholder approval to increase its authorized common share count from 250 million to 350 million. As a result, the portion of the Right Shares initially accounting for as a derivative liability was no longer precluded
from the derivative scope exception and met the criteria for equity classification. In the three months ended June 30, 2020, the Company recorded a $1.8 million final mark-to-market loss on change in fair value of derivativethese instruments using athe Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below, and derecognized the $3.7 million derivative liability balance into additional paid in capital.
In connection with the January 31, 2020 Debt Equitization transaction with Foris, which was accounted for as a debt extinguishment as discussed in Note 4, “Debt” and Note 6, “Stockholders’ Deficit”, the Company issued rights (the Right) to purchase up to of 8.8 million shares of common stock at $2.87 per share for 12 months from the issuance date. The Company concluded that the Right met the derivative scope exception and criteria to be accounted for in equity. The Right had a fair value of $8.9 million which was recorded as additional paid in capital and a charge to loss upon extinguishment of debt. The fair value of the Right was determined using a Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below.model.
During the second half of 2019, the Company issued five freestanding liability warrants related to the September 2019 and November 2019 Schottenfeld Notes (the Schottenfeld Notes), which the Company recorded at fair value as a derivative liability and debt discount on the respective issuance dates (see Note 4, “Debt” for further information). These freestanding liability warrants had a collective fair value of $7.0 million at December 31, 2019. As a result of the Foris Debt Equitization transaction on January 31, 2020, the variability causing these instruments to be recorded as a derivative liability was eliminated and upon derecognition of this liability into equity, the Company recorded a $1.8 million gain on change in fair value of derivative instruments for the year ended December 31, 2020, using a Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below, and reclassified the derivative liability balance of $5.2 million to additional paid in capital.
On February 28, 2020, the Company entered into forbearance agreements with certain affiliates of the Schottenfeld Group LLC (the Lenders)(Schottenfeld) related to certain defaults under the Schottenfeld Notes. The transaction was accounted for as a debt extinguishment. See Note 4, “Debt” for further information. In connection with entering into the forbearance agreements, the Company committed to issuing new warrants (the New Warrants) to the LendersSchottenfeld under certain contingent events for 1.9 million shares of common stock at a $2.87 purchase price and a two-year term. The contingent obligation to issue the New Warrants did not meet the derivative scope exception or equity classification criteria and werewarrants was accounted for as a derivative liability. The contingently issuable New Warrants derivative liability had an initial fair value of $3.2 million and was recorded as a derivative liability with a $3.2 million charge to loss upon extinguishment of debt. The New Warrants derivative liability will be remeasured each reporting period until settled or extinguished with subsequent changes in fair value recorded through the statement of operations. The fair value of the New Warrants derivative liability was determined using a Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below. AtIn December 31, 2020, the fair value of the contingently issuable New Warrants derivative liability was $8.5 million,2022, Schottenfeld and the Company recordedentered into an exchange agreement under which the Company issued the warrants, Schottenfeld exercised them, and the Company issued 1,253,451 common shares in a $5.3cashless net shares transaction. The exchange resulted in a $0.1 million loss ongain from change in fair value of derivative instruments forand the derecognition of $3.2 million of derivative liability upon extinguishment. For the year ended December 31, 2020.
On April 6, 2020,2022, the Company and Total entered into a Senior Convertible Note Maturity Extension Agreement to extend the maturity date of the 2014 Rule 144A Convertible Note to April 30, 2020 and reduce the conversion price from $56.16 to $2.87 per share. See Note 4, “Debt” for further information. Historically, the embedded conversion option was bifurcated and accounted for as a derivative liability, and at December 31, 2019 and March 31, 2020 had a $0 fair value due to the Note’s short maturity and the significant conversion price differential when compared to the Company’s current stock price. As a result of the conversion price reduction, the Company remeasured the fair value of the conversion option using a Black-Scholes-Merton option pricing model based on the input assumptions for liability classified warrants table in the valuation methodology section below, and recorded a $6.5$3.9 million loss ongain from change in fair value of derivative instruments in the three months ended June 30, 2020. On June 2, 2020, Total elected to convert all the outstanding principal and interest under the 2014 Rule 144A Convertible Note totaling $9.3 million into 3,246,489 shares of common stock. Upon conversion, the $6.5 million liability was derecognized into additional paid in capital, alongconnection with the debt principal and interest balance.Schottenfeld derivative liability.
The Company determine the fair value of its liability classified warrants using the following input assumptions:
| | | | | | | | |
| Year ended December 31, | 2022 | 2021 |
| Fair value of common stock on valuation date | $1.70 – $4.36 | $5.41 – $19.10 |
| Exercise price of warrants | $2.87 – $2.87 | $2.87 – $2.87 |
| Expected volatility | 106% – 117% | 107% – 114% |
| Risk-free interest rate | 2.28% – 4.22% | 0.16% – 0.73% |
| Expected term in years | 2.00 – 2.00 | 2.00 – 2.00 |
| Dividend yield | 0% | 0% |
Bifurcated Embedded Features in Debt Instruments
During the second half of 2019,2022, the Company issued 4a $100 million promissory note to DSM (DSM Note). The note provides that for $50M of the DSM Note's principal, on the date the Company receives any earn-out payment from DSM, Amyris must prepay debt instruments withprincipal in the same amount, plus accrued and unpaid interest. This prepayment feature is considered an embedded mandatory redemption features which werefeature in the DSM Note to be bifurcated from the debt host instruments and recorded at fair valueseparately accounted for as a derivative liability, andwith an offset to debt discount. The collectivediscount on the DSM Note. At December 31, 2022, the Company measured the fair value of the four bifurcated derivatives totaled $2.8embedded feature at $5.4 million atusing a secured discount yield of 32%.
At December 31, 2019. In January and February 2020, the Company again modified certain key terms in three of the four underlying debt instruments, resulting in a debt extinguishment of the three modified debt instruments. Consequently, in the three months ended March 31, 2020, the collective2021, no embedded derivative liability was outstanding.
Acquisition-related Contingent Consideration
The fair value of acquisition related contingent consideration ("Earnout Payments") was determined at acquisition using a Monte Carlo simulation to estimate the three extinguished bifurcated derivatives totaling $2.3 million was recorded as a loss upon extinguishmentprobability of debtthe acquired business units achieving the relevant financial and operational milestones. The model results reflect the time value of money, non-performance risk within the required time frame and the $0.9 million collectiverisk due to uncertainty in the estimated cash flows. Key inputs to the Monte Carlo simulation for the Costa Brazil acquisition were: Revenue Risk Adjustment of 27%, Annual Revenue Volatility of 68%, EBITDA Risk Adjustment of 32%, and Annual EBITDA Volatility of 85%. Key inputs to the Monte Carlo simulations for the Olika, MG Empower, and Beauty Labs acquisitions were: Revenue Risk Adjustment of 1.5% to 2.3% and Annual Revenue Volatility of 12.5% to 15%. A significant change in an acquired business unit’s financial performance and the timing of such changes could materially change the fair value of contingent consideration. Contingent consideration is recorded in other liabilities in the new bifurcated embedded mandatory redemption featuresaccompanying consolidated balance sheets.
The fair value of contingent consideration is classified as Level 3. The change in fair value totaled $24.9 million in 2022 and was recorded as a derivative liabilityrecognized in Change in fair value of acquisition-related contingent consideration. The change in the fair value of contingent consideration reflects the changes in the business’s expected performance over the remaining earnout period and new debt discount at the modification date. Also, oneCompany’s estimate of the bifurcated features was embedded inlikelihood of achieving the Foris LSA, which was modified and accounted for as an extinguishment in the three months ended June 30, 2020. As a result ofapplicable operational milestones.
the extinguishment accounting treatment, the $0.7 million derivative liability balance was derecognized and recorded into the initial fair valueThe following table provides a reconciliation of the new Foris Convertible Note (see “Fair Value of Debt – Foris Convertible Note (LSA Amendment)” above). The fair value ofbeginning and ending balances for the bifurcated derivative liability was determined using a probability weighted discounted cash flow analysis whichCompany's acquisition-related contingent consideration:
| | | | | |
| (In thousands) | Acquisition-related Contingent Consideration |
| Balance at December 31, 2021 | $ | 64,762 | |
| Additions | 440 | |
| Purchase accounting adjustment | (2,754) | |
| Change in fair value of acquisition-related contingent consideration | (24,874) | |
| Balance at December 31, 2022 | $ | 37,574 | |
Less: current portion (1) | $ | (3,019) | |
| Acquisition-related contingent consideration, net of current portion | $ | 34,555 | |
______________
(1) Current portion is discussed in the valuation methodologyincluded within Accrued and approach section below. At December 31, 2020, the fair value of the bifurcated embedded mandatory redemption features totaled $0.2 million, and the Company recorded a $0.4 million gain on change in fair value derivative instruments during the year ended December 31, 2020.
Valuation Methodology and Approach to Measuring the Derivative Liabilities
Theother current liabilities associated with the Company’s freestanding and compound embedded derivatives outstanding at December 31, 2020 and 2019 represent the fair value of freestanding equity instruments and mandatory redemption features embedded in certain debt instruments. See Note 4, "Debt", and Note 6, "Stockholders' Deficit" for further information regarding these host instruments. There is no current observable market for these types of derivatives and, as such, the Company determined the fair value of the freestanding instrument or embedded derivatives using the Black-Scholes-Merton option pricing model, or a probability-weighted discounted cash flow analysis, measuring the fair value of the debt instrument both with and without the embedded feature, both of which are discussed in more detail below.
The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of its liability classified warrants as of December 31, 2020 and 2019. Input assumptions for these freestanding instruments measured during the 12 months ended December 31, 2020 and 2019 were as follows:
| | | | | | | | |
| Year ended December 31, | 2020 | 2019 |
| Fair value of common stock on valuation date | $2.56 – $6.18 | $3.09 – $4.76 |
| Exercise price of warrants | $2.87 – $3.25 | $3.87 – $3.90 |
| Expected volatility | 94% – 117% | 94% – 105% |
| Risk-free interest rate | 0.13% – 1.58% | 1.58% – 1.67% |
| Expected term in years | 1.00 – 2.00 | 1.51 – 2.00 |
| Dividend yield | 0% | 0% |
The Company uses a probability weighted discounted cash flow model to measure the fair value of the mandatory redemption features embedded in the four debt instruments issued in the second half of 2019. The model is designed to measure and determine if the debt instruments would be called or held at each decision point. Within the model, the following assumption is made: the underlying debt instrument will be called early if the change in control redemption value is greater than the holding value. If the underlying debt instrument is called, the holder will maximize their value by finding the optimal decision between (i) redeeming at the redemption price and (ii) holding the instrument until maturity. Using this assumption, the Company valued the embedded derivatives on a "with-and-without method", where the fair value of each underlying debt instrument including the embedded derivative is defined as the "with", and the fair value of each underlying debt instrument excluding the embedded derivatives is defined as the "without". This method estimates the fair value of the embedded derivatives by comparing the fair value differential between the with and without mandatory redemption feature. The model incorporates the mandatory redemption price, time to maturity, risk-free interest rate, estimated credit spread and estimated probability of a change in control default event.
The market-based assumptions and estimates used in valuing the embedded derivative liabilities include values in the following ranges/amounts:
| | | | | | | | |
| Year ended December 31, | 2020 | 2019 |
| Risk-free interest rate | 0.1% - 1.6% | 1.6% - 1.7% |
| Risk-adjusted discount yield | 18.0% - 27.0% | 20.0% - 27.0% |
| Stock price volatility | 96% - 214% | 45% |
| Probability of change in control | 5.0% | 5.0% |
| Stock price | $2.56 - $6.18 | $2.09 - $4.76 |
| Credit spread | 17.9% - 36.8% | 18.4% - 25.4% |
| Estimated conversion dates | 2022 - 2023 | 2022 - 2023 |
Changes in valuation assumptions can have a significant impact on the valuation of the embedded and freestanding derivative liabilities and debt that the Company elects to account for at fair value. For example, all other things being held
constant, generally an increase in the Company’s stock price, change of control probability, risk-adjusted yield term to maturity/conversion or stock price volatility increases the value of the derivative liability.
Assets and Liabilities Recorded at Carrying Value
Financial Assets and Liabilities
The carrying amounts of certain financial instruments, such as cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities and low market interest rates, if applicable.rates. Loans payable and credit facilities are recorded at carrying value, which is representative of fair value at the date of acquisition. The Company estimates the fair value of these instruments using observable market-based inputs (Level 2). The carrying amount (the total amount of net debt presented on the balance sheet) of the Company's debt at December 31, 20202022 and at December 31, 2019,2021, excluding the debt instruments recorded at fair value, was $86.5$839.0 million and $195.8 million, respectively.$310.0 million. The fair value of such debt at December 31, 20202022 and at December 31, 20192021 was $83.3$331.6 million and $194.8$328.0 million, respectively, and was determined by (i) discounting expected cash flows using current market discount rates estimated for certain of the debt instruments and (ii) using third-party fair value estimates for the remaining debt instruments.
4. Debt
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 |
| (In thousands) | Principal | Unaccreted Debt Discount | Fair Value Adjustment | Net | | Principal | Unaccreted Debt Discount | Fair Value Adjustment | Net |
| Convertible notes payable | | | | | | | | | |
| 2026 convertible senior notes | $ | 690,000 | | $ | (15,109) | | $ | — | | $ | 674,891 | | | $ | 690,000 | | $ | (380,939) | | $ | — | | $ | 309,061 | |
| | | | | | | | | |
| Related party convertible notes payable | | | | | | | | | |
| Foris convertible note | 50,041 | | — | | 3,985 | | 54,026 | | | 50,041 | | — | | 57,386 | | 107,427 | |
| | | | | | | | | |
| Loans payable and credit facilities | | | | | | | | | |
| Other loans payable (revolving) | 1,917 | | — | | — | | 1,917 | | | 896 | | — | | — | | 896 | |
| | | | | | | | | |
| Related party loans payable | | | | | | | | | |
| DSM note | 100,000 | | (14,108) | | — | | 85,892 | | | — | | — | | — | | — | |
| Foris senior note | 81,089 | | (4,772) | | — | | 76,317 | | | — | | — | | — | | — | |
| Subtotal related party loans payable | 181,089 | | (18,880) | | — | | 162,209 | | | — | | — | | — | | — | |
| Total debt | $ | 923,047 | | $ | (33,989) | | $ | 3,985 | | 893,043 | | | $ | 740,937 | | $ | (380,939) | | $ | 57,386 | | 417,384 | |
| Less: current portion | | | | (120,802) | | | | | | (108,323) | |
| Long-term debt, net of current portion | | | | $ | 772,241 | | | | | | $ | 309,061 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2020 | | 2019 |
| (In thousands) | Principal | Unaccreted Debt (Discount) Premium | Fair Value Adjustment | Net | | Principal | Unaccreted Debt (Discount) Premium | Fair Value Adjustment | Net |
| Convertible notes payable | | | | | | | | | |
| Senior convertible notes | $ | 30,020 | | $ | 0 | | $ | 23,367 | | $ | 53,387 | | | $ | 66,000 | | $ | 0 | | $ | (15,376) | | $ | 50,624 | |
| 30,020 | | 0 | | 23,367 | | 53,387 | | | 66,000 | | 0 | | (15,376) | | 50,624 | |
| Related party convertible notes payable | | | | | | | | | |
| Foris convertible note | 50,041 | | 0 | | 73,123 | | 123,164 | | | 0 | | 0 | | 0 | | 0 | |
| Total 2014 Rule 144A convertible note | 0 | | 0 | | 0 | | 0 | | | 10,178 | | 0 | | 0 | | 10,178 | |
| 50,041 | | 0 | | 73,123 | | 123,164 | | | 10,178 | | 0 | | 0 | | 10,178 | |
| Loans payable and credit facilities | | | | | | | | | |
| Schottenfeld notes | 12,500 | | (240) | | 0 | | 12,260 | | | 20,350 | | (1,315) | | 0 | | 19,035 | |
| Ginkgo note | 12,000 | | 0 | | 0 | | 12,000 | | | 12,000 | | (3,139) | | 0 | | 8,861 | |
| Nikko notes | 2,802 | | (759) | | 0 | | 2,043 | | | 14,318 | | (901) | | 0 | | 13,417 | |
| Other loans payable | 1,227 | | 0 | | 0 | | 1,227 | | | 1,828 | | 0 | | 0 | | 1,828 | |
| 28,529 | | (999) | | 0 | | 27,530 | | | 48,496 | | (5,355) | | 0 | | 43,141 | |
| Related party loans payable | | | | | | | | | |
| DSM notes | 33,000 | | (2,443) | | 0 | | 30,557 | | | 33,000 | | (4,621) | | 0 | | 28,379 | |
| Naxyris note | 23,914 | | (493) | | 0 | | 23,421 | | | 24,437 | | (822) | | 0 | | 23,615 | |
| Foris notes | 5,000 | | 0 | | 0 | | 5,000 | | | 115,351 | | (9,516) | | 0 | | 105,835 | |
| 61,914 | | (2,936) | | 0 | | 58,978 | | | 172,788 | | (14,959) | | 0 | | 157,829 | |
| Total debt | $ | 170,504 | | $ | (3,935) | | $ | 96,490 | | 263,059 | | | $ | 297,462 | | $ | (20,314) | | $ | (15,376) | | 261,772 | |
| Less: current portion | | | | (77,437) | | | | | | (63,805) | |
| Long-term debt, net of current portion | | | | $ | 185,622 | | | | | | $ | 197,967 | |
The adoption of ASU 2020-06 on January 1, 2022, in connection with the 2026 Convertible Senior Notes, decreased additional paid-in capital by $368.0 million, increased debt by the same amount, and decreased the accumulated deficit by $6.0 million for debt discount accretion expense that was recorded prior to adoption.
Amendment to Foris Convertible Note
On June 30, 2022, the Company and Foris Ventures, LLC entered into an agreement to extend the maturity of the convertible note from July 1, 2022 to July 1, 2023. The amendment was accounted for as a debt modification and the note is classified as noncurrent.
Issuance of Foris Senior Note
In September 2022, the Company issued an $80.0 million secured term note to Foris. The note accrues interest at 7.0% per annum, which is capitalized as additional principal on a monthly basis. Principal and capitalized accrued interest is payable in tranches in April 2023, January 2024, and June 2024. As part of the arrangement, the Company issued 2,046,036 of common stock warrants at an exercise price of $3.91 to Foris with a term of three years. The warrants qualified for equity accounting treatment with a fair value at issuance of $5.8 million, which was recorded as debt discount. The debt discount also includes debt issuance costs that are being accreted over the term of the note.
Issuance of DSM Term Loan
On October 11, 2022, Amyris entered into a secured term loan facility with DSM Finance for $100.0 million to be used for general corporate purposes, consisting of three tranches: a $50.0 million tranche drawn on October 11, 2022 ("Tranche 1"), a $25.0 million tranche drawn on November 7, 2022 ("Tranche 2"), and a $25.0 million tranche drawn on December 12 and 13, 2022 ("Tranche 3").
The obligations under the DSM Term Loan are guaranteed by certain Amyris subsidiaries, and secured by a perfected security interest in certain payment obligations due to Amyris from DSM.
The term loan will amortize as follows: (a) $25 million on the earlier of June 30, 2023 or the consummation of the Company's sale, assignment, or licensing certain of its cosmetic ingredients businesses to Givaudan (see Note 16, Subsequent Events); (b) $25 million on October 11, 2023, (c) $25 million on October 11, 2024, and (d) $25 million on October 11, 2025; provided that the total amortization amount on any of the foregoing dates shall be reduced by the amount of any DSM Earn-Outs due to Amyris from DSM Nutritional during the one-year period prior to such dates. Tranche 1, Tranche 2 and Tranche 3 will accrue interest at a 9%, 9% and 12% annual interest rate, with quarterly interest payments due in cash. Amyris paid DSM Finance an upfront structuring fee of $5.1 million. In addition, the arrangement gives DSM a $4 million credit to be applied against R&D services that the Company will provide to DSM.
Prepayment of the outstanding amounts under the secured term loan facility will be required upon any DSM Earn-Outs becoming due from DSM Nutritional to Amyris and, after prepayment of $30.0 million of Amyris’s existing indebtedness with Foris Ventures, LLC, on a pro rata basis concurrently with any prepayments of outstanding indebtedness with Foris Ventures, LLC, upon the occurrence of certain events.
The prepayment feature is considered an embedded derivative in the DSM Note to be bifurcated from and separately accounted for as a derivative liability, with an offset to debt discount on the DSM Note. The Company measured the fair value of the embedded feature at $5.4 million.
Both DSM Finance and DSM Nutritional are affiliates of DSM International B.V., which is a shareholder of the Company and affiliated with Philip Eykerman, a member of the Company’s Board of Directors.
Future Minimum Payments
Future minimum payments under the debt agreements as of December 31, 20202022 are as follows:
| Years ending December 31
(In thousands) | Years ending December 31
(In thousands) | Convertible Notes | Loans Payable and Credit Facilities | Related Party Convertible Notes | Related Party Loans Payable and Credit Facilities | Total | Years ending December 31
(In thousands) | Convertible Notes | Loans Payable and Credit Facilities | Related Party Convertible Notes | Related Party Loans Payable and Credit Facilities | Total |
| 2021 | $ | 33,897 | | $ | 4,249 | | $ | 0 | | $ | 31,823 | | $ | 69,969 | | |
| 2022 | 0 | | 14,769 | | 59,578 | | 40,940 | | 115,287 | | |
| 2023 | 2023 | 0 | | 12,899 | | 0 | | 0 | | 12,899 | | 2023 | $ | 10,350 | | $ | 1,921 | | $ | 62,622 | | $ | 89,406 | | $ | 164,299 | |
| 2024 | 2024 | 0 | | 398 | | 0 | | 0 | | 398 | | 2024 | 10,350 | | — | | — | | 85,449 | | 95,799 | |
| 2025 | 2025 | 0 | | 396 | | 0 | | 0 | | 396 | | 2025 | 10,350 | | — | | — | | 27,406 | | 37,756 | |
| 2026 | | 2026 | 700,379 | | — | | — | | — | | 700,379 | |
| 2027 | | 2027 | — | | — | | — | | — | | — | |
| Thereafter | Thereafter | 0 | | 1,472 | | 0 | | 0 | | 1,472 | | Thereafter | — | | — | | — | | — | | — | |
| Total future minimum payments | Total future minimum payments | 33,897 | | 34,183 | | 59,578 | | 72,763 | | 200,421 | | Total future minimum payments | 731,429 | | 1,921 | | 62,622 | | 202,261 | | 998,233 | |
Less: amount representing interest(1) | Less: amount representing interest(1) | (3,877) | | (5,654) | | (9,537) | | (10,849) | | (29,917) | | Less: amount representing interest(1) | (41,429) | | (4) | | (12,581) | | (15,173) | | (69,187) | |
| Less: future conversion of accrued interest to principal | Less: future conversion of accrued interest to principal | 0 | | 0 | | 0 | | 0 | | 0 | | Less: future conversion of accrued interest to principal | — | | — | | — | | (5,999) | | (5,999) | |
| Present value of minimum debt payments | Present value of minimum debt payments | 30,020 | | 28,529 | | 50,041 | | 61,914 | | 170,504 | | Present value of minimum debt payments | 690,000 | | 1,917 | | 50,041 | | 181,089 | | 923,047 | |
| Less: current portion of debt principal | Less: current portion of debt principal | (30,020) | | (1,495) | | 0 | | (25,000) | | (56,515) | | Less: current portion of debt principal | — | | (1,917) | | (50,041) | | (76,750) | | (128,708) | |
| Noncurrent portion of debt principal | Noncurrent portion of debt principal | $ | 0 | | $ | 27,034 | | $ | 50,041 | | $ | 36,914 | | $ | 113,989 | | Noncurrent portion of debt principal | $ | 690,000 | | $ | — | | $ | — | | $ | 104,339 | | $ | 794,339 | |
______________
(1) Excluding net debt discount of $3.9$34.0 million that will be amortizedaccreted to interest expense over the term of the debt.
Exchange of Senior Convertible Notes
On January 14, 2020, the Company completed the exchange of the Company’s $66 million Senior Convertible Notes (or the Prior Notes), pursuant to separate exchange agreements (the Exchange Agreements) with certain private investors (the Holders), for (i) new senior convertible notes in an aggregate principal amount of $51 million (the New Notes or Senior Convertible Notes), (ii) an aggregate of 2,742,160 shares of common stock (the Exchange Shares), (iii) rights (the Rights) to
acquire up to an aggregate of 2,484,321 shares of common stock (the Rights Shares), (iv) warrants (the Warrants) to purchase up to an aggregate of 3,000,000 shares of common stock (the Warrant Shares) at an exercise price of $3.25 per share, with an exercise term of two years from issuance, (v) accrued and unpaid interest on the Senior Convertible Notes (payable on or prior to January 31, 2020) and (vi) cash fees in an aggregate amount of $1.0 million (payable on or prior to January 31, 2020). The Exchange Shares and Warrants were issued on January 14, 2020. The unpaid interest and cash fees were paid in accordance with the Exchange Agreements. The Rights were exercised by the Holder and common stock shares issued by the Company according to the terms of the Senior Convertible Notes on February 24, 2020.
The New Notes have substantially similar terms as the Prior Notes, except under the New Notes (i) the requirement to redeem an aggregate principal amount of $10 million on December 31, 2019 was eliminated, (ii) the Company would be required to redeem the New Notes in an aggregate amount of $10 million following the receipt by the Company of at least $80 million of aggregate net cash proceeds from one or more financing transactions, and at a price of 107% of the amount being redeemed, (iii) the financing activity requirement was reduced such that the Company would be required to raise aggregate net cash proceeds of $50 million from one or more financing transactions by January 31, 2020, (iv) the Company would have until January 31, 2020 to comply with certain covenants related to the repayment, conversion or exchange into equity or amendment of certain outstanding indebtedness of the Company, and (v) the deadline for the Company to seek stockholder approval for the Holders to exceed a 19.99% stock exchange ownership limitation (the Stockholder Approval) would be extended from January 31, 2020 to March 15, 2020.
Due to multiple changes in key provisions of the Prior Notes, the Company analyzed the before and after cash flows between the (i) fair value of the New Notes and (ii) reacquisition price of the Prior Notes resulting from the (A) decreased principal from $66 million to $51 million, (B) fair value of the Exchange Shares, (C) fair value of the Rights, (D) fair value of the Warrants and (E) cash fees to be paid prior to January 31, 2020 to determine whether these changes resulted in a modification or extinguishment of the Prior Notes. Based on the before and after cash flows of each note, the change was significantly different. Consequently, the Exchange Agreements were accounted for as a debt extinguishment of the Prior Notes and a new debt issuance of the New Notes. The Company recorded a $5.3 million loss upon extinguishment of debt in the three months ended March 31, 2020, which was comprised of the $4.1 million fair value of the Warrants (considered a non-cash fee paid to the lender), the $1.0 million cash fee and $0.2 million excess fair value of the Exchange Shares and the Rights Shares over the contractual value. See Note 6, “Stockholders’ Deficit” for further information on the accounting treatment of the Exchange Shares and the Rights Shares upon issuance of the New Notes. Also, see Note 3, “Fair Value Measurement” for more information regarding the valuation methodology used to determine the fair value of the Warrants.
The Company elected to account for the New Notes at fair value, as of the January 14, 2020 issuance date. Management believes that the fair value option better reflects the underlying economics of the Senior Convertible Notes, which contain multiple embedded derivatives. Under the fair value election, changes in fair value will be reported in the consolidated statements of operations as "Gain (loss) from change in fair value of debt" in each reporting period subsequent to the issuance of the New Notes. For the three months ended March 31, 2020, the Company recorded a loss of $1.1 million, which is shown as Fair Value Adjustment in the table at the beginning of this Note 4. See Note 3, "Fair Value Measurement" for information about the assumptions that the Company used to measure the fair value of the Senior Convertible Notes.
On February 18, 2020, the Company and the Holders entered into separate waiver and forbearance agreements, (the W&F Agreements), pursuant to which the Holders agreed to, for 60 days following the date of the W&F Agreement, except in case of early termination of the W&F Agreement or, solely with respect to the Stockholder Approval if the other defaults described below have been cured on or prior to the date that is 60 days following the date of the W&F Agreement, until May 31, 2020 (the W&F Period), and in each case subject to certain conditions to effectiveness contained in the W&F Agreement, (i) forbear from exercising certain of their rights and remedies with respect to certain defaults by the Company, including, but not limited to, the Company's failure, on or before January 31, 2020, (A) to receive aggregated net cash proceeds of not less than $50 million from one or more financing transactions, (B) to repay in full or convert into equity the $20.4 million of indebtedness outstanding under the Schottenfeld Credit Agreements (discussed under the Schottenfeld Forbearance Agreement below) or amend all such indebtedness outstanding to fit within the definition of permitted indebtedness of the New Notes, and certain other events of default, and (ii) waive any event of default for (A) violations of the minimum liquidity covenant since December 31, 2019 and (B) failure to obtain the Stockholder Approval prior to March 15, 2020.
In addition, pursuant to the W&F Agreements, the Company and the Holders agreed that (i) the New Note amortization payment due on March 1, 2020 would be in the aggregate amount of $10.0 million (the Amortization Payment), split proportionally among the Holders, and that the Company would elect to pay such amortization payment in shares of Common Stock in accordance with the terms of the New Notes, provided however, that: (A) the Amortization Stock Payment Price (as defined in the New Notes) would be $3.00, (B) the Amortization Share Payment Period (as defined in the New Notes) with respect to the Amortization Payment would end on April 30, 2020 rather than March 31, 2020; and (C) in the event that Holder
did not elect to receive the full Amortization Share Amount (as defined in the New Notes) during such Amortization Share Payment Period, then the Amortization Payment would be automatically reduced by the portion of such Amortization Payment not received by the Holder, (ii) there would be no amortization payment due on April 1, 2020, and (iii) the amortization payment due on May 1, 2020 would be in the aggregate amount of $8.9 million split proportionally among the Holders. The W&F Agreements were accounted for as a debt modification, as the before and after cash flows were not significantly different.
Amendment to Senior Convertible Notes
On May 1, 2020, the Company and the holders of the Senior Convertible Notes entered into separate amendments to the New Notes and the W&F Agreements (Note Amendment), pursuant to which the Company and the Holders agreed: (i) to amend the maturity date of the New Notes from September 30, 2022 to June 1, 2021 (Maturity Date); (ii) to remove from the New Notes all equity triggering provisions that allowed the Holders to convert the notes at a reduced conversion price in certain circumstances other than events of default; (iii) that the Company would no longer be required to redeem the New Notes in an aggregate amount of $10 million following the receipt by the Company of at least $80 million of aggregate net cash proceeds from one or more financing transactions; (iv) that interest payments would be due quarterly (as opposed to monthly), starting on August 1, 2020; (v) that an aggregate amortization payment of approximately $16.4 million (split proportionally among the Holders) would be due on or before the earlier of May 31, 2020 and the date on which the Company receives at least $50 million of aggregate net proceeds in an offering of securities (Amended May Amortization), an amortization payment of $5 million (to the largest Holder) would be due on December 1, 2020 unless the Company receives at least $50 million of aggregate net cash proceeds from one or more financing transactions after May 1, 2020, and no other amortization payment would be due prior to the Maturity Date; (vi) to reduce the conversion price of the New Notes from $5.00 to $3.50; (vii) to reduce the redemption price with respect to optional redemptions by the Company prior to October 1, 2020 to 100%, prior to December 31, 2020 to 105% and to 110% thereafter (as opposed to 115%), of the amount being redeemed; and (viii) that an aggregate of 2,836,364 shares of Common Stock held by the Holders would not be considered as Pre-Delivery Shares (issued in connection with the November 15, 2019 Senior Convertible Notes Due 2022 and as defined in the New Notes) and would be subject to certain selling restrictions until June 15, 2020, and that an aggregate of 1,363,636 Pre-Delivery Shares held by certain Holders would be promptly returned to the Company. These Pre-Delivery Shares were returned to the Company on May 5, 2020 and May 6, 2020. The Company paid $16.4 million on June 1, 2020 to satisfy the required amortization payment and is no longer required to make the $5.0 million amortization payment on December 1, 2020. On June 4, 2020, the Company released an additional 700,000 Pre-Delivery Shares to the largest Holder in connection with the Second Amendment to New Notes and the W&F Agreements. The Company recorded $10.5 million of additional interest expense, representing the fair value of the 3,536,364 Pre-Delivery Shares released to the Holders.
Further, in connection with the Note Amendment, the Company and the Holders entered into certain warrant amendment agreements pursuant to which (i) the exercise price of the warrants issued on January 14, 2020 in connection with the Exchange of the Senior Convertible Notes was reduced to $2.87 per share, from $3.25, with respect to an aggregate of 2,000,000 warrant shares; (ii) the exercise price of a warrant to purchase 960,225 shares of the Company’s Common Stock issued to one of the Holders on May 10, 2019 was reduced to $2.87 per share, from $5.02, and the exercise term of such warrant was extended to January 31, 2022, from May 10, 2021; and (iii) the exercise term of a right to purchase 431,378 shares of the Company’s Common Stock issued to one of the Holders on January 31, 2020 was extended to January 31, 2022, from January 31, 2021. See Note 6, “Stockholders’ Deficit” for more information regarding the accounting treatment of these warrant modifications.
The Company has elected to account for the Senior Convertible Notes at fair value, as of the issuance date. Management believes that the fair value option better reflects the underlying economics of the Senior Convertible Notes, which contain multiple embedded derivatives. Under the fair value election, changes in fair value will be reported in the consolidated statements of operations as "Gain (loss) from change in fair value of debt" in each reporting period subsequent to the issuance of the Senior Convertible Notes. For the year ended December 31, 2020, the Company recorded a loss of $38.7 million, which is shown as Fair Value Adjustment in the table at the beginning of this Note 4. See Note 3, "Fair Value Measurement" for information about the assumptions that the Company used to measure the fair value of the Senior Convertible Notes.
2014 Rule 144A Note Exchange and Extensions – Total, Related Party
On March 11, 2020, the Company and Total entered into a Senior Convertible Note Maturity Extension Agreement (the Extension Agreement) due to the Company’s failure to pay the $10.2 million principal amount due under the December 20, 2019 reissued 2014 Rule 144A Convertible Notes that matured on January 31, 2020. The Extension Agreement resulted in the reissuance and extension of the December 20, 2019 promissory note to March 31, 2020. Under the terms of the extension agreement, the Company paid Total $1.5 million to satisfy all accrued but unpaid interest and to reduce the principal balance
of the reissued note by $1.1 million. The reissued note: (i) had a maturity date of March 31, 2020, (ii) had a $9.1 million principal amount due, (iii) accrued interest at a rate of 12.0% per annum, and (iv) had terms substantially identical to the December 20, 2019 promissory note. The Extension Agreement was accounted for as a debt modification, as the before and after cash flows were not significantly different.
On April 6, 2020, the Company and Total entered into a Senior Convertible Note Maturity Extension Agreement to extend the maturity date of the 2014 Rule 144A Convertible Note to April 30, 2020 and reduce the conversion price of the 2014 Rule 144A Convertible Note to $2.87 per share. Effective April 30, 2020, the Company and Total entered into a subsequent Senior Convertible Note Maturity Extension Agreement to extend the maturity date of the 2014 Rule 144A Convertible Note to the earlier of the day the Company receives cash proceeds from any private placement of its equity and/or equity-linked securities, and May 31, 2020. The 2014 Rule 144A Convertible Note was reissued as a result of such extensions with terms substantially identical to the previously issued promissory notes. On June 2, 2020, Total elected to convert all the outstanding principal and interest due under the 2014 Rule 144A Convertible Note totaling $9.3 million into 3,246,489 shares of common stock. Upon conversion, the $9.3 million debt principal and interest balance and the $6.5 million derivative liability balance related to the fair value of the conversion option was derecognized into additional paid in capital. See Note 3, “Fair Value Measurement” for more information regarding the accounting treatment of the embedded conversion option and subsequent conversion price reduction.
Foris Debt Transactions—Related Party
The Company has loans payable to Foris Ventures, LLC (Foris) with a total principal balance of $55.0 million at December 31, 2020. Foris is an entity affiliated with director John Doerr of Kleiner Perkins Caufield & Byers, a current stockholder, and an owner of greater than five percent of the Company’s outstanding common stock. The notes payable to Foris are comprised of the following (amounts in thousands):
| | | | | | | | | | | | | | | | | |
| Description | Date Issued | Original Loan Amount | Balance at December 31, 2020 | Interest Rate per Annum | Maturity Date |
| Foris Convertible Note | June 1, 2020 | $ | 50,041 | | $ | 50,041 | | 6% | July 1, 2022 |
| Foris $5M Note | April 29, 2020 | 5,000 | | 5,000 | | 12% | December 31, 2022 |
| | $ | 55,041 | | $ | 55,041 | | | |
Debt Equitization – Foris, Related Party
At December 31, 2019, the Company had two loans payable to Foris with a total principal balance of $110.0 million, excluding capitalized interest of $5.3 million. The first loan (Foris $19 million Note) was a $19 million unsecured borrowing that accrued interest at 12% per annum and matures on January 1, 2023. The second loan (Foris LSA) is a $91.0 million secured borrowing that accrues interest at 12.5% per annum and matured on March 1, 2023. The Foris LSA required quarterly principal payments and monthly interest payments. See Amendment No. 1 to Amended and Restated LSA — Foris, Related Party below for more information on the maturity date and payment terms of the Foris LSA.
On January 31, 2020, the Company completed a series of equity transactions with Foris that resulted in the Company (i) reducing its aggregate debt principal with Foris by $60.0 million and accrued interest and fees due to Foris by $9.9 million (including $5.4 million of capitalized interest), (ii) issuing an aggregate of 19,287,780 shares of common stock as a result of the exercise of outstanding warrants at a weighted average exercise price of approximately $2.84 per share for an aggregate of $54.8 million, (iii) issuing an aggregate of 5,279,171 shares of common stock at $2.87 per share for an aggregate of $15.1 million in a private placement, and (iv) issuing rights (the Rights) to purchase an aggregate of 8,778,230 shares of common stock, at an exercise price of $2.87 per share, for an exercise term of 12 months. The exercise price of the outstanding warrants and the purchase price of the private placement common stock was paid through the cancellation of principal and accrued interest and fees totaling $69.9 million. See Note 6, “Stockholders’ Deficit” for information on the accounting treatment of the various equity related instruments.
As a result of the transaction described above, on January 31, 2020, the principal balance of the Foris $19 million Note and accrued but unpaid interest was fully settled through the exercise price of certain of outstanding warrants. Upon settlement of the Foris $19 million Note, the Company recorded a $5.7 million loss upon extinguishment debt, which was comprised of $6.1 million of unaccreted discount, less the $0.4 million fair value of the extinguished bifurcated derivative liability.
In addition, this series of equity transactions directly impacted the cash flows of the Foris LSA and, as a result, the Company analyzed the before and after cash flows resulting from the significant decrease in principal, the warrant exercise
price modifications and the issuance rights to purchase additional shares of common stock at $2.87, to determine whether these changes result in a modification or extinguishment of the Foris LSA. Based on the before and after cash flows, the change was significantly different. Consequently, the accelerated paydown of the Foris LSA loan balance through the exercise price of the remaining outstanding warrants and the purchase price of the private placement common stock was accounted for as a debt extinguishment and a new debt issuance. The Company recorded a $10.4 million loss upon extinguishment of debt, which was comprised of $8.9 million fair value of the Rights and $3.1 million of unaccreted discount, less the $1.6 million fair value of the extinguished bifurcated derivative liability. See Note 6, “Stockholders’ Deficit” for further information on the valuation methodology and related accounting treatment of the Rights. In recording the new debt issuance, the Company capitalized $0.7 million for the initial fair value of the embedded mandatory redemption feature as a debt discount to be amortized to interest expense under the effective interest method over the term of the remaining term of the new debt issuance.
Amendment No. 1 to Foris LSA (Foris Convertible Note) — Related Party
On June 1, 2020, the Company and Foris entered into Amendment No. 1 to the Foris LSA (LSA Amendment), pursuant to which: (i) the interest rate applicable to the then outstanding secured indebtedness (Secured Indebtedness) was amended from and after June 1, 2020 to a per annum rate of interest equal to 6.00% (previously 12.5%), (ii) the Company shall not be required to make any interest payments outstanding as of May 31, 2020 or accruing thereafter prior to July 1, 2022 (previously due monthly), (iii) the quarterly principal amortization payments were eliminated and all outstanding principal under the LSA Amendment became due on July 1, 2022, and (iv) Foris shall have the option, in its sole discretion, to convert all or portion of the Secured Indebtedness, including accrued interest, into shares of common stock at a $3.00 conversion price (Conversion Option), subject to the Company’s stockholder approval to issue shares of common stock upon exercise of the Conversion Option in accordance with applicable rules and regulations of the Nasdaq Stock Market, including Nasdaq Listing Standard Rule 5635(d); for which stockholder approval was obtained on August 14, 2020.
The Company analyzed the before and after cash flows resulting from the LSA Amendment to determine whether these changes result in a modification or extinguishment of the Foris LSA. Based on the before and after cash flows, the change was significant. Consequently, the LSA Amendment was accounted for as a debt extinguishment and a new debt issuance. The Company elected to account for the new debt issuance under the fair value option and recorded a $22.0 million loss upon extinguishment of the Foris LSA, representing the difference between the carrying value of the Foris LSA prior to the modification and the $72.1 million reacquisition price of the Foris LSA (which is the fair value of the LSA Amendment with the conversion option). Management believes the fair value option best reflects the underlying economics of the LSA Amendment, which contains embedded derivatives, a conversion option requiring bifurcation and a beneficial conversion feature. Under the fair value election, changes in fair value will be reported in the consolidated statements of operations as "Gain (loss) from change in fair value of debt" in each reporting period subsequent to the issuance of the LSA Amendment (Foris Convertible Note). The Company also recorded gains of $23.1 million and $13.6 million for the three and nine months ended September 30, 2020 related to the change in fair value of the LSA Amendment (Foris Convertible Note) after the June 1, 2020 issuance date, which is shown as Fair Value Adjustment in the table at the beginning of this Note 4. See Note 3, "Fair Value Measurement" for information about the assumptions that the Company used to measure the fair value of the LSA Amendment (Foris Convertible Note).
Foris $5 Million Note – Related Party
On April 29, 2020, the Company borrowed $5.0 million from Foris, an entity affiliated with director John Doerr and which beneficially owns greater than 5% of the Company’s outstanding common stock. The note is unsecured and accrues interest at 12% per annum. Principal and interest will be payable at maturity, on December 31, 2022.
Naxyris LSA – Related Party
On August 14, 2019, the Company, certain of the Company’s subsidiaries (the Subsidiary Guarantors) and, as lender, Naxyris, an existing stockholder of the Company and an investment vehicle owned by Naxos Capital Partners SCA Sicar, which is affiliated with NAXOS S.A.R.L. (Switzerland), for which director Carole Piwnica serves as director, entered into a Loan and Security Agreement (the Naxyris Loan Agreement) to make available to the Company a secured term loan facility in an aggregate principal amount of up to $10.4 million (the August 2019 Naxyris Loan), which the Company borrowed in full on August 14, 2019. In connection with the funding of the August 2019 Naxyris Loan, the Company paid Naxyris an upfront fee of $0.4 million.
Loans under the August 2019 Naxyris Loan have a maturity date of July 1, 2022 and accrue interest at a rate per annum equal to the greater of (i) 12% or (ii) the rate of interest payable with respect to any indebtedness of the Company plus 25 basis
points, which interest will be payable monthly in arrears, provided that all interest accruing from and after August 14, 2019 through December 1, 2019 shall be due and payable on December 15, 2019.
The obligations of the Company under the Naxyris Loan Agreement are (i) guaranteed by the Subsidiary Guarantors and (ii) secured by a perfected security interest in substantially all of the assets of the Company and the Subsidiary Guarantors (the Collateral), junior in payment priority to Foris subject to certain limitations and exceptions, as well as the terms of the Intercreditor Agreement.
Mandatory prepayments of the outstanding amounts under the August 2019 Naxyris Loan will be required upon the occurrence of certain events, including asset sales, a change in control, and the incurrence of additional indebtedness, subject to certain exceptions and reinvestment rights. Outstanding amounts under the August 2019 Naxyris Loan must also be prepaid to the extent that the borrowing base exceeds the outstanding principal amount of the loans under the August 2019 Naxyris Loan. In addition, the Company may at its option prepay the outstanding principal amount of the loans under the August 2019 Naxyris Loan in full before the maturity date. Any prepayment of the loans under the August 2019 Naxyris Loan prior to the maturity date, whether pursuant to a mandatory or optional prepayment, is subject to a prepayment charge equal to one year’s interest at the then-current interest rate for the August 2019 Naxyris Loan. Upon any repayment of the loans under the August 2019 Naxyris Loan, whether on the maturity date or earlier pursuant to an optional or mandatory prepayment, the Company will pay Naxyris an end of term fee based on a percentage of the aggregate amount borrowed. In addition, (i) the Company will be required to pay a fee equal to 6% of any amount the Company fails to pay within three business days of its due date and (ii) any interest that is not paid when due will be added to principal and will accrue compound interest at the applicable rate.
The August 2019 Naxyris Loan contains customary affirmative and negative covenants and financial covenants, including covenants related to minimum revenue, minimum liquidity and minimum asset coverage requirements.
The August 2019 Naxyris Loan also contained a mandatory redemption feature that was not clearly and closely related to the debt host instrument, and thus, required bifurcation and separate accounting as a derivative liability. The embedded feature had an initial fair value of $0.3 million and was recorded as a derivative liability and a debt discount to be amortized to interest expense under the effective interest method over the term of the August 2019 Naxyris Loan. See Note 3, “Fair Value Measurement” for information regarding the fair value measurement and subsequent accounting for the embedded mandatory redemption feature.
In connection with the entry into the August 2019 Naxyris Loan, on August 14, 2019 the Company issued to Naxyris a warrant (the Naxyris LSA Warrant) to purchase up to 2.0 million shares of common stock at an exercise price of $2.87 per share, with an exercise term of two years from issuance. See Note 6, “Stockholders’ Deficit” for information regarding the fair value measurement and issuance of this warrant. The warrant had a $4.0 million fair value and a $3.0 million relative fair value after allocating the August 2019 Naxyris Loan proceeds to the $0.3 million fair value of the embedded mandatory redemption feature contained in the August 2019 Naxyris Loan, and allocating on a residual basis, to the relative fair values of the August 2019 Naxyris Loan and the Naxyris LSA Warrant. The $3.0 million relative fair value of the Naxyris LSA Warrant was recorded as an increase to additional paid in capital and as a debt discount to be amortized to interest expense under the effective interest method over the term of the August 2019 Naxyris Loan.
In addition to the $3.0 million relative fair value of the Naxyris LSA Warrant and the $0.3 million fair value of the embedded mandatory redemption feature, the August 2019 Naxyris Loan contained $0.4 million original issue discount, $0.5 million mandatory end of term fee and $0.3 million of issuances costs, all totaling $4.5 million. All such amounts were recorded as a debt discount to be amortized to interest expense over the term of the August 2019 Naxyris Loan.
Naxyris LSA Amendment – Related Party
On October 28, 2019, the Company, the Subsidiary Guarantors and Naxyris amended and restated the Naxyris Loan Agreement (the A&R Naxyris LSA), pursuant to which the maximum loan commitment of Naxyris under the Naxyris Loan Agreement was increased by $10.4 million. On October 29, 2019, the Company borrowed an additional $10.4 million (the October 2019 Naxyris Loan) from Naxyris under the A&R Naxyris LSA, which is subject to the terms and provisions of the A&R Naxyris LSA, including the lien on substantially all of the assets of the Company and the Subsidiary Guarantors. Also, under the terms of A&R Naxyris LSA, the Company owes a 5% end of term fee on the October 2019 Naxyris Loan amount and a $2.0 million term loan fee, both of which are due at July 1, 2022 maturity or upon full repayment of the amounts borrowed under the A&R Naxyris LSA. Also, the Company paid Naxyris an upfront fee of $0.4 million at the funding date of the October 2019 Naxyris Loan. After giving effect to the October 2019 Naxyris Loan amount, there is $24.4 million aggregate principal amount of loans outstanding under the A&R Naxyris LSA.
Also, in connection with the entry into the A&R Naxyris LSA, on October 28, 2019 the Company issued to Naxyris a warrant to purchase up to 2.0 million shares of common stock, at an exercise price of $3.87 per share, with an exercise term of two years from issuance (the October 2019 Naxyris Warrant). The warrant had a $3.6 million fair value and a $2.8 million relative fair value after allocating the October 2019 Naxyris Loan proceeds to the $0.5 million fair value of the embedded mandatory redemption feature contained in the October 2019 Naxyris Loan, and allocating on a residual basis, to the relative fair values of the October 2019 Naxyris Loan and the October 2019 Naxyris Warrant. The $2.8 million relative fair value of the October 2019 Naxyris Warrant was recorded as an increase to additional paid in capital and as a loss on debt extinguishment (as discussed below).
Due to changes in key terms of the Naxyris Loan Agreement through the addition of the October 2019 Naxyris Loan, the Company analyzed the before and after cash flows under the August 2019 Naxyris Loan and October 2019 Naxyris Loan in order to determine if these changes result in a modification or extinguishment of the original Naxyris Loan Agreement. Based on the combined before and after cash flows related to the increased principal balance, increased end of term fees and the fair value of new warrants provided to Naxyris, the Company determined that the change in cash flows were significantly different. Consequently, the October 2019 Naxyris Loan was accounting for as a debt extinguishment and new debt issuance. The Company recorded a $9.7 million loss on extinguishment comprised of (i) $4.0 million of unamortized debt discount, net of the $0.3 million fair value of the bifurcated embedded mandatory redemption feature, (ii) $2.9 million of original issue discount and end of term fees and (iii) the $2.8 million fair value of the October 2019 Naxyris Warrant (a non-cash fee paid to the lender).
The October 2019 Naxyris Loan contained a mandatory redemption feature that was not clearly and closely related to the debt host instrument, and thus, required bifurcation and separate accounting as a derivative liability. The embedded feature had an initial fair value of $0.5 million and was recorded as a derivative liability and a debt discount to be amortized to interest expense under the effective interest method over the term of the new debt issuance. See Note 3, “Fair Value Measurement” for information regarding the fair value measurement and subsequent accounting for the embedded mandatory redemption feature. The Company also capitalized $0.4 million of legal fees related to the October 2019 Naxyris Loan as a debt discount.
DSM Credit Agreements—Related Party
DSM $25 Million Note
In December 2017, the Company and DSM entered into a credit agreement (the DSM Credit Agreement) to make available to the Company an unsecured credit facility of $25.0 million. On December 28, 2017, the Company borrowed $25.0 million under the DSM Credit Agreement, representing the entire amount available thereunder, and issued a promissory note to DSM in an equal principal amount (the DSM Note). The Company used the proceeds of the amounts borrowed under the DSM Credit Agreement to repay all outstanding principal under a promissory note in the principal amount of $25.0 million issued to Guanfu Holding Co., Ltd. in December 2016. Given multiple elements in the arrangements with DSM, the Company fair valued the DSM Note to determine the arrangement consideration that should be allocated to the DSM Note. The fair value of the DSM Note was discounted using a Company specific weighted average cost of capital rate that resulted in a debt discount of $8.0 million. The debt discount is being amortized over the loan term using the effective interest method.
The DSM Note (i) is an unsecured obligation of the Company, (ii) matures on December 31, 2021 and (iii) accrues interest from and including December 28, 2017 at 10% per annum, payable quarterly. The DSM Note may be prepaid in full or in part at any time without penalty or premium. The DSM Credit Agreement and the DSM Note contain customary terms, covenants and restrictions, including certain events of default after which the DSM Note may become due and payable immediately.
DSM $8 Million Note
On September 17, 2019, the Company and DSM entered into a credit agreement (the 2019 DSM Credit Agreement) to make available to the Company a secured credit facility in an aggregate principal amount of $8.0 million, to be issued in separate installments of $3.0 million, $3.0 million and $2.0 million, respectively, with each installment being subject to certain closing conditions, including the payment of certain existing obligations of the Company to DSM. On September 17, 2019, the Company borrowed the first installment of $3.0 million under the 2019 DSM Credit Agreement, all of which proceeds were used to pay certain existing obligations of the Company to DSM, and issued to DSM a promissory note in the principal amount of $3.0 million. On September 19, 2019, the Company borrowed the second installment of $3.0 million under the 2019 DSM Credit Agreement, all of which proceeds were used to pay certain existing obligations of the Company to DSM, and issued to DSM a promissory note in the principal amount of $3.0 million. On September 23, 2019, the Company borrowed the final
installment of $2.0 million under the 2019 DSM Credit Agreement, $1.5 million of which proceeds were used to pay certain existing obligations of the Company to DSM, and issued to DSM a promissory note in the principal amount of $2.0 million. The promissory notes issued under the 2019 DSM Credit Agreement (i) mature on August 7, 2022, (ii) accrue interest at a rate of 12.5% per annum from and including the applicable date of issuance, which interest is payable quarterly in arrears on each January 1, April 1, July 1 and October 1, beginning January 1, 2020, and (iii) are secured by a first-priority lien on certain Company intellectual property licensed to DSM. The Company may at its option repay the amounts outstanding under the 2019 DSM Credit Agreement before the maturity date, in whole or in part, at a price equal to 100% of the amount being repaid plus accrued and unpaid interest on such amount to the date of repayment. In addition, the Company is required to repay the amounts outstanding under the 2019 DSM Credit Agreement (i) in an amount equal to the gross cash proceeds, if any, received by the Company upon the exercise by DSM of any of the common stock purchase warrants issued by the Company to DSM on May 11, 2017 or August 7, 2017 (see Note 6, “Stockholders’ Deficit”) and (ii) in full upon the request of DSM at any time following the receipt by the Company of at least $50.0 million of gross cash proceeds from one or more sales of equity securities of the Company on or prior to June 30, 2020. In connection with issuance of the 2019 DSM Credit Agreement, the Company incurred $0.3 million of legal fees which were recorded as a debt discount to be amortized as interest expense under the effective interest method over the term of the 2019 DSM Credit Agreement.
Schottenfeld Forbearance Agreement
The Company, Schottenfeld Group LLC (Schottenfeld) and certain of its affiliates (collectively, the Lenders) are parties (i) to certain Credit Agreements, each dated September 10, 2019 (collectively, the September Credit Agreements) and (ii) to a Credit and Security Agreement, dated November 14, 2019 (the CSA, and collectively with the September Credit Agreements, the Credit Agreements), pursuant to which the Company issued to the Lenders certain notes (the September Notes and the November Notes, respectively, and collectively, the Schottenfeld Notes) and warrants (the September Warrants and the November Warrants, respectively, and collectively, the Schottenfeld Warrants) to purchase shares (the Warrant Shares) of the Company’s common stock. See Note 6, “Stockholders’ Deficit” for further information. At December 31, 2020, indebtedness under the September Notes totals $12.5 million, accrues interest at 12% per annum and matures on January 1, 2023. Indebtedness under the November Notes total $7.9 million, accrued interest at 12% per annum and originally matured on January 15, 2020. The Company failed to repay the $7.9 million November Notes by January 15, 2020.
On February 28, 2020, the Company entered into a forbearance agreement with the Lenders (Forbearance Agreement), pursuant to which the Lenders would forbear, for 60 days from the date of the Forbearance Agreement, unless terminated earlier (the Forbearance Period), to exercise certain rights as a result of the Company’s defaults under the Credit Agreements and related Schottenfeld Notes, including the failure of the Company to (i) to pay all principal and accrued interest on the November Notes at the maturity date, (ii) the failure to pay on or before December 31, 2019, all accrued and unpaid interest through December 31, 2019 on the September Notes, and (iii) the failure, on or before December 15, 2019, to convert or exchange at least $60 million, but not less than 100%, of certain junior outstanding indebtedness into equity in the Company, and certain other events of default. Under the Forbearance Agreement, the Company agreed to (i) pay a late fee of 5% on any obligations under the November Notes not paid in full on or before the last day of the Forbearance Period; (ii) pay on or prior to the earliest to occur of April 19, 2020 or the last day of the Forbearance Period, (A) all interest due pursuant to the November Notes and the September Notes, plus all interest accruing on such unpaid interest, plus all interest accrued on account of the November Notes and the September Notes from the date of the Forbearance Agreement through the date of such payment, and (B) a forbearance fee in the amount of $150,000; (iii) pay, upon signature of the Forbearance Agreement, $150,000 as a partial payment of the interest that has accrued pursuant to the November Notes and the September Notes as of the date of the Forbearance Agreement; (iv) issue new warrants upon the occurrence of certain contingent events and (v) amend the Schottenfeld Warrants to (A) reduce the exercise price of each Schottenfeld Warrant to $2.87 per share, and (B) with respect to the November Warrants, extend the deadline to register the Warrant Shares for resale by the Holders.
Due to multiple changes in key provisions of Schottenfeld Credit Agreements, the Company analyzed the before and after cash flows resulting from the warrant modification and forbearance fee to determine whether these changes result in a modification or extinguishment of the original Schottenfeld and Phase Five notes. Based on the combined before and after cash flows of each note, the change was significantly different. Consequently, the modifications resulting from the Forbearance Agreement were accounted for as a debt extinguishment and a new debt issuance. The Company recorded a $5.6 million loss upon extinguishment of debt, which was comprised of the $3.2 million fair value of contingent warrant issuance obligation, the $1.3 million incremental fair value of the modified warrants, $1.1 million of unaccreted discount and the forbearance fee, less the balance of the extinguished bifurcated derivative liability. In recording the new debt issuance, the Company capitalized $0.2 million of legal fees and $0.2 million for the initial fair value of the embedded mandatory redemption feature as a debt discount to be amortized to interest expense under the effective interest method over the term of the remaining term of the new debt issuance.
On April 19, 2020, the Company failed to pay the amounts due under the Forbearance Agreement, including the past due interest on the September Notes, and was unable to obtain a waiver or extension for the past due amounts. As a result, $20.4 million of principal outstanding under the Schottenfeld Notes was classified as a current liability on the condensed consolidated balance sheet as of March 31, 2020. On June 5, 2020, the Company repaid the past due November 2019 Notes totaling $7.9 million. Consequently, the September 2019 Notes due January 1, 2023 totaling $12.5 million were reclassified to a non-current liability as of September 30, 2020.
Ginkgo Note, Partnership Agreement and Note Amendment
In November 2017, the Company and Ginkgo Bioworks, Inc. (Ginkgo) entered into a partnership agreement (Ginkgo Partnership Agreement) to replace and supersede the 2016 Ginkgo Collaboration Agreement. Under the Ginkgo Partnership Agreement, the Company and Ginkgo agreed:
•to issue the $12 million November 2017 Ginkgo Note (as defined below), which effectively guarantees Ginkgo $12 million minimum future royalties under the profit margin sharing provisions noted below;
•to pay Ginkgo quarterly fees of $0.8 million (Partnership Payments) for a total of $12.7 million, beginning on December 31, 2018 and ending on September 30, 2022; and
•to share profit margins from sales of a certain product to be developed under the Ginkgo Partnership Agreement on a 50/50 basis, subject to certain conditions, provided that net profits will be payable to Ginkgo for any quarterly period to the extent that such net profits exceed the sum of (a) quarterly interest payments due under the November 2017 Ginkgo Note and (b) Partnership Payments due in such quarter.
The Company recorded the $6.1 million present value of the $12.7 million partnership payments in other liabilities (see Note 2, "Balance Sheet Details"), with the remaining $6.6 million recorded as a debt discount to be recognized as interest expense under the effective interest method over the five-year payment term.
In November 2017, the Company issued an unsecured promissory note in the principal amount of $12.0 million to Ginkgo (the November 2017 Ginkgo Note) in connection with the termination of the 2016 Ginkgo Collaboration Agreement and the execution of the Ginkgo Partnership Agreement. The November 2017 Ginkgo Note accrues interest at 10.5% per annum, payable monthly, and has a maturity date of October 19, 2022. The November 2017 Ginkgo Note may be prepaid in full without penalty or premium at any time, provided that certain payments have been made under the Company’s partnership agreement with Ginkgo. The November 2017 Ginkgo Note also contains customary terms, covenants and restrictions, including certain events of default after which the note may become due and payable immediately. The Company recorded the $7.0 million present value of the November 2017 Ginkgo Note as a note payable liability, and the remaining $5.0 million was recorded as a debt discount which is being accreted to interest expense over the loan term using the effective interest method.
On September 29, 2019, in connection with Ginkgo granting certain waivers under the November 2017 Ginkgo Note and the Ginkgo Partnership Agreement, (i) the Company and Ginkgo amended the November 2017 Ginkgo Note to increase the interest rate from 10.5% per annum to 12% per annum, beginning October 1, 2019, (ii) Ginkgo agreed to waive default interest, defer past due interest and partnership payments under the November 2017 Ginkgo Note and Ginkgo Partnership Agreement until December 15 and (iii) the Company agreed to pay a cash waiver fee of $1.3 million, payable in installments of $0.5 million on December 15, 2019 and $0.8 million on March 31, 2020. The Company accounted for this amendment as a modification and accrued the $1.3 million waiver fee in other current liabilities and a charge to interest expense during the year ended December 31, 2019. The Company failed to pay the $5.2 million past due interest, default interest on past due amounts, partnership payments and the $0.5 million waiver fee installment on December 15, 2019.
Ginkgo Waiver Agreement
On March 11, 2020, the Company and Ginkgo Bioworks, Inc. (Ginkgo) entered into a Waiver Agreement and Amendment to Partnership Agreement (the Ginkgo Waiver), pursuant to the terms of (i) the Ginkgo promissory note dated October 20, 2017, issued by the Company to Ginkgo (as amended, the Ginkgo Note), (ii) the Ginkgo Partnership Agreement, dated October 20, 2017, by and between the Company and Ginkgo, and (iii) the Waiver Agreement and Amendment to Ginkgo Note, dated September 29, 2019, by and between the Company and Ginkgo, pursuant to which Ginkgo agreed to (a) waive the Company’s failure to pay past due interest and partnership payments, including interest thereon of $6.7 million by December 15, 2019, and to comply with a reporting covenant prior to March 31, 2020, (b) to make a prior waiver fee payment of $0.5 million on December 15, 2019, (c) waive any cross defaults due to events of default under other debt obligations by the Company, (d) amend payments on the Ginkgo Partnership Agreement beginning on March 31, 2020 to a monthly payment of $0.5 million through and including October 31, 2021, and (e) to defer all past due payments totaling $7.2 million until April
30, 2020. The Ginkgo Waiver was accounted for as a debt modification, as the before and after cash flows were not significantly different.
On May 6, 2020, the Company entered into a waiver agreement under which the maturity date for all past due amounts to Ginkgo was extended to the earlier of the day the Company receives cash proceeds from any private placement of its equity and/or equity-linked securities, and May 31, 2020. The Company paid all past-due amounts to Ginkgo.
On August 10, 2020, the Company and Ginkgo entered into a Second Amendment to Promissory Note and Partnership Agreement (Second Amendment) to, among other things, (i) with respect to the Promissory Note, amend the interest payment frequency from monthly to quarterly beginning September 30, 2020 and reduce the interest rate from 12% to 9% beginning January 1, 2021, conditioned to the timely payment of interest on September 30, 2020 and December 31, 2020; and (ii) with respect to the Partnership Agreement, reduce the partnership payments frequency from monthly to quarterly, in an aggregate amount of $2.1 million, and to defer an aggregate of $9.8 million in partnership payments to the end of the agreement in October 2022 (the “End of Term Payment”), provided that, if the Promissory Note is not fully repaid by April 19, 2022, the End of Term Payment shall be of $10.4 million.
As a result of changes to key provisions of both the Promissory Note and Partnership Agreement, the Company analyzed the before and after cash flows resulting from (i) a reduced interest rate of the Promissory Note, (ii) reduced payment frequency for the Promissory Note interest and Partnership Agreement payments and (iii) changes in the periodic and total payment amounts under the Partnership Agreement, in order to determine whether these changes result in a modification or extinguishment of the obligations under the Second Amendment. Based on the combined before and after cash flows of the Promissory Note and Partnership Agreement, the change was significantly different. Consequently, the modifications resulting from the Second Amendment were accounted for as a debt extinguishment and a new debt issuance. The Company recorded a $2.5 million loss upon extinguishment of the Promissory Note and a $0.1 million loss upon extinguishment of the partnership payments, which was primarily related to the unamortized debt discounts. The $12.0 million principal amount due under the Promissory Note was unchanged and reflects the present value of the obligation after the modifications. See Note 2, “Balance Sheet Details”, for more information on the payments due under the Partnership Agreement.
Nikko Loan Agreements and Notes
The loans payable to Nikko Chemicals Co., Ltd. at December 31, 2020 are comprised of the following (amounts in thousands):
| | | | | | | | | | | | | | | | | |
| Description | Date Issued | Original Loan Amount | Balance at December 31, 2020 | Interest Rate per Annum | Maturity Date |
| Nikko $3.9M Note | December 19, 2016 | $ | 3,900 | | $ | 2,653 | | 5.00% | December 1, 2029 |
| Nikko $200K Capex Loan | February 1, 2019 | 200 | | 150 | | 5.00% | January 1, 2026 |
| | $ | 4,100 | | $ | 2,803 | | | |
Nikko Loan Agreement
On July 29, 2019, the Company and Nikko entered into a loan agreement (the Nikko Loan Agreement) to make available to the Company secured loans in an aggregate principal amount of $5.0 million, to be issued in separate installments of $3.0 million and $2.0 million, respectively. On July 30, 2019, the Company borrowed the first installment of $3.0 million under the Nikko Loan Agreement and received net cash proceeds of $2.8 million, with the remaining $0.2 million being withheld by Nikko as prepayment of the interest payable on such loan through the maturity date. On August 8, 2019, the Company borrowed the remaining $2.0 million available under the Nikko Loan Agreement and received net cash proceeds of $1.9 million, with the remaining $0.1 million being withheld by Nikko as prepayment of the interest payable on such loan through the maturity date. The loans (i) mature on December 18, 2020, (ii) accrue interest at a rate of 5% per annum from and including the applicable loan date through the maturity date, which interest is required to be prepaid in full on the date of the applicable loan, and (iii) are secured by a first-priority lien on 12.8% of the Aprinnova JV interests owned by the Company. The Company fully repaid the $5.0 million aggregate principal balance in December 2020.
Nikko Secured Loan Agreement Amendment
On December 19, 2019, the Company borrowed $4.5 million from Nikko under a second secured loan agreement. The loan (i) matured on January 31, 2020, (ii) accrues interest at a rate of 2.75% per annum, and (iii) is secured by a first-priority lien on 27.2% of the Aprinnova JV interests owned by the Company. The Company failed to pay the $4.5 million loan on January 31, 2020.
On March 12, 2020, the Company and Nikko Chemicals Co. Ltd. (Nikko), entered into an amendment to the secured loan agreement (Loan Agreement) under which the Company paid Nikko $0.5 million to reduce the principal balance of the Loan Agreement to $4.0 million, extended the maturity date of the loan from January 31, 2020 to March 31, 2020 and increased the interest rate to 8.0% per annum. The loan (i) matured on March 31, 2020, (ii) accrued interest at a rate of 2.75% per annum, and (iii) was secured by a first-priority lien on 27.2% of the Aprinnova JV interests owned by the Company. The Loan Agreement was accounted for as a debt modification, as the before and after cash flows were not significantly different.
On April 3, 2020, the Company entered into a second amendment to the Loan Agreement under which the maturity date of the loan was extended to April 30, 2020. Subsequently, on May 7, 2020, the Company entered into a third amendment to the Loan Agreement under which the maturity date of the loan was extended to May 31, 2020. The Company fully repaid the $4.0 million loan on June 5, 2020.
Nikko Notes
Facility Note: In December 2016, in connection with the Company's formation of its cosmetics joint venture (the Aprinnova JV) with Nikko Chemicals Co., Ltd. (Nikko), Nikko made a loan to the Company in the principal amount of $3.9 million and the Company issued a promissory note (the Nikko Note) to Nikko in an equal principal amount. The proceeds of the Nikko Note were used to satisfy the Company's remaining liabilities related to the Company's purchase of a manufacturing facility in Leland, North Carolina and related assets in December 2016, including liabilities under a promissory note in the principal amount of $3.5 million issued in connection therewith. The Nikko Note (i) accrues interest at 5% per year, (ii) has a term of 13 years, (iii) is payable in equal monthly installments of principal and interest beginning on January 1, 2017 and (iv) is secured by a first-priority lien on 10% of the Aprinnova JV interests owned by the Company. In addition, the Company is required to repay the Nikko Note with any profits distributed to the Company by the Aprinnova JV, beginning with the distributions for the year ended December 31, 2020, until the Nikko Note is fully repaid. The Nikko Note may be prepaid in full or in part at any time without penalty or premium. The Nikko Note contains customary terms and provisions, including certain events of default after which the Nikko Note may become due and payable immediately.
Aprinnova JV Working Capital Notes: In February 2017, in connection with the formation of the Aprinnova JV in December 2016, Nikko made a working capital loan to the Aprinnova JV in the principal amount of $1.5 million (the First Aprinnova Note). The First Aprinnova Note was fully repaid in January 2018. In August 2017, Nikko made a second working capital loan to the Aprinnova JV in the principal amount of $1.5 million (the Second Aprinnova Note). The Second Aprinnova Note was payable in full on August 1, 2019, with interest payable quarterly. Both notes accrue interest at 2.75% per annum. Effective July 31, 2019, the Company repaid $500,000 and agreed with Nikko to extend the term of the Second Aprinnova Note to August 1, 2020. Under the terms of the extension, the Company was required to make 4 quarterly principal payments of $100,000 each beginning November 1, 2019 through May 1, 2020 and a final payment of $700,000 at August 1, 2020 maturity. The Company fully repaid this working capital note at maturity in August 2020.
Aprinnova JV Palladium Notes: In October, November and December 2019, Nikko advanced Aprinnova JV a total of $1.3 million under 3 separate promissory notes to purchase a palladium catalyst used in the manufacturing process at the Leland facility. These short-term notes accrue interest at 2.75% per annum and mature between January 10, 2020 and March 31, 2020. As of February 28, 2020, the total $1.3 million of note balances has been fully repaid in cash and are no longer outstanding.
Aprinnova JV CapEx Note: On February 1, 2019, the Aprinnova JV and Nikko agreed to fund Nikko’s $0.2 million share of the joint venture’s 2018 capital expenditures through an unsecured seven-year promissory note (the 2018 CapEx Note). The 2018 CapEx note (i) requires quarterly principal payments of $7,200 beginning April 1, 2019, (ii) accrues 5% simple interest per annum, and (iii) matures on January 1, 2026.
Letters of Credit
The Company had $4.4 million of letters of credit outstanding at December 31, 2022 and 2021 related to certain leases. In June 2012,connection with these letters of credit, the Company entered into a letter of credit agreement for $1.0 million under which it provided a letter of credit to the landlord for its headquarters in Emeryville, California in order to cover the security deposit on the lease. This letter of credit is secured by a certificate of deposit. Accordingly, the Company has $1.0had $4.7 million of restricted cash noncurrent in connection with this arrangement as ofat December 31, 20202022 and 2019.2021.
5. Mezzanine Equity
5. Mezzanine EquityGates Foundation
Mezzanine equity at December 31, 20202022 and 20192021 is comprised of proceeds from common shares sold on May 10, 2016 to the Bill & Melinda Gates Foundation (the Gates Foundation). On April 8,In 2016, the Company entered into a Securities Purchase Agreementan agreement with the Gates Foundation, pursuant to which the Companywhere Amyris agreed to sell and issue 292,398 shares of its common stock to the Gates Foundation in a private placement at a purchase price per share of $17.10, the averageresulting in proceeds of the daily closing price per share of the Company’s common stock on the Nasdaq Stock Market for the twenty consecutive trading days ending on April 7, 2016, for aggregate proceeds to the Company of approximately $5.0 million (the Gates Foundation Investment). The Securities Purchase Agreement includes customary representations, warranties and covenants of the parties.million.
In connection with the entry into the Securities Purchase Agreement, on April 8,Also in 2016, the Company and the Gates Foundation entered into a Charitable Purposes Letter Agreement, pursuant to whichan agreement where the Company agreed to expend an aggregate amount not less than the amount of the Gates Foundation Investment$5 million to develop and supply a yeast strain that produces artemisinic acid and/or amorphadiene at a low cost and to supply such artemisinic acid and amorphadiene to companies qualified to convert artemisinic acid and amorphadiene to artemisinin for inclusion in artemisinin combination therapies used to treat malaria commencing in 2017.
The Company is currently conducting the project. If the Company defaults in its obligation to use the proceeds fromand the Gates Foundation Investment as set forth above or defaults under certain other commitmentsmutually agreed in the Charitable Purposes Letter Agreement, the Gates Foundation will have the right to request2022 that the Company redeem, or facilitate the purchase by a third partymet all commitments of the Gates Foundation Investment shares then held byagreement.
Ingredion Contingently Redeemable Noncontrolling Interest in Subsidiary
On June 1, 2021, the Gates Foundation atCompany entered into a price per share equalMembership Interest Purchase Agreement (MIPA) with Ingredion Corporation (Ingredion) to purchase 31% of RealSweet LLC (RealSweet), a 100% owned Amyris, Inc. subsidiary. Total consideration was $28.5 million consisting of a $10 million cash payment, the greaterexchange of (i) the closing pricea $4 million payable previously due to Ingredion, and $14.5 million of manufacturing intellectual property rights. The terms of the Company’s common stock onMIPA provide both parties with put/call rights under certain circumstances.
The Company recorded the trading day prior$28.5 million noncontrolling interest in RealSweet as Mezzanine equity - contingently redeemable noncontrolling interest, which represents the value of Ingredion’s 31% ownership interest in the net assets of the RealSweet subsidiary and recorded a $14.5 million decrease to additional paid in capital for the redemption or purchase, as applicable, or (ii) an amount equaldifference between the fair value of the consideration received and Ingredion's ownership interest claims against the net assets of the RealSweet subsidiary. Under the terms of the MIPA, Amyris, Inc. is funding the cash construction costs of the project, which are currently estimated to $17.10 plus a compounded annual return of 10%.be $155 million. As of December 31, 2020,2022, the Company's remaining researchCompany has funded $126.0 million towards the project and development obligation under this arrangement was $0.3 million.has $8.1 million of contractual purchase commitments for construction related costs.
6. Stockholders’ DeficitEquity (Deficit)
Foris Warrant Exercises for CashRegistered Direct Offering and Private Placement
On January 13, 2020,December 29, 2022, the Company entered into securities purchase agreements with certain accredited investors where the Company agreed to sell (i) an aggregate of 33,333,334 shares of the Company’s common stock, $0.0001 par value per share and (ii) warrants to purchase up to 25,000,000 shares of common stock for $50 million through a registered direct offering and concurrent private placement:
•Registered Direct Offering: a securities purchase agreement where the Company agreed to sell (i) 20,000,000 shares of common stock and (ii) warrants to purchase up to 15,000,000 shares of common stock. The common stock was sold together with the warrants to purchase 0.75 of a share of common stock for $1.50 per unit. The warrants are exercisable at $1.80 per share for five years.
•Private Placement: a securities purchase agreement with Foris, an entity affiliatedwhere the Company agreed to sell to Foris, in a private placement (i) 13,333,334 shares of common stock, and (ii) warrants to purchase up to 10,000,000 shares of common stock. The shares were sold together with director John Doerr and whichthe warrants to purchase 0.75 of a share of common stock for $1.50 per unit. The warrants are exercisable at $1.80 per share for five years. Foris beneficially owns greatermore than 5% of the Company’s outstanding common stock deliveredand is affiliated with individuals serving on the Company’s board of directors.
Net proceeds to the Company an irrevocable notice of cash exercise with respect to a warrant to purchase 4,877,386 shares offrom the Company’s common stock at an exercise price of $2.87 per share, pursuant to a warrant issued by the CompanyOffering were $47.7 million after expenses upon closing on August 17, 2018. The Company received approximately $14.0 million from Foris in connection with the warrant exercise representing 4,877,386 shares of common stock issued and recorded $14.0 million as additional paid-in capital.December 30, 2022.
On March 11, 2020, Foris provided to the Company a notice of cash exercise to purchase 5,226,481 shares of the Company’s common stock at an exercise price of $2.87 per share, pursuant to the PIPE Rights (discussed in the January 2020 Private Placement section below) issued by the Company on January 31, 2020. On March 12, 2020, the Company received approximately $15.0 million from Foris in connection with the PIPE Rights exercise. The Company and Foris agreed to defer the issuance of the shares until such time as stockholder approval has been obtained to increase the Company’s authorized share count. At March 31, 2020, the PIPE Rights exercise proceeds were recorded as additional paid-in capital as there is no contractual obligation to return the consideration if stockholder approval is not obtained. Stockholder approval was obtained on May 29, 2020 and the 5,226,481 shares of common stock were issued to Foris on June 2, 2020.
January 2020 Warrant Amendments and Exercises, Foris Debt Equitization and Private Placement
As described below in further detail, on January 31, 2020, the Company completed a series of equity transactions that resulted in the Company (i) receiving $28.3 million in cash, (ii) reducing its aggregate debt principal by $60.0 million and accrued interest by approximately $9.9 million, (iii) issuing an aggregate of (A) 25,326,095 shares of common stock as a result of the exercise of outstanding warrants, and (B) 13,989,973 new shares of common stock in private placements, and (iv) issuing rights to purchase an aggregate of 18,649,961 shares of common stock, at an exercise price of $2.87 per share, for an exercise term of 12 months. See Note 4, “Debt,” for more information regarding the accounting treatment of the $60.0 million debt reduction.
Warrant Amendments and Exercises by Certain Holders
On January 31, 2020, the Company entered into separate warrant amendment agreements (the Warrant Amendments) with certain holders (the Warrant Holders) of the Company’s outstanding warrants to purchase shares of common stock, pursuant to which the exercise price of certain warrants (the Amended Warrants) held by the Warrant Holders totaling 1.2 million shares
was reduced to $2.87 per share. In connection with the entry into the Warrant Amendments, on January 31, 2020, the Warrant Holders exercised their Amended Warrants, representing an aggregate of 1,160,929 shares of common stock (the Warrant Amendment Shares), and the Company issued the Warrant Amendment Shares to the Holders along with a right to purchase an aggregate of 1,160,929 shares of Common Stock, at an exercise price of $2.87 per share, for an exercise term of 12 months from the January 31, 2020 issuance (the Rights). The Company received net proceeds of $3.3 million from the exercise of the Amended Warrants and recorded the $3.3 million as additional paid in capital. The Company also measured the before and after fair value of the Amended Warrants using the Black-Scholes-Merton option pricing model and determined there was no incremental value to record related to the purchase price reduction. Further, the Rights warrants met the derivative scope exception and equity classification criteria to be accounted for in equity.
Warrant Amendments and Exercises, Common Stock Purchase and Debt Equitization by Foris – Related Party
On January 31, 2020, the Company and Foris entered into certain warrant amendment agreements (the Foris Warrant Amendments) totaling 10.2 million shares of the Company’s outstanding warrants to purchase shares of common stock, pursuant to which the exercise price of these certain warrants (the Amended Foris Warrants) was reduced to $2.87 per share. In connection with the Foris Warrant Amendments, on January 31, 2020 (i) Foris exercised all its then-outstanding common stock purchase warrants, including the Amended Foris Warrants, totaling 19,287,780 shares of common stock, at a weighted average exercise price of approximately $2.84 per share for an aggregate exercise price of $54.8 million (the Exercise Price), and purchased 5,279,171 shares of common stock (the Foris Shares) at $2.87 per share for a total purchase price of $15.1 million (Purchase Price), (ii) Foris paid the Exercise Price and the Purchase Price through the cancellation of $60 million of principal and $9.9 million of accrued interest and fees owed by the Company to Foris under the Foris $19 million Note and the Foris LSA (which was treated as a debt extinguishment as discussed in Note 4, "Debt") and (iii) the Company issued to Foris the Foris Shares and an additional right (the Additional Right) to purchase 8,778,230 shares of Common Stock at a purchase price of $2.87 per share, for a period of 12 months from the execution of the warrant exercise agreement.
Upon exercise of the Amended Foris Warrants and issuance of the Foris Shares, the Company recorded a $69.9 million increase to additional paid-in capital. The Company also measured the before and after fair value of the Amended Foris Warrants using the Black-Scholes-Merton option pricing model and determined there was no incremental value to record related to the purchase price reduction. Further, the Company concluded the Additional Rights met the derivative scope exception and criteria to be accounted for in equity and recorded the $8.9 million fair value of the Additional Rights to additional paid-in capital and loss upon extinguishment of debt. The fair value was determined using a Black-Scholes-Merton option pricing model based on the following input assumptions: (i) $2.56 stock price, (ii) 112% volatility, (iii) 1.45% risk free rate and (iv) 0% dividend.
January 2020 Private Placement
On January 31, 2020, the Company entered into separate Security Purchase Agreements with certain accredited investors and Foris, for the issuance and sale of an aggregate of 8,710,802 shares of common stock and rights to purchase an aggregate of 8,710,802 shares of common stock (PIPE Rights) at a purchase price of $2.87 per share, for a period of 12 months, for an aggregate purchase price of $25 million. The $25 million in proceeds was recorded as additional paid-in capital. See Note 3, “Fair Value Measurement,” for information regarding the valuation methodology used to determine fair value and the related accounting treatment of the PIPE rights.
Principal Conversion into Common Stock and New Warrants Issued in Exchange of Senior Convertible Notes
On January 14, 2020, the Company completed the exchange of the Company’s $66 million Senior Convertible Notes (or the Prior Notes), pursuant to separate exchange agreements (the Exchange Agreements) with certain private investors (the Holders), for (i) new senior convertible notes in an aggregate principal amount of $51 million (the New Notes or Senior Convertible Notes), (ii) an aggregate of 2,742,160 shares of common stock (the Exchange Shares), (iii) rights (the Rights) to acquire up to an aggregate of 2,484,321 shares of common stock (the Rights Shares), and (iv) warrants (the Warrants) to purchase up to an aggregate of 3,000,000 shares of common stock (the Warrant Shares) at an exercise price of $3.25 per share, with an exercise term of two years from issuance, The New Notes, Exchange Shares, Rights and Warrants were issued on January 14, 2020. The Rights were exercised by the Holder and the Rights Shares were issued by the Company according to the terms of the Senior Convertible Notes on February 24, 2020. The contractual value of the Exchange Shares and the Rights Shares was $2.87 per share. Upon issuance of the New Notes, Exchange Shares and Rights, the $15.0 million of debt principal was extinguished and the $15.2 million fair value of the Exchange Shares and the Rights Shares was recorded as additional paid in capital. See Note 3, “Fair Value Measurement,” for more information regarding the valuation methodology used to determine the fair value and the related accounting treatment of the Warrants, and see Note 4, “Debt,” for further information on the accounting treatment and the terms of the note exchange.
Release of Pre-Delivery Shares and Amendment to Warrants Issued to Holders of Senior Convertible Notes
Under the terms of the November 15, 2019 Senior Convertible Notes and the January 14, 2020 Senior Convertible Notes, the Company was required to pre-deliver 7.5 million shares of common stock (the Pre-Delivery Shares) to the Holders, which are freely tradeable, validly issued, fully paid, nonassessable and free from all preemptive or similar rights or liens, for the Holders to sell, trade or hold, subject to certain limitations, for as long as the Senior Convertible Notes are outstanding. However, the Company may elect or be required to apply the value of the pre-delivered shares to satisfy periodic principal and interest payments or other repayment events. Within ten business days following redemption or repayment of in full the Senior Convertible Notes and the satisfaction or discharge by the Company of all outstanding Company obligations under the Senior Convertible Notes, the Holders shall deliver 7.5 million shares of the Company’s common stock to the Company, less any shares used to satisfy any accrued interest or principal amortization payments under such notes. The Company concluded the Pre-Delivery Shares provision meets the criteria of freestanding instrument that is legally detachable and separately exercisable from the Senior Convertible Notes and should be classified in equity as the common shares issued are both indexed to the Company’s own stock and meet the equity classification criteria. As such, the Company accounted for the fair value of the Pre-Delivery Shares within equity.
On May 1, 2020, in connection with the amendment to the Senior Convertible Notes described in Note 4, “Debt”, the Company and the Holders of the Senior Convertible Notes agreed, among other provisions described in Note 4, “Debt”: (i) to remove all equity triggering provisions that allowed the Holders to convert the notes at a reduced conversion price in certain circumstances; (ii) to reduce the conversion price of the New Notes from $5.00 to $3.50; (iii) to release to the Holders an aggregate of 2,836,364 shares of common stock originally required to be returned under the Pre-Delivery Share arrangement, and (iv) return an aggregate of 1,363,636 Pre-Delivery Shares held by certain Holders to the Company. Further, on June 4, 2020, the Company agreed to release an additional 700,000 Pre-Delivery Shares to one of the Holders, in connection with the second amendment to the Senior Convertible Notes described in Note 4, “Debt”. After the release and return of the Pre-Delivery Shares on May 1, 2020 and June 4, 2020, the total number of Pre-Delivery Shares subject to the arrangement is 2,600,000 and must be returned to the Company following full redemption or repayment of the Senior Convertible Notes. As a result of releasing the 3,536,364 Pre-Delivery Shares to the Holders, the Company recorded $10.5 million of additional interest expense, representing the fair value of the released share.
Further, in connection with the May 1, 2020 amendment to the Senior Convertible Notes the Company and the Holders entered into certain warrant amendment agreements pursuant to which (i) the exercise price of the warrants issued on January 14, 2020 in connection with the Exchange of the Senior Convertible Notes was reduced to $2.87 per share (from $3.25) with respect to an aggregate of 2,000,000 warrant shares; (ii) the exercise price of a warrant to purchase 960,225 shares of the Company’s common stock issued to one of the Holders on May 10, 2019 was reduced to $2.87 per share (from $5.02), and the exercise term of such warrant was extended to January 31, 2022 (from May 10, 2021); and (iii) the exercise term of a right to purchase 431,378 shares of the Company’s common stock issued to one of the Holders on January 31, 2020 was extended to January 31, 2022 (from January 31, 2021). Each of these warrant instruments were previously accounted for in equity. As a result of the warrant amendments, the Company performed a before and after remeasurement of the warrants using the Black-Scholes-Merton option pricing model and recorded $1.1 million of incremental interest expense and a corresponding increase to additional paid in capital.
Total Conversion Price Reduction and Subsequent Conversion into Common Stock
On April 6, 2020, the Company and Total entered into a Senior Convertible Note Maturity Extension Agreement to extend the maturity date of the 2014 Rule 144A Convertible Note to April 30, 2020 and reduce the conversion price of the 2014 Rule 144A Convertible Note from $56.16 to $2.87 per share. See Note 4, “Debt” for further information related to this debt instrument. On June 2, 2020, Total elected to convert all the outstanding principal and interest totaling $9.3 million due under the 2014 Rule 144A Convertible Note into 3,246,489 shares of common stock. Upon conversion, the $9.3 million debt principal and interest balance and the $6.5 million derivative liability balance related to the conversion option was derecognized into additional paid-in capital. See Note 3, “Fair Value Measurement,” for more information regarding the accounting treatment of the embedded conversion option and subsequent conversion price reduction.
Increase in Authorized Common Stock
On May 29, 2020,27, 2022, through a proxy vote at the Company’s Annual Stockholder meeting, the Company’s stockholders approved an increase in the Company’s authorized common stock share countshares from 250450 million to 350550 million.
June 2020 PIPE
On June 1, 2020 and June 4, 2020, the Company entered into separate security purchase agreements (Purchase Agreements) with certain accredited investors (Investors), including Foris and Vivo Capital LLC, stockholders that beneficially own more than 5% of the Company’s outstanding common stock and are, respectively, owned by or affiliated with individuals serving on the Company’s Board of Directors, for the issuance and sale of an aggregate of 32,614,573 shares of the Company’s common stock, $0.0001 par value per share and 102,156 shares of the Company’s Series E Convertible Preferred Stock, $0.0001 par value per share, convertible into 34,052,070 shares of common stock, at a price of $3.00 per common share and $1,000 per preferred share, resulting in an aggregate purchase price of $200 million (Offering). The transaction closed on June 5, 2020, following the satisfaction of customary closing conditions. Upon closing, the Company received aggregate net proceeds of approximately $190 million after payment of the Offering expenses and placement agent fees. The Company used the proceeds from the Offering for the repayment of certain outstanding indebtedness and the remainder for general corporate purposes.
The Purchase Agreements included customary representations, warranties and covenants of the parties. In addition, the Company executed a letter agreement pursuant to which, subject to certain exceptions, the Company, the members of the Company’s Board of Directors, and the Company’s named executive officers agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities convertible into or exercisable or exchangeable for common stock until September 2, 2020. The securities issued pursuant to the Purchase Agreements were sold in private placements pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (Securities Act) and Rule 506(b) of Regulation D promulgated under the Securities Act, without general solicitation, made only to and with accredited investors as defined in Regulation D.
Series E Convertible Preferred Stock and Amendment to Articles of Incorporation or Bylaws
On June 5, 2020, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (Preferred Stock) with the Secretary of State of Delaware. Each share of Series E Preferred Stock issued in the June 2020 PIPE had a stated value of $1,000 and was convertible into 333.33 shares of common stock. All preferred shares automatically converted into common stock without any action by the holders on the first trading day after the Company obtains stockholder approval (as described below). Unless and until converted into common stock in accordance with its terms, the Preferred Stock had no voting rights, other than as required by law or with respect to matters specifically affecting the Preferred Stock.
The Company agreed to obtain stockholder approval for the issuance of common stock upon conversion of the Preferred Stock as is required by the applicable rules and regulations of the Nasdaq Stock Market, including Nasdaq Listing Standard Rule 5635(d), and including the issuance of common stock upon conversion of the Preferred Shares in excess of 19.99% of the issued and outstanding common stock on the date of the Purchase Agreements. Pursuant to the Purchase Agreements, the Company was required to hold a special meeting of stockholders within 75 calendar days of the date of the Purchase Agreements for the purpose of obtaining stockholder approval. This special meeting of stockholders was held on August 14, 2020, at which the Company’s stockholders approved the conversion of the Series E Preferred Stock and as a result, 34,052,084 shares of common stock were issued on August 17, 2020 in exchange for the 102,156 shares of the Company’s Series E Convertible Preferred Stock.
The Company analyzed the automatic conversion provision related to the Series E Preferred Stock at the original commitment dates and determined the holders received a contingent beneficial conversion feature (BCF) equal to $67.2 million. This amount represents the difference between the Company’s closing stock price at the June 1, 2020 and June 4, 2020 commitment dates ($5.35 and $4.88, respectively) and the $3.00 conversion price. As the automatic conversion provision was contingent on stockholder approval on August 14, 2020, the BCF would be recognized when the contingency was resolved. Upon obtaining stockholder approval, the $67.2 million BCF was recognized in additional paid-in capital and reflected as a deemed dividend to the preferred stockholders in the December 31, 2020 consolidated statement of operations, increasing the net loss attributable to common stockholders and increasing basic net loss per share.
Shares Issuable under Convertible Notes and Convertible Preferred Stock
In connection with various debt transactions, (see Note 4, "Debt"), the Company issued certain convertible notes and preferred shares that are convertible into shares of common stock as follows as of December 31, 2020, at any time2022, at the election of each debtholder:
| | | | | | | | |
| Debt Instrument | When Convertible | Number of Shares Instrument Is Convertible into as of December 31, 20202022 |
Senior2026 convertible senior notes | 8,574,399At any time from January 1, 2023 until November 15, 2026 | 86,683,389 | |
| Foris convertible note | 16,680,334 | |
Series D preferred stock (8,280 shares outstanding at December 31, 2020)At any time until July 1, 2023 | 1,943,66120,370,947 | |
| | 27,198,394107,054,336 | |
Warrants
The Company issues warrants in certain debt and equity transactions in order to facilitate raising equity capital or reduce borrowing costs. In connection with various debt and equity transactions (see Note 4, "Debt" and below), theThe Company has issued warrants exercisable for shares of common stock. The following table summarizes warrant activity for the year ended December 31, 2020:2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Transaction | Year Issued | Expiration Date | Number Outstanding as of December 31, 2019 | Additional Warrants Issued | Exercises | Expired | Exercise Price per Share of Warrants Exercised | | Number Outstanding as of December 31, 2020 | Exercise Price per Share as of December 31, 2020 |
| High Trail/Silverback warrants | 2020 | January 14, 2022 and July 10, 2022 | 0 | | 3,000,000 | | 0 | | 0 | | $ | 0 | | | 3,000,000 | | $2.87/$3.25 |
| 2020 PIPE right shares | 2020 | February 4, 2021 | 0 | | 8,710,802 | | (5,226,481) | | 0 | | $ | 2.87 | | | 3,484,321 | | $2.87 |
| January 2020 warrant exercise right shares | 2020 | January 31, 2021, July 31, 2021 and January 31, 2022 | 0 | | 9,939,159 | | (5,000,000) | | 0 | | $ | 0 | | | 4,939,159 | | $ | 2.87 | |
| Foris LSA warrants | 2019 | August 14, 2021 | 3,438,829 | | 0 | | (3,438,829) | | 0 | | $ | 2.87 | | | 0 | | $ | 0 | |
| November 2019 Foris warrant | 2019 | November 27, 2021 | 1,000,000 | | 0 | | (1,000,000) | | 0 | | $ | 2.87 | | | 0 | | $ | 0 | |
| August 2019 Foris warrant | 2019 | August 28, 2021 | 4,871,795 | | 0 | | (4,871,795) | | 0 | | $ | 2.87 | | | 0 | | $ | 0 | |
| April 2019 PIPE warrants | 2019 | April 26, 2021, April 29, 2021 and May 3, 2021 | 8,084,770 | | 0 | | (4,712,781) | | 0 | | $ | 2.87 | | | 3,371,989 | | $4.76/$5.02 |
| April 2019 Foris warrant | 2019 | April 16, 2021 | 5,424,804 | | 0 | | (5,424,804) | | 0 | | $ | 2.87 | | | 0 | | $ | 0 | |
| September and November 2019 Investor Credit Agreement warrants | 2019 | September 10, 2021 and November 14, 2021 | 5,233,551 | | 0 | | (50,000) | | 0 | | $ | 0 | | | 5,183,551 | | $2.87 |
| Naxyris LSA warrants | 2019 | August 14, 2021 | 2,000,000 | | 0 | | 0 | | 0 | | $ | 0 | | | 2,000,000 | | $2.87 |
| October 2019 Naxyris warrant | 2019 | October 28, 2021 | 2,000,000 | | 0 | | 0 | | 0 | | $ | 0 | | | 2,000,000 | | $3.87 |
| May-June 2019 6% Note Exchange warrants | 2019 | May 15, 2021 and June 24, 2021 | 2,181,818 | | 0 | | 0 | | 0 | | $ | 0 | | | 2,181,818 | | $2.87/$5.12 |
| May 2019 6.50% Note Exchange warrants | 2019 | May 14, 2021 and January 31, 2022 | 1,744,241 | | 0 | | (784,016) | | 0 | | $ | 2.87 | | | 960,225 | | $ | 2.87 | |
| July 2019 Wolverine warrant | 2019 | July 8, 2021 | 1,080,000 | | 0 | | 0 | | 0 | | $ | 0 | | | 1,080,000 | | $2.87 |
| August 2018 warrant exercise agreements | 2018 | May 17, 2020 and May 20, 2020 | 12,097,164 | | 0 | | (4,877,386) | | (7,219,778) | | $ | 2.87 | | | 0 | | $ | 0 | |
| May 2017 cash warrants | 2017 | July 10, 2022 | 6,078,156 | | 0 | | 0 | | 0 | | $ | 0 | | | 6,078,156 | | $2.87 |
| August 2017 cash warrants | 2017 | August 7, 2022 | 3,968,116 | | 0 | | 0 | | 0 | | $ | 0 | | | 3,968,116 | | $2.87 |
| May 2017 dilution warrants | 2017 | July 10, 2022 | 3,085,893 | | 0 | | 0 | | 0 | | $ | 0 | | | 3,085,893 | | $0.00 |
| August 2017 dilution warrants | 2017 | May 23, 2023 | 3,028,983 | | 0 | | 0 | | 0 | | $ | 0 | | | 3,028,983 | | $0.00 |
| February 2016 related party private placement | 2016 | February 12, 2021 | 171,429 | | 0 | | (152,381) | | 0 | | $ | 0.15 | | | 19,048 | | $0.15 |
| July 2015 related party debt exchange | 2015 | July 29, 2020 and July 29, 2025 | 133,334 | | 0 | | (133,334) | | 0 | | $ | 0.15 | | | 0 | | $ | 0 | |
| July 2015 private placement | 2015 | July 29, 2020 | 72,650 | | 0 | | (72,650) | | 0 | | $ | 0.15 | | | 0 | | $ | 0 | |
| July 2015 related party debt exchange | 2015 | July 29, 2025 | 58,690 | | 0 | | 0 | | 0 | | $ | 0 | | | 58,690 | | $0.15 |
| Other | 2011 | December 23, 2021 | 1,406 | | 0 | | 0 | | 0 | | $ | 0 | | | 1,406 | | $160.05 |
| | | 65,755,629 | | 21,649,961 | | (35,744,457) | | (7,219,778) | | 0 | | 44,441,355 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Transaction | Year Issued | Expiration Date | Number Outstanding as of December 31, 2021 | Additional Warrants Issued | Exercises | Expired | Weighted-average Exercise Price per Share of Warrants Exercised1 | | Number Outstanding as of December 31, 2022 | Exercise Price per Share as of December 31, 2022 |
| 2022 registered direct offering warrants | 2022 | December 30, 2027 | — | | 15,000,000 | | — | | — | | n/a | | 15,000,000 | | $ | 1.80 | |
| 2022 PIPE warrants | 2022 | December 30, 2027 | — | | 10,000,000 | | — | | — | | n/a | | 10,000,000 | | $ | 1.80 | |
| Schottenfeld warrants | 2022 | December 21, 2024 | — | | 1,253,451 | | (1,253,451) | | — | | $ | 2.87 | | | — | | $ | — | |
| Foris senior note warrants | 2022 | September 13, 2025 | — | | 2,046,036 | | — | | — | | n/a | | 2,046,036 | | $ | 3.91 | |
| Blackwell / Silverback warrants | 2020 | July 10, 2023 | 1,000,000 | | — | | — | | — | | n/a | | 1,000,000 | | $ | 3.25 | |
| January 2020 warrant exercise right shares | 2020 | January 31, 2022 | 431,378 | | — | | (431,378) | | — | | $ | 2.87 | | | — | | $ | — | |
| May 2019 6.50% note exchange warrants | 2019 | January 31, 2022 | 960,225 | | — | | (960,225) | | — | | $ | 2.87 | | | — | | $ | — | |
| May 2017 cash warrants | 2017 | July 10, 2023 | 1,492,652 | | — | | (904,732) | | — | | $ | 2.87 | | | 587,920 | | $ | 2.87 | |
| May 2017 dilution warrants | 2017 | July 10, 2022 | 56,910 | | — | | — | | (56,910) | | n/a | | — | | $ | — | |
| July 2015 related party debt exchange | 2015 | July 29, 2025 | 58,690 | | — | | — | | — | | n/a | | 58,690 | | $ | 0.15 | |
| | | 3,999,855 | | 28,299,487 | | (3,549,786) | | (56,910) | | $ | 2.87 | | | 28,692,646 | | |
__________________
1 "n/a" indicates not applicable, as there were no exercises.
For information regarding warrants issued or exercised subsequent toWarrant Exercises
During the year ended December 31, 2020, see Note 15, “Subsequent Events”.2022, upon the cash and cashless exercises of warrants to issue 3,549,786 shares of common stock, the Company issued 3,549,786 shares of its common stock at a weighted-average exercise price of $2.87 per share, and received cash proceeds of $6.6 million.
Right of First Investment to Certain Investors
In connection with investments in the Company, has granted certain investors, including Vivo and DSM, have been granted a right of first investment if the Company proposes to sell securities in certain financing transactions. With these rights, such investors may subscribe for a portion of any such new financing and require the Company to comply with certain notice periods, which could discourage other investors from participating in, or cause delays in its ability to close, such a financing.
7. Consolidated Variable-interest Entities and Unconsolidated Investments
Consolidated Variable-interest Entity
Aprinnova, LLC (Aprinnova JV) — Related Party
In December 2016, the Company, Nikko Chemicals Co., Ltd. an existing commercial partner of the Company,, and Nippon Surfactant Industries Co., Ltd., an affiliate of Nikko (collectively, Nikko) entered into a joint venture (the Aprinnova JV Agreement) pursuant to whichwhere the Company contributed certain assets, including certain intellectual property and other commercial assets relating to its business-to-business cosmetic ingredients business, (the Aprinnova JV Business), as well as its Leland production facility.facility for a 50% ownership share in the business. The Company also agreed to provide the Aprinnova JV with exclusive (to the extent not already granted to a third party), royalty-free licenses to certain of the Company's intellectual property necessary to make and sell products associated with the Aprinnova JV Business (the Aprinnova JV Products).property. Nikko purchased their 50% interest in the Aprinnova JV in exchange for the following payments to the Company: (i) an initial payment of $10.0 million and (ii) the profits, if any, distributed to Nikko in cash as
members of the Aprinnova JVjoint venture during the three-year period from 2017 to 2019, up to a maximum of $10.0 million. Under the Aprinnova JV Agreement, in the event of a merger, acquisition, sale or other similar reorganization, or a bankruptcy, dissolution, insolvency or other similar event, of the Company, on the one hand, or Nikko, on the other hand, the other member will have a right of first purchase with respect to such member’s interest in the Aprinnova JV, at the fair market value of such interest, in the case of a merger, acquisition, sale or other similar reorganization, and at the lower of the fair market value or book value of such interest, in the case of a bankruptcy, dissolution, insolvency or other similar event.
The Aprinnova JV operates in accordance with the Aprinnova Operating Agreement under which the Aprinnova JV is managed by a Board of Directors consisting of four directors: two appointed by the Company and two appointed by Nikko. In addition, Nikko has the right to designate the Chief Executive Officer of the Aprinnova JV from among the directors and the Company has the right to designate the Chief Financial Officer. The Company determined that it has the power to direct the activities of the Aprinnova JV that most significantly impact its economic performance because of its (i) significant control and ongoing involvement in operational decision making, (ii) guarantee of production costs for certain Aprinnova JV products, as discussed below, and (iii) control over key supply agreements, operational and administrative personnel and other production inputs. The Company has concluded that the Aprinnova JV is a variable-interest entity (VIE) under the provisions of ASC 810, Consolidation, and that the Company has a controlling financial interest and is the VIE's primary beneficiary. As a result, the CompanyAmyris accounts for its investment in the AprinnovaApprinova JV on a consolidation basis, in accordance with ASC 810.
Under the Aprinnova Operating Agreement, profits from the operations of the Aprinnova JV, if any, are distributed as follows: (i) first, to the Company and Nikko (the Members) in proportion to their respective unreturned capital contribution balances, until each Member’s unreturned capital contribution balance equals zero and (ii) second, to the Members in proportion to their respective interests. Any future capital contributions will be made by the Company and Nikko on an equal (50%/50%) basis each time, unless otherwise mutually agreed. For the year ended December 31, 2019,it is considered a $0.3 million distribution was made to Nikko and was recorded as a decrease in noncontrolling interest. In addition, the Company agreed to guarantee a maximum production cost for squalane and hemisqualane to be produced by the Aprinnova JV and to bear any cost of production above such guaranteed costs.
In connection with the contribution of the Leland Facility by the Company to the Aprinnova JV, at the closing of the formation of the Aprinnova JV, Nikko made a loan to the Company in the principal amount of $3.9 million, and the Company in consideration therefore issued a promissory note to Nikko in an equal principal amount, as described in more detail in Note 4, “Debt” under “Nikko Note.” Also, pursuant to the Aprinnova JV Agreement, the Company and Nikko agreed to make initial working capital loans to the Aprinnova JV in the amounts of $0.5 million and $1.5 million, respectively, and again in 2019 with additional loans of $0.2 million each, and in 2019 Nikko provided the Aprinnova JV with $1.2 million of short-term loans to purchase certain manufacturing supplies. These loans are described in more detail in Note 4, “Debt”.variable-interest entity.
The following presents the carrying amounts of the Aprinnova JV’s assets and liabilities included in the accompanying consolidated balance sheets. Assets presented below are restricted for settlement of the Aprinnova JV's obligations and all liabilities presented below can only be settled using the Aprinnova JV resources.
| December 31,
(In thousands) | December 31,
(In thousands) | 2020 | 2019 | December 31,
(In thousands) | 2022 | 2021 |
| Assets | Assets | $24,114 | $17,390 | Assets | $ | 30,373 | | $ | 27,521 | |
| Liabilities | Liabilities | $1,490 | $3,690 | Liabilities | $ | 1,857 | | $ | 5,575 | |
The Aprinnova JV's assets and liabilities are primarily comprised of cash, accounts receivable, inventory, property, plant and equipment, and accounts payable and debt, which are classified in the same categories in the Company's consolidated balance sheets.
The change in noncontrolling interest for the Aprinnova JV for the years ended December 31, 20202022 and 20192021 is as follows:
| Year Ended December 31,
(In thousands) | Year Ended December 31,
(In thousands) | 2020 | 2019 | Year Ended December 31,
(In thousands) | 2022 | 2021 |
| Balance at beginning of year | Balance at beginning of year | $609 | $937 | Balance at beginning of year | $ | 6,265 | | $ | 5,319 | |
| Income (loss) attributable to noncontrolling interest | 4,710 | (328) | |
| Income attributable to noncontrolling interest | | Income attributable to noncontrolling interest | 4,891 | | 5,649 | |
| Distribution to noncontrolling interest | | Distribution to noncontrolling interest | — | | (4,703) | |
| Balance at end of year | Balance at end of year | $5,319 | $609 | Balance at end of year | $ | 11,156 | | $ | 6,265 | |
On December 15, 2022, Nikko and Nippon Surfactant Industries, Co., Ltd. (“Nissa”) entered into an agreement, where Amyris agreed to purchase 39 shares of Aprinnova from Nikko and 10 shares of Aprinnova from Nissa, which constitute 49% of Aprinnova, for $49 million, less applicable deductions and withholdings required by law. The agreement is subject to certain closing conditions, including the payment of the purchase price, $0.3 million related to an existing distribution agreement, $4.3 million related to distributable net cash flows of Apprinnova, and the receipt of required governmental authorizations, approvals, or permits. Upon closing of the transaction, which is expected to occur in the first quarter of 2023, the Company will own 99% of Aprinnova.
RealSweet LLC
On June 1, 2021, the Company entered into a Membership Interest Purchase Agreement (MIPA) with Ingredion Corporation (Ingredion) to sell 31% of RealSweet LLC (RealSweet), a 100% owned Amyris, Inc. subsidiary, which entity owns a manufacturing facility in Brazil. Total consideration was $28.5 million, consisting of $10 million cash, the exchange of a $4 million payable previously due to Ingredion, and $14.5 million of manufacturing intellectual property rights. The terms of the MIPA provide both parties with put/call rights under certain circumstances.
The Company recorded the $28.5 million noncontrolling interest in RealSweet as Mezzanine equity - contingently redeemable noncontrolling interest, which represents the value of Ingredion’s 31% ownership interest in the net assets of the RealSweet subsidiary and recorded a $14.5 million decrease to additional paid-in capital for the difference between the fair value of the consideration received and Ingredion's ownership interest claims against the net assets of the RealSweet subsidiary.
Under the terms of the MIPA, Amyris is funding the construction costs of the project, which are currently estimated to be $155 million. As of December 31, 2022, the Company has funded $126.0 million towards the project and has $8.1 million of contractual purchase commitments for construction related costs.
The following presents the carrying amounts of the RealSweet JV’s assets and liabilities included in the accompanying consolidated balance sheets.
| | | | | | | | |
December 31, (In thousands) | 2022 | 2021 |
| Assets | $ | 158,944 | | $ | 58,340 | |
| Liabilities | $ | 36,927 | | $ | 8,411 | |
The RealSweet JV's assets and liabilities are primarily comprised of cash, property, plant and equipment, and accounts payable.
The change in contingently redeemable noncontrolling interest for the RealSweet JV for the year ended December 31, 2022 and 2021 is as follows:
| | | | | | | | |
Year Ended December 31, (In thousands) | 2022 | 2021 |
| Balance at beginning of year | $ | 28,520 | | $ | — | |
| Loss attributable to noncontrolling interest | (483) | | — | |
| Contribution by contingently redeemable noncontrolling interest | — | | 28,520 | |
| Balance at end of year | $ | 28,037 | | $ | 28,520 | |
Clean Beauty Collaborative, Inc. — Related Party
In October 2020, the Company through its 100% owned subsidiary, Amyris Clean Beauty, Inc. entered into an agreement with Rosie Huntington-Whiteley, (RHW), model turned businesswoman and founder of beauty knowledge and commerce destination, RoseInc.com, for the commercialization of clean sustainable cosmetics under the Amyris umbrella using the creative design capabilities of RHW.
Clean Beauty Collaborative, Inc. (CBC) was formed and is accounted for on a consolidation basis, as it is considered a Delaware Corporation. Amyris Clean Beauty, Inc. has the right to designate 3 Board of Directors and owns 60% of the issued and outstanding common shares and RHW has the right to designate 2 Board of Directors and owns 40% of the issued and outstanding common shares.variable-interest entity. The Company concluded the newly formed legal entity was a VIE due to insufficient equity at-risk and that the Company was the primary beneficiary through its controlling financial interest. Therefore, the Company will consolidate the business activities of the new venture.
At the formation date, RHW assigned all rights and title to the Roseinc.com internet domain name and the ROSE INC. trademark to Clean Beauty Collaborative, Inc., however, no financial assets were contributed by either party. Amyris Clean Beauty, Inc. is committed to the initial funding and commercial launch of the new product line to the general public which is anticipated for lateroccurred in August 2021. As
The following presents the carrying amounts of December 31, 2020,CBC assets and liabilities included in the newly formed company did not have any substantiveaccompanying consolidated balance sheets.
| | | | | | | | |
December 31, (In thousands) | 2022 | 2021 |
| Assets | $ | 20,995 | | $ | 10,817 | |
| Liabilities | $ | 9,765 | | $ | 5,132 | |
CBC assets orand liabilities but incurred a $1.3 million loss related business formationare primarily comprised of cash, accounts receivable, prepaid expenses, inventory and launch activities during the fourth quarter of 2020, of which $0.5 million is attributable to RHW’saccounts payable.
The change in noncontrolling interest and reflected in Income (loss) attributable to noncontrolling interest in the consolidated statement of operationsfor CBC for the yearyears ended December 31, 2020.2022 and 2021 is as follows:
Unconsolidated Investments | | | | | | | | |
Year Ended December 31,
(In thousands) | 2022 | 2021 |
| Balance at beginning of year | $ | (7,001) | | $ | (538) | |
| Loss attributable to noncontrolling interest | (17,068) | | (6,463) | |
| Balance at end of year | $ | (24,069) | | $ | (7,001) | |
Equity-method Investments
Novvi LLC (Novvi)
Novvi LLC (Novvi) is a U.S.-based joint venture among the Company, American Refining Group, Inc., Chevron U.S.A. Inc., and H&R Group US, Inc. Novvi's purpose is to develop, produce, and commercialize base oils, additives, and lubricants derived from Biofene for use in the automotive, commercial, and industrial lubricants markets.
As of December 31, 2020, each of2022, the investorsCompany held equity ownership of 16.1% in Novvi as follows:
| | | | | |
Amyris, Inc. | 18.4 | % |
American Refining Group, Inc. | 8.8 | % |
Chevron U.S.A., Inc. | 61.2 | % |
H&R Group US, Inc. | 11.6 | % |
| 100.0 | % |
Novvi.
The Company accounts for its investment in Novvi under the equity method of accounting, having determined that (i) Novvi is a VIE, (ii) the Company is not Novvi's primary beneficiary, and (iii) the Company has the ability to exert significant influence over Novvi. Under the equity method, theaccounting. The Company's share of profits and losses and impairment charges on investments in affiliates are included in “Loss from investments in affiliates” in the consolidated statements of operations. In accordance with equity-method accounting, the Company records its share of Novvi's earnings or losses for each accounting period and adjusts the investment balance accordingly. However, theThe Company is not obligated to fund Novvi's potential future losses, so the Company will not record equity-method losses that would result in the investment in Novvi falling to below zero and becoming a liability.zero. As of December 31, 20202022 and 2019,December 31, 2021, the carrying amount of the Company's equity investment in Novvi was $2.4$0.0 million and $4.7 million, respectively.$2.7 million.
AMF Low Carbon LLC
In December 2021, MF 92 Ventures LLC (Minerva), a Minerva Foods subsidiary, and Amyris entered into an agreement to establish AMF Low Carbon LLC (AMF Low Carbon). The purpose of AMF Low Carbon is to create, develop, market, and sell its products in the recombinant proteins segment, including individual animal proteins, vegetable proteins, and other similar inputs and products. The products will be produced through a fermentation or brewing process of sugars derived from sugarcane plants. AMF Low Carbon and Amyris also entered into a license agreement and a supply agreement. The Company contributed a perpetual, exclusive, worldwide, royalty-free, non-sublicensable license to certain intellectual property to develop Heparin and products that extend the shelf life of beef in exchange for its 40% interest in AMF Low Carbon. If and when product development is successful, Amyris will manufacture and sell the products to AMF Low Carbon in return for consideration on a cost-plus fixed margin basis. Minerva is obligated to fund $7.5 million in exchange for its 60% interest in AMF Low Carbon. The initial carrying value of the equity method investment in AMF Low Carbon is $5.0 million. Under the equity method, the Company records its share of AMF Low Carbon's profits or losses in “Loss from investments in affiliates” in the consolidated statements of operations. The Company recorded a loss from investments in affiliates of $2.0 million from inception through December 31, 2022. As of December 31, 2022 and 2021, the carrying amount of the Company's equity investment in AMF Low Carbon was $3.0 million.
AccessBio LLC
In December 2021, ImmunityBio, Inc. and Amyris entered into an agreement governing the operation and management of AccessBio LLC (AccessBio). The purpose of AccessBio is the clinical development, manufacture, and commercialization of therapeutic, prophylactic, or diagnostic agent, that contains or uses the RNA Vaccine Platform or any element of the RNA Vaccine for the prevention and/or treatment of COVID-19 infection.
The Company contributed an intellectual property sublicense in certain intellectual property rights granted to Amyris under a world-wide, royalty-bearing, exclusive, sublicensable license in the Infectious Disease Research Institute (IDRI) technology and a rvRNA COVID-19 vaccine developed in connection with a collaboration and license agreement between the Company and IDRI. The sublicense contributed to AccessBio is a world-wide, royalty-bearing, exclusive license for the development and commercialization of the rvRNA COVID-19 vaccine. The Company received 50% equity interest in AccessBio with a fair value of $9.0 million in exchange for the sublicense. In accordance with the agreement, Amyris contributed an additional $1.0 million cash after closing.
The Company accounts for its investment in AccessBio using the equity method. Under the equity method, the Company records its share of AccessBio's profits or losses for each accounting period in “Loss from investments in affiliates” in the consolidated statements of operations. The Company recorded a loss on equity method investment of $4.7 million and $5.3 million for the periods ended December 31, 2022 and December 31, 2021. As of December 31, 2022 and December 31, 2021, the carrying amount of the Company's equity investment in AccessBio was $0.0 million and $3.7 million.
8. Net Loss per Share Attributable to Common Stockholders
The Company computes net loss per share in accordance with ASC 260, “Earnings per Share.” Basic net loss per share of common stock is computed by dividing the Company’s net loss attributable to Amyris, Inc. common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is computed by giving effect to all potentially dilutive securities, including stock options, restricted stock units, convertible preferred stock, convertible promissory notes, and common stock warrants, and contingently issuable common stock, using the treasury stock method or the as convertedas-converted method, as applicable. For the year ended December 31, 2020, basic net loss per share was the same as diluted net loss per share because the inclusion of all potentially dilutive securities outstanding was anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss were the same for those years.
The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common stock and participating securities based on their respective rights if the participating security contractually participates in losses. The Company’s convertible preferred stock are participating securities as they contractually entitle the holders of such shares to participate in dividends and contractually require the holders of such shares to participate in the Company’s losses.
The following table presents the calculation of basic and diluted net loss per share of common stock attributable to Amyris, Inc. common stockholders:
| | | | | | | | |
Years Ended December 31,
(In thousands, except shares and per share amounts) | 2020 | 2019 |
| Numerator: | | |
| Net loss attributable to Amyris, Inc. | $ | (331,039) | | $ | (242,767) | |
| Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock | (67,151) | | 0 | |
| Less: deemed dividend to preferred stockholder on issuance and modification of common stock warrants | 0 | | (34,964) | |
| Add: loss allocated to participating securities | 15,879 | | 7,380 | |
| Net loss attributable to Amyris, Inc. common stockholders, basic | (382,311) | | (270,351) | |
| Adjustment to loss allocated to participating securities | 0 | | 137 | |
| Gain from change in fair value of derivative instruments | 0 | | (4,963) | |
| Net loss attributable to Amyris, Inc. common stockholders, diluted | $ | (382,311) | | $ | (275,177) | |
| | |
| Denominator: | | |
| Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic | 203,598,673 | | 101,370,632 | |
| Basic loss per share | $ | (1.88) | | $ | (2.67) | |
| | |
| Weighted-average shares of common stock outstanding | 203,598,673 | | 101,370,632 | |
| Effect of dilutive common stock warrants | 0 | | (74,057) | |
| Weighted-average common stock equivalents used in computing net loss per share of common stock, diluted | 203,598,673 | | 101,296,575 | |
| Diluted loss per share | $ | (1.88) | | $ | (2.72) | |
| | | | | | | | | | | |
Years Ended December 31,
(In thousands, except shares and per share amounts) | 2022 | 2021 | 2020 |
| Numerator: | | | |
| Net loss attributable to Amyris, Inc. | $ | (528,510) | | $ | (270,969) | | $ | (331,039) | |
| Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock | — | | — | | (67,151) | |
| Add: loss allocated to participating securities | — | | 507 | | 15,879 | |
| Net loss attributable to Amyris, Inc. common stockholders, basic | (528,510) | | (270,462) | | (382,311) | |
| Adjustment to loss allocated to participating securities | — | | (507) | | — | |
| Interest on convertible debt | 2,750 | | — | | — | |
| Gain from change in fair value of debt | (45,254) | | — | | — | |
| Gain from change in fair value of derivative instruments | (3,883) | | (14,279) | | — | |
| Net loss attributable to Amyris, Inc. common stockholders, diluted | $ | (574,897) | | $ | (285,248) | | $ | (382,311) | |
| | | |
| Denominator: | | | |
| Weighted-average shares of common stock outstanding used in computing loss per share of common stock, basic | 320,752,600 | | 292,343,431 | | 203,598,673 | |
| Basic loss per share | $ | (1.65) | | $ | (0.93) | | $ | (1.88) | |
| | | |
| Weighted-average shares of common stock outstanding | 320,752,600 | | 292,343,431 | | 203,598,673 | |
| Effect of dilutive convertible debt | 18,404,839 | | — | | — | |
| Effect of dilutive common stock warrants | 176,555 | | 324,200 | | — | |
| Weighted-average common stock equivalents used in computing loss per share of common stock, diluted | 339,333,994 | | 292,667,631 | | 203,598,673 | |
| Diluted loss per share | $ | (1.69) | | $ | (0.97) | | $ | (1.88) | |
The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive:
| | | | | | | | |
| Years Ended December 31, | 2020 | 2019 |
| Period-end common stock warrants | 38,248,741 | | 59,204,650 | |
Convertible promissory notes(1) | 22,061,759 | | 13,381,238 | |
| Period-end stock options to purchase common stock | 6,502,096 | | 5,620,419 | |
| Period-end restricted stock units | 7,043,909 | | 5,782,651 | |
| Period-end preferred shares on an as-converted basis | 1,943,661 | | 1,943,661 | |
| Total potentially dilutive securities excluded from computation of diluted net loss per share | 75,800,166 | | 85,932,619 | |
| | | | | | | | | | | |
| Years Ended December 31, | 2022 | 2021 | 2020 |
| Common stock warrants and warrant exercise rights | 28,633,956 | | 5,741,297 | | 38,248,741 | |
Convertible promissory notes(1) | 86,683,389 | | 86,683,389 | | 22,061,759 | |
| Stock options to purchase common stock | 4,504,430 | | 3,087,225 | | 6,502,096 | |
| Restricted stock units | 16,897,826 | | 13,731,320 | | 7,043,909 | |
| Contingently issuable common shares | 1,187,508 | | 5,383,580 | | — | |
| Preferred shares on an as-converted basis | — | | — | | 1,943,661 | |
| Total potentially dilutive securities excluded from computation of diluted loss per share | 137,907,109 | | 114,626,811 | | 75,800,166 | |
______________
(1) The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect as of the respective period end dates. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price under certain circumstances, which could potentially increase the dilutive shares outstanding. Another portion of the convertible promissory notes issued carries a provision for an increase in the conversion rate under certain circumstances, which could also potentially increase the dilutive shares outstanding.
9. Commitments and Contingencies
Guarantor Arrangements
The Company has agreements whereby it indemnifies its executive officers and directors for certain events or occurrences while the executive officer or director is serving in his or her official capacity. The indemnification period remains enforceable for the executive officer's or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any future payments. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. Accordingly, the Companyminimal and had 0no liabilities recorded for these agreements as of December 31, 20202022 and 2019.2021.
The Foris Convertible Note (see Note 4, "Debt") is collateralized by first-priority liens on substantially all of the Company's assets, including Company intellectual property, other than certain Company intellectual property licensed to DSM, the Company's international subsidiaries, and the Company's shares of Aprinnova.Company’s ownership interests in joint ventures. Certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the Foris Convertible Note.
The obligations of the Company under the Naxyris Note (see Note 4, "Debt")DSM Term Loan are (i) guaranteed by the Subsidiary Guarantorscertain Amyris subsidiaries, and (ii) secured by a perfected security interest in substantially all of the assets of the Company and the Subsidiary Guarantors (the Collateral), junior incertain payment priorityobligations due to Foris subject to certain limitations and exceptions, as well as the terms of the Intercreditor Agreement.Amyris from DSM Nutritional Products Ltd.
The Nikko $3.9 million note is collateralized byIn October 2021, the Company entered into a first-priority lien on 10.0%10-year manufacturing partnership agreement with Renfield Manufacturing, LLC (Renfield) to provide manufacturing services and third-party logistics processes, including inventory management, warehousing, and fulfillment for certain of the Aprinnova JV interests owned byCompany’s consumer product lines. The Company also provided a $0.5 million letter of credit and guarantee to the Company.
The promissory notes issuedlessor of the Renfield manufacturing facility, which extends through August 2032. If Renfield fails to perform under the 2019 DSM Credit Agreement (see Note 4, "Debt") are secured by a first-priority lien on certain Company intellectual property licensed to DSM.
The obligations offacility lease, the Company can terminate the manufacturing agreement. The Company expects that its potential future performance under the Schottenfeld Notes (see Note 4, "Debt") are secured by a perfected security interest in substantially allguarantee is not probable of the assets ofoccurrence. Accordingly, the Company had no liabilities recorded for the guarantee as of December 31, 2022 and the Subsidiary Guarantors, junior in payment priority to Foris and Naxyris subject to the Subordination Agreement among Foris, Naxyris and the Schottenfeld Lenders.December 31, 2021.
Other Matters
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but will only be recorded when one or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgement. In assessing loss contingencies related to legal proceedings that are pending against and by the Company or unasserted claims that may result in such proceedings, the Company's management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
On April 3, 2019, a securities class action complaint was filed against Amyristhe Company and our CEO, John G. Melo, and former CFO, (and current Chief Business Officer), Kathleen Valiasek, in the U.S. District Court for the Northern District of California. The complaint seeks unspecified damages on behalf of a purported class that would comprise all persons and entities that purchased or otherwise acquired our securities between March 15, 2018 and March 19, 2019. The complaint, which was amended by the lead plaintiff on September 13, 2019, allegesCalifornia, alleging securities law violations based on statements and omissions made by the Company during such period.in 2018-2019. On October 25, 2019,February 4, 2022, the defendants filedparties reached a motion to dismisstentative settlement of the securities class action complaint, whichin the amount of $13,500,000 to be paid from the Company's insurer. On November 8, 2022, the settlement agreement was deniedfully approved by the court on October 5, 2020. The Company filed its answer to the securities class action complaint on October 26, 2020. court.
Subsequent to the filing of the securities class action complaint
described above, on June 21, 2019 and October 1, 2019, respectively, two separate purported shareholder derivative complaints were filed in the U.S. District Court for the Northern District of California (Bonner v. Doerr, et al., and Carlson v. Doerr, et al.) based on similar allegations to those made in the securities class action complaint described above and naming the Company, and certain of the Company’s current and former officers and directors, as defendants. The derivative lawsuits sought to recover, on the Company’s behalf, unspecified damages purportedly sustained by the Company in connection with allegedly misleading statements and omissions made in connection with the Company’s securities filings. The derivative lawsuits were dismissed on October 18, 2019 (Bonner) and December 10, 2019 (Carlson), without prejudice. On November 3, 2020, Bonner re-filed its derivative complaint against the Company in San Mateo County Superior Court. The Company filed its demurrer to the complaint on January 13, 2021; and the hearing is scheduled for April 22, 2021. An additional shareholder derivative complaint (Kimbrough v. Melo, et al.),
substantially identical to the Bonner complaint, was filed on December 18, 2020 in the United StatesU.S. District Court for the Northern District of California. By agreement, the Kimbrough and Bonner complaints were consolidated for all purposes on April 9, 2021. On February 19, 2021,June 20, 2022, the Company filed itsCourt granted the Company's motion to dismiss Bonner's amended complaint without prejudice. Subsequently, Bonner informed the KimbroughCourt that it did not intend to file a second amended complaint. TheOn August 18, 2022, the Court issued the judgment in favor of the Company believesand awarded the securities class action complaint, andCompany an immaterial amount in costs. On September 9, 2022, Bonner filed a notice of appeal of the derivative complaints, lack merit, and intends to continue to defend itself vigorously. Given the early stage of these proceedings, it is not yet possible to reliably determine any potential liability that could result from these matters.Court's decision.
On July 24,August 23, 2020, a securities class action complaint was filedLavvan, Inc. (Lavvan) brought claims in arbitration against Amyris and the members of the Board in the Court of Chancery of the State of Delaware (Flatischler v. Melo, et. al.). The complaint alleged a breach of fiduciary obligation to disclose material information to stockholders in the proxy statement filed with the Securities and Exchange Commission on July 6, 2020 (Proxy), with respect to the Company’s special stockholders’ meeting held on August 14, 2020 (Special Meeting), at which stockholders were to vote to approve the conversion of all outstanding indebtedness under the Foris Convertible Note and of the Series E Preferred Stock held by Foris issued in the Company's June 2020 PIPE into shares of common stock, in accordance with Nasdaq Listing Standard Rule 5635(d). See Note 4, “Debt,” “Amendment No. 1 to Foris LSA — Foris, Related Party,” and Note 6, “Stockholders’ Deficit,” “June 2020 PIPE,” and “Series E Convertible Preferred Stock and Amendment to Articles of Incorporation or Bylaws” in Part II, Item 8 of this Annual Report on Form 10-K for more information. The plaintiffs sought to enjoin the Special Meeting. On August 6, 2020, the plaintiffs withdrew their complaint as moot following the Company’s filing of a supplement to the Proxy on August 5, 2020. The Proxy supplement provided additional information regarding the approval process of the Foris transactions outlined above and the June 2020 PIPE, and the relationships between the Company under that certain Research, Collaboration and its financial advisors to the June 2020 PIPE. Without admitting that the allegations in the complaint had any merit, the Company decided it was in its and the stockholders’ best interests to agree to pay $125,000 to plaintiff’s counsel in full satisfaction of its claim for attorneys’ fees and expenses incurred by filing the complaint. Three substantially similar complaints were filed: on July 28, 2020, in the United States District Court of Delaware (Sabatini v. Amyris, Inc.); on July 31, 2020, in the Northern District of California (Nair v. Amyris);License Agreement dated March 18, 2019, as amended (RCLA), and, on August 4, 2020, in the Southern District of New York (Chamorro v. Amyris). Amyris answered the Chamorro case on October 19, 2020. The plaintiffs in the Sabatini and Nair cases voluntarily dismissed their complaints on October 8, and October 22, 2020, respectively, and the plaintiff for the Chamorro case agreed to dismiss without prejudice upon a nominal payment by the Company.
On September 10, 2020, LAVVAN, Inc. (Lavvan)Lavvan filed a suit against the Company in the United StatesU.S. District Court for the Southern District of New York alleging breach of contract, patent infringement,(SDNY). The evidentiary hearing took place in arbitration from October 24 through 28, 2022. Both the arbitration and trade secret misappropriation in connection with that certain Research, CollaborationSDNY proceedings are currently pending, and License Agreement between Lavvan and Amyris, dated March 18, 2019, as amended (Cannabinoid Agreement). Amyris filed motions to compel arbitration or to dismiss on October 2, 2020. On October 30, Lavvan filed its opposition to the motions and the Company filed its reply to such opposition on November 13, 2020. The Company believes the suit lacks merit and intends to continue to defend itself vigorously. Given the early stage of these proceedings, it is not yet possible to reliably determine any potential liability that could result therefrom. The Company believes Lavvan’s claims lack merit and intends to continue to defend itself vigorously.
On February 22, 2023, Disruptional Ltd. and &Vest Beauty Labs LP, sellers of Beauty Labs International Ltd., a business acquired by the Company on August 31, 2021, filed a complaint against the Company in New York State court, alleging, among other things, a breach of contract related to earnout payments. The Company believes the Sellers’ claims lack merit and intends to defend itself vigorously.
The Company is subject to disputes and claims that arise or have arisen in the ordinary course of business and that have not resulted in legal proceedings or have not been fully adjudicated. Such matters that may arise in the ordinary course of business are subject to many uncertainties and outcomes are not predictable with reasonable assurance and therefore an estimate of all the reasonably possible losses cannot be determined at this time. Therefore, if one or more of these legal disputes or claims resulted in settlements or legal proceedings that were resolved against the Company for amounts in excess of management’s expectations, the Company’s consolidated financial statements for the relevant reporting period could be materially adversely affected.
10. Revenue Recognition
Disaggregation of Revenue
The following tables presenttable presents revenue by primary geographical market, based on the location of the customer, as well as by major product and service:
| | | 2020 | | 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Years Ended December 31,
(In thousands) | Years Ended December 31,
(In thousands) | Renewable Products | Licenses and Royalties | Grants and Collaborations | TOTAL | | Renewable Products | Licenses and Royalties | Grants and Collaborations | TOTAL | Years Ended December 31,
(In thousands) | 2022 | | 2021 | | 2020 |
| | | Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | TOTAL | | Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | TOTAL | | Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | TOTAL |
| Europe | Europe | $ | 17,156 | | $ | 50,991 | | $ | 8,765 | | $ | 76,912 | | | $ | 10,092 | | $ | 54,043 | | $ | 6,674 | | $ | 70,809 | | Europe | $ | 20,340 | | $ | 15,329 | | $ | 7,666 | | $ | 43,335 | | | $ | 14,323 | | $ | 149,800 | | $ | 10,770 | | $ | 174,893 | | | $ | 17,156 | | $ | 50,991 | | $ | 8,765 | | $ | 76,912 | |
| United States | 68,675 | | 0 | | 526 | | 69,201 | | | 34,295 | | 0 | | 24,376 | | 58,671 | | |
| North America | | North America | 174,936 | | 17,105 | | 5,915 | | 197,956 | | | 115,493 | | 24,012 | | 1,684 | | 141,189 | | | 68,675 | | — | | 526 | | 69,201 | |
| Asia | Asia | 13,720 | | 0 | | 8,517 | | 22,237 | | | 11,503 | | 0 | | 7,477 | | 18,980 | | Asia | 18,090 | | — | | 1,481 | | 19,571 | | | 16,362 | | — | | 5,848 | | 22,210 | | | 13,720 | | — | | 8,517 | | 22,237 | |
| Brazil | 4,105 | | 0 | | 0 | | 4,105 | | | 3,612 | | 0 | | 115 | | 3,727 | | |
| South America | | South America | 5,589 | | — | | 28 | | 5,617 | | | 1,907 | | — | | — | | 1,907 | | | 4,105 | | — | | — | | 4,105 | |
| Other | Other | 682 | | 0 | | 0 | | 682 | | | 370 | | 0 | | 0 | | 370 | | Other | 3,368 | | — | | — | | 3,368 | | | 1,618 | | — | | — | | 1,618 | | | 682 | | — | | — | | 682 | |
| | $ | 104,338 | | $ | 50,991 | | $ | 17,808 | | $ | 173,137 | | | $ | 59,872 | | $ | 54,043 | | $ | 38,642 | | $ | 152,557 | | | $ | 222,323 | | $ | 32,434 | | $ | 15,090 | | $ | 269,847 | | | $ | 149,703 | | $ | 173,812 | | $ | 18,302 | | $ | 341,817 | | | $ | 104,338 | | $ | 50,991 | | $ | 17,808 | | $ | 173,137 | |
The following table presents revenue by management revenue classification and by major product and service:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Years Ended December 31,
(In thousands) | 2022 | | 2021 | | 2020 |
| Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | Total | | Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | Total | | Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | Total |
| Consumer | $ | 171,484 | | $ | 431 | | $ | 5,003 | | $ | 176,918 | | | $ | 91,041 | | $ | 13 | | $ | 934 | | $ | 91,988 | | | $ | 51,627 | | $ | — | | $ | — | | $ | 51,627 | |
| Technology access | 50,839 | | 32,003 | | 10,087 | | 92,929 | | | 58,662 | | 173,799 | | 17,368 | | 249,829 | | | 52,711 | | 50,991 | | 17,808 | | 121,510 | |
| $ | 222,323 | | $ | 32,434 | | $ | 15,090 | | $ | 269,847 | | | $ | 149,703 | | $ | 173,812 | | $ | 18,302 | | $ | 341,817 | | | $ | 104,338 | | $ | 50,991 | | $ | 17,808 | | $ | 173,137 | |
Significant Revenue Agreements
Yifan Collaborations
From September 2018 to December 2019, the Company entered into a series of license and collaboration agreements, culminating in a master services agreement for research and development services, with a subsidiary of Yifan Pharmaceutical Co., Ltd. (Yifan), a leading Chinese pharmaceutical company. Upon execution of the master services agreement in December 2019 (the Collaboration Agreement), the Company evaluated and concluded that the series of agreements should be combined and accounted for as a single revenue contract under ASC 606.
The Yifan Collaboration Agreement has a total transaction price of $21.0 million, subject to the variable consideration constraint guidance in ASC 606 using the most likely outcome method to estimate the variable consideration associated with the identified performance obligation. The Company concluded the Collaboration Agreement contained a single performance obligation of research and development services provided continuously over time. The Collaboration Agreement provides for upfront and periodic payments based on project milestones. The Company concluded the performance obligation is delivered continuously over time and that revenue recognition is based on an input measure of progress as labor hours are expended in the achievement of the performance obligations (i.e., proportional performance). Estimates of variable consideration are updated quarterly, with cumulative adjustments to revenue recorded as necessary. The Company recognized $8.5 million and $6.1 million of collaboration revenue for the 12 months ended December 31, 2020 and 2019, respectively, and $14.6 million of cumulative-to-date collaboration revenue. At December 31, 2020, the Company also recorded a $3.6 million contract asset in connection with the Collaboration Agreement.
Cannabinoid Agreement
On May 2, 2019, the Company consummated a research, collaboration and license agreement (the Cannabinoid Agreement) with LAVVAN, Inc., an investment-backed company (Lavvan), to develop, manufacture and commercialize cannabinoids, subject to certain closing conditions. Under the agreement, the Company would perform research and development activities and Lavvan would be responsible for the manufacturing and commercialization of the cannabinoids developed under the agreement. The Cannabinoid Agreement principally funds milestones that include both technical R&D targets and completion of production campaigns, with the Company also entitled to receive certain supplementary research and development funding from Lavvan. Additionally, the Cannabinoid Agreement provides for profit share to the Company on Lavvan's gross profit margin once products are commercialized. On May 2, 2019, the parties formed a special purpose entity to hold certain intellectual property created during the collaboration (the Cannabinoid Collaboration IP), the licensing of certain Company intellectual property to Lavvan, the licensing of the Cannabinoid Collaboration IP to the Company and Lavvan, and the granting by the Company to Lavvan of a lien on the Company background intellectual property being licensed to Lavvan under the Cannabinoid Agreement, which lien would be subordinated to the lien on such intellectual property under the Foris Convertible Note (see Note 4, “Debt”). On March 11, 2020, the parties revised the agreement to reflect product specifications and cost assumptions.
The Cannabinoid Agreement is accounted for as a revenue contract under ASC 606, with the total transaction price estimated and updated on a quarterly basis, subject to the variable consideration constraint guidance in ASC 606 using the most likely outcome method to estimate the variable consideration associated with the identified performance obligations. The
Company concluded the agreement contained a single performance obligation of research and development services. The Company also concluded that the performance obligation is continuously delivered over time and that revenue recognition is based on an input measure of progress of labor hours incurred compared to total estimated labor hours to be incurred (i.e., proportional performance). Estimates of variable consideration are updated quarterly, based on changes in estimated project plan hours, with proportional performance adjustments to quarterly revenue as necessary. Prior to September 30, 2020, the Company estimated the total unconstrained transaction price to be $145 million, based on a high probability of achieving certain underlying milestones, and had recognized $18.3 million of cumulative revenue to date. As of December 31, 2020, the Company has constrained $282 million of variable consideration which relates to milestones that do not meet the criteria necessary under ASC 606 to be included in the transaction price. The Company recognized no collaboration revenue for the 12 months ended December 31, 2020, and in the third quarter of 2020, the Company recorded a credit loss reserve against a previously recorded $8.3 million contract asset in connection with the Cannabinoid Agreement. See Contract Assets and Liabilities below for further information.
Firmenich Agreements
In July 2017, the Company and Firmenich entered into the Firmenich Collaboration Agreement (for the development and commercialization of multiple renewable flavors and fragrances molecules), pursuant to which the parties agreed to exclude certain molecules from the scope of the agreement and to amend certain terms connected with the supply and use of such molecules when commercially produced. In addition, the parties agreed to (i) fix at a 70/30 basis (70% for Firmenich) the ratio at which the parties will share profit margins from sales of two molecules; (ii) set at a 70/30 basis (70% for Firmenich) the ratio at which the parties will share profit margins from sales of a distinct form of compound until Firmenich receives $15.0 million more than the Company in the aggregate from such sales, after which time the parties will share the profit margins 50/50 and (iii) a maximum Company cost of a compound where a specified purchase volume is satisfied, and alternative production and margin share arrangements in the event such Company cost cap is not achieved.
In August 2018, the Company and Firmenich entered into the Firmenich Amended and Restated Supply Agreement, which incorporates all previous amendments and new changes and supersedes the September 2014 supply agreement. With this Amended and Restated Supply Agreement, the parties agreed on the molecules to be supplied under the agreement and the commercial specifications of these products and made some adjustments to the pricing of the molecules.
Pursuant to the Firmenich Collaboration Agreement, the Company agreed to pay a one-time success bonus to Firmenich of up to $2.5 million if certain commercialization targets are met. Such targets have not yet been met as of December 31, 2020. The one-time success bonus will expire upon termination of the Firmenich Collaboration Agreement, which has an initial term of 10 years and will automatically renew at the end of such term (and at the end of any extension) for an additional 3-year term unless otherwise terminated. At December 31, 2020, the Company had a $0.7 million liability associated with this one-time success bonus that has been recorded as a reduction to the associated collaboration revenue.
DSM Revenue Agreements
DSM License Agreement
In December 2020, the Company and DSM entered into an agreement (Farnesene Framework Agreement) that granted DSM a field of use license covering specific intellectual property (Farnesene Intellectual Property) of the Company used in the production and sale of farnesene under a certain farnesene supply agreement (Farnesene Supply Agreement), and assigned the Company’ rights and obligations under the Farnesene Supply Agreement to DSM, in exchange for a non-refundable upfront license fee totaling $40 million, with $30 million due at closing and $10 million due on or before March 31, 2021. The Company is also entitled to two additional of payments of $5 million each if DSM produces and/or sells certain volumes of farnesene under the supply contract before December 31, 2026.
To affect the transaction, the Company granted DSM an exclusive, royalty-bearing, perpetual, world-wide, transferable license to the Farnesene Intellectual Property with the right for DSM to grant and authorize sublicense to affiliates and third parties, to make, have made, import, have imported, use, have used, sell, have sold, offer for sale, or have offered for sale, farnesene solely for purposes currently permitted under the assigned Farnesene Supply Agreement. The specific field of use farnesene license was determined to be functional intellectual property allowing DSM the use and benefit from the technology. The Company concluded the intellectual property license and the assignment and assumption agreement combined to form a combined revenue contract under ASC 606 with a single performance obligation, that once delivered is satisfied at a point in time. The Company also determined the potential additional payments represent variable consideration, rather than a separate performance obligation, since the Company assigned, and DSM assumed, all of the Company’s rights
and obligations under the supply contract. The contingent payments will be accounted for if and when the contingent events occur similar to the guidance described under the sales-based royalty scope exception in ASC 606-10-55-65.
Given that DSM is a related party, the Company performed an income approach discounted cash flow analysis, in part with the assistance of a third-party valuation firm, and concluded the consideration received in exchange for the intellectual property license and contractual asset represented the fair value and stand-alone selling price of the combined contracts and singular performance obligation. The Company also concluded the license and related supply agreement assignment had been fully delivered with no further performance obligation upon closing the transaction, and recognized license revenue of $40.0 million in the period ended December 31, 2020.
DSM Ingredients Collaboration
In September 2017, the Company entered into a collaboration agreement with DSM (DSM Collaboration Agreement) to jointly develop a new molecule in the Clean Health market using the Company’s technology (DSM Ingredient), which the Company would have the sole right to manufacture, and DSM would commercialize. Pursuant to the DSM Collaboration Agreement, DSM provides funding for the development of the DSM Ingredients in the form of milestone-based payments and, upon commercialization, the parties would enter into supply agreements whereby DSM would purchase the applicable DSM Ingredient from the Company at prices agreed by the parties. The development services are directed by a joint steering committee with equal representation by DSM and the Company and are governed by a milestone project plan. The timing of milestone achievements is subject to review and revision as agreed by the joint steering committee. In addition, the parties will share profit margin from DSM’s sales of products that incorporate the DSM Ingredient subject to the DSM Collaboration Agreement.
The DSM Collaboration Agreement is accounted for as a revenue contract under ASC 606 and had a total transaction price of $14.1 million, subject to the variable consideration constraint guidance in ASC 606 using the most likely outcome method to estimate the variable consideration associated with the identified performance obligations. The Company concluded the agreement contained milestone performance obligations ofprovides DSM with research and development services delivered continuously over time and that revenue recognitionfor specific field of use ingredients. Revenue is recognized based on an input measure of progress as labor hours are expended ineach quarter. DSM funded the achievement of the performance obligations (i.e., proportional performance).
In the fourth quarter of 2020, the DSM Collaboration Agreement was amended to eliminate all milestone targets in the original project plan and to replace the project plandevelopment work with funding payments of $2.0 million quarterly from October 1, 2020 to September 30, 20202021 for research and development services singularly focused on achieving a certain fermentation yield and cost target over the twelve-month period. The amendment also transfersDuring the Company’s manufacturing rights to DSMyears ended December 31, 2022 and replaces2021, the value share payments with a tiered perpetual royalty scheme that provides Amyris royalties upon commercialization at the specific cost target, if achieved. The initial royalty rate decreases through year 10Company recognized $4.0 million and then reduces to 2% thereafter. DSM’s decision to commercialize$6.0 million of collaboration revenue in connection with the Amyris technology is subject to certain conditions, including achievement of the cost target.agreement.
This amendment was determined to be a contract modification under ASC 606DSM License Agreement and accounted for as a separate contract due to the change in the scope of each parties’ rights and obligations and the change in transaction price. The Company concluded the agreement contained a single performance obligation to provide research and development services delivered over time and that revenue recognition is based on an input measure of progress as labor hours are expended each quarter. The right to receive royalties on future product sales will be accounting for as variable consideration under the the sales-based royalty exception, which requires the Company to estimate the revenue to be recognized at a point in time when the licensee’s product sales occur. The Company recognized $7.0 million and $4.9 million of revenue for the year ended December 31, 2020 and 2019, respectively, and $11.9 million of cumulative-to-date collaboration revenue related to the DSM Collaboration Agreement, as amended.
DSM Value Sharing AgreementContract Assignment
In December 2017,March 2021, the Company and DSM entered into a value sharinglicense agreement (Value Sharing Agreement), pursuant to whichand asset purchase agreement where DSM agreed to make certain royalty paymentsacquired exclusive rights to the Company’s Flavor and Fragrance (F&F) product portfolio. The Company representing a portiongranted DSM exclusive licenses covering specific intellectual property of the profit on the sale of products produced using farnesene purchased under a third party supply agreement with DSM.
In April 2019, the Company assigned to DSM, and DSM assumed, all ofassigned the Company’s rights and obligations under certain F&F ingredients supply agreements to DSM, in exchange for non-refundable upfront consideration totaling $150 million, and up to $235 million of contingent consideration if and when certain commercial milestones are achieved in each of the Value Sharingcalendar years 2022 through 2024. The Company recognized $143.6 million of license and royalty revenue during the year ended December 31, 2021. The Company is recognizing revenue at the later of (1) when the underlying sales or usage has occurred and (2) the related performance obligation has been satisfied (or partially satisfied). During the year ended December 31, 2022, the Company recognized $31.8 million of license and royalty revenue.
PureCircle License and Supply Agreement
On June 1, 2021, the Company and PureCircle Limited (PureCircle), a subsidiary of Ingredion Incorporated, entered into an intellectual property license agreement under which the Company (i) granted certain intellectual property licenses to PureCircle to make, have made, commercialize, and advance the development of sustainably sourced, zero-calorie, nature-based sweeteners and potentially other types of fermentation-based ingredients, as the exclusive global business-to-business commercialization partner for aggregate considerationthe Company’s sugar reduction technology that includes fermented RebM, (ii) entered into a product supply and profit sharing agreement to provide manufacturing services and products to PureCircle, and (iii) assigned and transferred certain customer contracts to PureCircle related to the sale and distribution of RebM. Ingredion purchased 31% of the membership interests in Amyris RealSweet LLC (RealSweet), a 100% owned subsidiary of the Company, which entity owns the new manufacturing facility in Brazil. Ingredion’s purchase of $57.0 million, which included $7.4 million (less a discount for early payment of $0.7 million) received on March 29, 2019 for the third and final guaranteed annual royalty payment due under the original agreement.contingently redeemable noncontrolling
interest in RealSweet was deemed to be an equity transaction. Under the PureCircle license agreement, the Company will continue to own and market its Purecane® consumer brand offering of tabletop and culinary sweetener products to consumers. As consideration for the license and product supply agreements, the Company received a $10 million license fee at closing and may receive additional payments of up to $35 million upon achievement of certain milestones related to RebM sales and manufacturing cost targets. Additionally, under the product supply and profit sharing agreement, the Company will earn revenues from product sales to PureCircle and a profit share from future product sales, including RebM, by PureCircle. In connection with the arrangement, the Company recognized license revenue of $10 million during the year ended December 31, 2021.
The original Value Sharing Agreement was accounted for as a single performance obligationRevenue in connection with an intellectual property license with fixed and determinable consideration and variable consideration that was accounted for pursuant to the sales-based royalty scope exception. The April 2019 assignment of the Value Sharing Agreement was accounted for as a contract modification under ASC 606, resulting in additional fixed and determinable consideration of $37.1 million and variable consideration of $12.5 million in the form of a stand-ready obligation to refund some or all of the $12.5 million consideration if certain criteria outlined in the assignment agreement are not met by December 2021. The Company periodically updated its estimate of amounts to be retained and reduced the refund liability and recorded additional license and royalty revenue as the criteria were met. The effect of the contract modification on the transaction price, and on the Company’s measure of progress toward complete satisfaction of the performance obligation was recognized as an adjustment to revenue at the date of the contract modification on a cumulative catch-up basis. As a result, the Company recognized $37.1 million of license and royalty in the second quarter of 2019, due to fully satisfying the performance obligation at the modification date. The Company also recognized an additional $3.6 million of previously deferred royalty revenue under the Value Sharing Agreement, as the remaining underlying performance obligation was fully satisfied through the April 16, 2019 assignment of the agreement to DSM. The Company recorded an additional $8.8 million and $3.7 million of license and royalty revenue in the fourth quarter of 2019 and the first quarter of 2020, respectively, related to a change in the estimated refund liability.Significant Revenue Agreements
In connection with the significant revenue agreements discussed above and others previously disclosed, the Company recognized revenue for the years ended December 31, 20202022 and 20192021 in connection with significant revenue agreements and from all other customers as follows:
| | | 2020 | | 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Years Ended December 31,
(In thousands) | Years Ended December 31,
(In thousands) | Renewable Products | Licenses and Royalties | Grants and Collaborations | TOTAL | | Renewable Products | Licenses and Royalties | Grants and Collaborations | TOTAL | Years Ended December 31,
(In thousands) | 2022 | | 2021 | | 2020 |
| Revenue from significant revenue agreements with: | | | | |
| | | Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | TOTAL | | Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | TOTAL | | Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | TOTAL |
| DSM (related party) | DSM (related party) | $ | 946 | | $ | 43,750 | | $ | 7,018 | | $ | 51,714 | | | $ | 10 | | $ | 49,051 | | $ | 4,120 | | $ | 53,181 | | DSM (related party) | $ | 18,172 | | $ | 31,781 | | $ | 3,994 | | $ | 53,947 | | | $ | 19,162 | | $ | 149,612 | | $ | 6,000 | | $ | 174,774 | | | $ | 946 | | $ | 43,750 | | $ | 7,018 | | $ | 51,714 | |
| Sephora | | Sephora | 35,159 | | — | | — | | 35,159 | | | 27,640 | | — | | — | | 27,640 | | | 13,802 | | — | | — | | 13,802 | |
| PureCircle | | PureCircle | 3,884 | | 158 | | — | | 4,042 | | | 2,915 | | 10,000 | | — | | 12,915 | | | — | | — | | — | | — | |
| AccessBio | | AccessBio | — | | — | | — | | — | | | — | | 9,000 | | — | | 9,000 | | | — | | — | | — | | — | |
| Yifan | | Yifan | — | | — | | 1,481 | | 1,481 | | | — | | — | | 5,848 | | 5,848 | | | — | | — | | 8,468 | | 8,468 | |
| AMF Low Carbon | | AMF Low Carbon | — | | — | | — | | — | | | — | | 5,000 | | — | | 5,000 | | | — | | — | | — | | — | |
| Firmenich | Firmenich | 9,967 | | 7,241 | | 594 | | 17,802 | | | 8,591 | | 4,992 | | 1,413 | | 14,996 | | Firmenich | — | | 64 | | 3,417 | | 3,481 | | | 671 | | 188 | | 3,528 | | 4,387 | | | 9,967 | | 7,241 | | 594 | | 17,802 | |
| Sephora | 13,802 | | 0 | | 0 | | 13,802 | | | 8,666 | | 0 | | 0 | | 8,666 | | |
| Givaudan | Givaudan | 10,081 | | 0 | | 0 | | 10,081 | | | 7,477 | | 0 | | 1,500 | | 8,977 | | Givaudan | 10 | | — | | — | | 10 | | | 210 | | — | | — | | 210 | | | 10,081 | | — | | — | | 10,081 | |
| DARPA | DARPA | 0 | | 0 | | 526 | | 526 | | | 0 | | 0 | | 5,504 | | 5,504 | | DARPA | — | | — | | — | | — | | | — | | — | | — | | — | | | — | | — | | 526 | | 526 | |
| Lavvan | Lavvan | 0 | | 0 | | 0 | | 0 | | | 0 | | 0 | | 18,342 | | 18,342 | | Lavvan | — | | — | | — | | — | | | — | | — | | — | | — | | | — | | — | | — | | — | |
| Subtotal revenue from significant revenue agreements | Subtotal revenue from significant revenue agreements | 34,796 | | 50,991 | | 8,138 | | 93,925 | | | 24,744 | | 54,043 | | 30,879 | | 109,666 | | Subtotal revenue from significant revenue agreements | 57,225 | | 32,003 | | 8,892 | | 98,120 | | | 50,598 | | 173,800 | | 15,376 | | 239,774 | | | 34,796 | | 50,991 | | 16,606 | | 102,393 | |
| Revenue from all other customers | Revenue from all other customers | 69,542 | | 0 | | 9,670 | | 79,212 | | | 35,128 | | 0 | | 7,763 | | 42,891 | | Revenue from all other customers | 165,098 | | 431 | | 6,198 | | 171,727 | | | 99,105 | | 12 | | 2,926 | | 102,043 | | | 69,542 | | — | | 1,202 | | 70,744 | |
| Total revenue from all customers | Total revenue from all customers | $ | 104,338 | | $ | 50,991 | | $ | 17,808 | | $ | 173,137 | | | $ | 59,872 | | $ | 54,043 | | $ | 38,642 | | $ | 152,557 | | Total revenue from all customers | $ | 222,323 | | $ | 32,434 | | $ | 15,090 | | $ | 269,847 | | | $ | 149,703 | | $ | 173,812 | | $ | 18,302 | | $ | 341,817 | | | $ | 104,338 | | $ | 50,991 | | $ | 17,808 | | $ | 173,137 | |
Contract Assets and Liabilities
When a contract results in revenue being recognized in excess of the amount the Company has invoiced or has the right to invoice to the customer, a contract asset is recognized. Contract assets are transferred to accounts receivable, net when the rights to the consideration become unconditional.
Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services such that control has not passed to the customer.
Trade receivables related to revenue from contracts with customers are included in accounts receivable on the consolidated balance sheets, net of the allowance for doubtful accounts. Trade receivables are recorded at the point of renewable product sale or in accordance with the contractual payment terms for licenses and royalties, and grants and collaborative research and development services for the amount payable by the customer to the Company for sale of goods or the performance of services, and for which the Company has the unconditional right to receive payment.
Contract Balances
The following table provides information about accounts receivable and contract liabilities from contracts with customers:
| December 31,
(In thousands) | December 31,
(In thousands) | 2020 | 2019 | December 31,
(In thousands) | 2022 | 2021 |
| Accounts receivable, net | Accounts receivable, net | $ | 32,846 | | $ | 16,322 | | Accounts receivable, net | $ | 45,775 | | $ | 37,074 | |
| Accounts receivable - related party, net | Accounts receivable - related party, net | $ | 12,110 | | $ | 3,868 | | Accounts receivable - related party, net | $ | 6,608 | | $ | 5,667 | |
| Contract assets | Contract assets | $ | 4,178 | | $ | 8,485 | | Contract assets | $ | 806 | | $ | 4,227 | |
| Contract assets - related party | Contract assets - related party | $ | 1,203 | | $ | 0 | | Contract assets - related party | $ | 36,638 | | $ | — | |
| Contract assets, noncurrent - related party | $ | 0 | | $ | 1,203 | | |
| | Contract liabilities | Contract liabilities | $ | 4,468 | | $ | 1,353 | | Contract liabilities | $ | 26 | | $ | 2,530 | |
Contract liabilities, noncurrent(1) | Contract liabilities, noncurrent(1) | $ | 111 | | $ | 1,449 | | Contract liabilities, noncurrent(1) | $ | — | | $ | 111 | |
______________
(1)The balances in contract liabilities, noncurrent are included in other noncurrent liabilities on the consolidated balance sheets.
Contract liabilities, current increaseddecreased by $3.1$2.5 million at December 31, 2020 resulting from2022 as the result of satisfying certain performance obligations under collaboration and royalty amounts invoiced to customersagreements during the year ended December 31, 2020 but not recognized as revenue.
During the third quarter of 2020, the collaboration partner in the Cannabinoid Agreement filed certain litigation claims and, among other things, alleged breach of contract. As a result, the Company concluded that realization and recoverability of the $8.3 million contract asset recorded in connection with the Cannabinoid Agreement was no longer probable and consequently, recorded an $8.3 million credit loss reserve against the contract asset for the year ended December 31, 2020.2022.
Remaining Performance Obligations
The following table provides information regarding the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) based on the Company's existing agreements with customers asAs of December 31, 2020.
| | | | | |
| (In thousands) | As of December 31, 2020 |
| 2021 | $ | 5,158 | |
| 2022 | 1,517 | |
| 2023 | 143 | |
| 2024 | 143 | |
| 2025 and thereafter | 286 | |
| Total from all customers | $ | 7,247 | |
In accordance with the disclosure provisions of ASC 606, the table above excludes estimated future revenues for2022, there were no unsatisfied performance obligations that are part of a contract that has an original expected duration of one year or less or a performance obligationin connection with variable consideration that is recognized using the sales-based royalty exception for licenses of intellectual property. Additionally, $297.8 million of estimated future revenue is excluded from the table above, as that amount represents constrained variable consideration.existing customer agreements.
11. Related Party Transactions
Related Party Debt
See Note 4, "Debt" for details of these related party debt transactions:
•2014 Rule 144A Note exchange, extensions and conversion – Total
•DSM credit agreements
•Foris $5 million Note
•Foris Convertible Note
•Foris LSA Amendment
•Naxyris LSA
•Naxyris LSA Amendment
Related party debt was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2020 | | 2019 |
| (In thousands) | Principal | Unaccreted Debt (Discount) Premium | Fair Value Adjustment | Net | | Principal | Unaccreted Debt (Discount) Premium | Fair Value Adjustment | Net |
| DSM notes | $ | 33,000 | | $ | (2,443) | | $ | 0 | | $ | 30,557 | | | $ | 33,000 | | $ | (4,621) | | $ | 0 | | $ | 28,379 | |
| | | | | | | | | |
| Foris | | | | | | | | | |
| Foris convertible note | 50,041 | | 0 | | 73,123 | | 123,164 | | | 0 | | 0 | | 0 | | 0 | |
| Foris promissory notes | 5,000 | | 0 | | 0 | | 5,000 | | | 115,351 | | (9,516) | | 0 | | 105,835 | |
| 55,041 | | 0 | | 73,123 | | 128,164 | | | 115,351 | | (9,516) | | 0 | | 105,835 | |
| | | | | | | | | |
| Naxyris note | 23,914 | | (493) | | 0 | | 23,421 | | | 24,437 | | (822) | | 0 | | 23,615 | |
| | | | | | | | | |
| Total 2014 Rule 144A convertible note | 0 | | 0 | | 0 | | 0 | | | 10,178 | | 0 | | 0 | | 10,178 | |
| $ | 111,955 | | $ | (2,936) | | $ | 73,123 | | $ | 182,142 | | | $ | 182,966 | | $ | (14,959) | | $ | 0 | | $ | 168,007 | |
The following table provides a reconciliation of the beginning and ending balances for the Company's derivative liabilities recognized in connection with the issuance of related party debt instruments:
| | | | | | | | | | | | | | |
| (In thousands) | Foris LSA | Naxyris Note | TOTAL 2014 144A Convertible Note | Total Related Party Debt-related Derivative Liability |
| Balance at December 31, 2019 | $ | 1,678 | | $ | 508 | | $ | 0 | | $ | 2,186 | |
| Fair value of derivative liabilities issued during the period | 747 | | 0 | | 0 | | 747 | |
| (Gain) loss on change in fair value | (64) | | (320) | | 6,461 | | 6,077 | |
| Derecognition on extinguishment | (2,361) | | 0 | | (6,461) | | (8,822) | |
| Balance at December 31, 2020 | $ | 0 | | $ | 188 | | $ | 0 | | $ | 188 | |
For additional information, see Note 3, "Fair Value Measurement". | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 |
| (In thousands) | Principal | Unaccreted Debt Discount | Fair Value Adjustment | Net | | Principal | Unaccreted Debt Discount | Fair Value Adjustment | Net |
| DSM notes | $ | 100,000 | | $ | (14,108) | | $ | — | | $ | 85,892 | | | $ | — | | $ | — | | $ | — | | $ | — | |
| | | | | | | | | |
| Foris | | | | | | | | | |
| Foris convertible note | 50,041 | | — | | 3,985 | | 54,026 | | | 50,041 | | — | | 57,386 | | 107,427 | |
| Foris senior note | 81,089 | | (4,772) | | — | | 76,317 | | | — | | — | | — | | — | |
| 131,130 | | (4,772) | | 3,985 | | 130,343 | | | 50,041 | | — | | 57,386 | | 107,427 | |
| $ | 231,130 | | $ | (18,880) | | $ | 3,985 | | $ | 216,235 | | | $ | 50,041 | | $ | — | | $ | 57,386 | | $ | 107,427 | |
Related Party Equity
See Note 6, "Stockholders' Deficit" for details of these related party equity transactions:
•Foris warrant exercises for cash
•Foris warrant exercise, common stock purchase and debt equitization
•January 2020 private placement, in which Foris purchased 5,226,481 shares of common stock
•June 2020 private placement, in which Foris and affiliated entities purchased 30,000 shares of Series E convertible preferred stock, which automatically converted into 9,999,999 shares of common stock in August 2020 after stockholders approvedIn September 2022, the conversionCompany issued an $80 million secured term note to Foris. As part of the Series E convertible preferred stock and corresponding issuance of underlyingarrangement, the Company issued warrants to purchase common sharesstock.
•June 2020 private placement,In December 2022, the Company entered into a securities purchase agreement with Foris that resulted in which Vivo Capital LLC and affiliated entities purchased 3,689,225the sale of shares of common stock and 8,932.32 shares of Series E convertible preferred stock, which automatically converted into 2,977,442 shares ofwarrants to purchase common stock in August 2020 after stockholders approved the conversion of the Series E convertible preferred stock and corresponding issuance of underlying common sharesstock.
Related Party Revenue
The Company recognized revenue from related parties and from all other customers as follows:
| | | 2020 | | 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Years Ended December 31,
(In thousands) | Years Ended December 31,
(In thousands) | Renewable Products | Licenses and Royalties | Grants and Collaborations | TOTAL | | Renewable Products | Licenses and Royalties | Grants and Collaborations | TOTAL | Years Ended December 31,
(In thousands) | 2022 | | 2021 | | 2020 |
| Revenue from related parties: | | | | |
| | | Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | Total | | Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | Total | | Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | Total |
| DSM | DSM | $ | 946 | | $ | 43,750 | | $ | 7,018 | | $ | 51,714 | | | $ | 10 | | $ | 49,051 | | $ | 4,120 | | $ | 53,181 | | DSM | $ | 18,172 | | $ | 31,781 | | $ | 3,994 | | $ | 53,947 | | | $ | 19,162 | | $ | 149,612 | | $ | 6,000 | | $ | 174,774 | | | $ | 946 | | $ | 43,750 | | $ | 7,018 | | $ | 51,714 | |
| Daling (affiliate of a Board member) | Daling (affiliate of a Board member) | 40 | | 0 | | 0 | | 40 | | | 0 | | 0 | | 0 | | 0 | | Daling (affiliate of a Board member) | — | | — | | — | | — | | | — | | — | | — | | — | | | 40 | | — | | — | | 40 | |
| Total | 0 | | 0 | | 0 | | 0 | | | 46 | | 0 | | 0 | | 46 | | |
| Subtotal revenue from related parties | Subtotal revenue from related parties | 986 | | 43,750 | | 7,018 | | 51,754 | | | 56 | | 49,051 | | 4,120 | | 53,227 | | Subtotal revenue from related parties | 18,172 | | 31,781 | | 3,994 | | 53,947 | | | 19,162 | | 149,612 | | 6,000 | | 174,774 | | | 986 | | 43,750 | | 7,018 | | 51,754 | |
| Revenue from all other customers | Revenue from all other customers | 103,352 | | 7,241 | | 10,790 | | 121,383 | | | 59,816 | | 4,992 | | 34,522 | | 99,330 | | Revenue from all other customers | 204,151 | | 653 | | 11,096 | | 215,900 | | | 130,541 | | 24,200 | | 12,302 | | 167,043 | | | 103,352 | | 7,241 | | 10,790 | | 121,383 | |
| Total revenue from all customers | Total revenue from all customers | $ | 104,338 | | $ | 50,991 | | $ | 17,808 | | $ | 173,137 | | | $ | 59,872 | | $ | 54,043 | | $ | 38,642 | | $ | 152,557 | | Total revenue from all customers | $ | 222,323 | | $ | 32,434 | | $ | 15,090 | | $ | 269,847 | | | $ | 149,703 | | $ | 173,812 | | $ | 18,302 | | $ | 341,817 | | | $ | 104,338 | | $ | 50,991 | | $ | 17,808 | | $ | 173,137 | |
See Note 10, "Revenue Recognition" for details of the Company's revenue agreements with DSM.
Related Party Accounts Receivable
Related party accounts receivable was as follows:
| | | | | | | | |
December 31,
(In thousands) | 2020 | 2019 |
| DSM | $ | 12,110 | | $ | 3,868 | |
In addition to the amounts shown above, the following amounts were on the consolidated balance sheet at December 31, 2020 and December 31, 2019, respectively:
•$0 and $1.2 million of unbilled receivables from DSM in Contract assets, noncurrent - related party; and
•$0 and $3.3 million of contingent consideration receivable from DSM in Other assets. | | | | | | | | |
December 31,
(In thousands) | 2022 | 2021 |
| DSM | $ | 6,608 | | $ | 5,667 | |
Related Party Accounts Payable and Accrued Liabilities
The following amountsAmounts due to DSM on the consolidated balance sheet at December 31, 2020 and December 31, 2019 were as follows, respectively:
•sheets include Accounts payable and accrued and other current liabilities of $5.0$3.5 million and $14.0$5.2 million at December 31, 20202022 and December 31, 2019, respectively; and
•Other noncurrent liabilities of $0 and $3.8 million at December 31, 2020 and December 31, 2019, respectively.2021
Related Party DSM Transactions
The Company is party to the following significant agreements (and related amendments) with DSM:
| | | | | | | | |
| Related to | Agreement | For Additional Information, See the Note Indicated |
| Debt | DSM Credit Agreement | 4. Debt |
| Debt | 2019 DSM Credit Agreement | 4. Debt |
| Revenue | Farnesene Framework Agreement | 10. Revenue Recognition |
| Revenue | DSM Collaboration Agreement | 10. Revenue Recognition |
| Revenue | DSM Value SharingDeveloper License | 10. Revenue Recognition |
| Revenue | DSM License Agreement and Contract Assignment | 10. Revenue Recognition |
| Revenue | DSM Performance Agreement | 10. Revenue Recognition |
| Revenue | DSM Ingredients Collaboration Agreement | 10. Revenue Recognition |
Related Party Joint Venture
In December 2016,12. Acquisitions
The purchase accounting for the net assets acquired, including goodwill, and the fair value of contingent consideration for the following acquisitions, is preliminarily recorded based on available information, incorporates management's best estimates, and is subject to change as additional information is obtained about the facts and circumstances that existed at the valuation date. For acquisitions that occurred during 2022, the Company Nikko Chemicals Co., Ltd. an existing commercial partnerexpects to finalize the fair values of the Company,assets acquired and Nippon Surfactant Industries Co., Ltd., an affiliateliabilities assumed during the one-year measurement period from the date of Nikko (collectively, Nikko) entered into a joint venture (the Aprinnova JV Agreement) pursuantacquisition, if any new information is obtained about facts and circumstances that existed as of the acquisition date. The net assets acquired in each transaction are generally recorded at their estimated acquisition-date fair values, while transaction costs associated with the acquisition are expensed as incurred. These transactions were accounted for by the acquisition method, and accordingly, the results of operations were included in the Company’s consolidated financial statements from their respective acquisition dates.
Interfaces Indústria E Comércio De Cosméticos Ltda.
On May 16, 2022, Amyris acquired Interfaces Indústria e Comércio de Cosméticos Ltda. (Interfaces). Interfaces is headquartered in São Paulo, Brazil and specializes in producing cosmetics for skin care, hair care, and makeup. The acquisition is deemed critical to whichsustain the Company contributed certain assets, including certain intellectual property and other commercial assets relatingCompany’s growth, add operational resilience to its business-to-business cosmetic ingredients business (the Aprinnova JV Business),supply chain, reduce its dependency on
third-party manufacturing, and increase the ability to source strategic components. Interfaces was acquired for $6.7 million, consisting of $3.4 million cash at closing and $3.3 million cash to be paid over two years.
The following table summarizes the purchase price allocation:
| | | | | |
| (In thousands) | |
| Net tangible assets | $ | 1,474 | |
| Goodwill | 5,219 | |
| Total consideration | $ | 6,693 | |
Goodwill associated with this acquisition is not deductible for tax purposes.
Onda Beauty Inc.
On April 11, 2022, Amyris acquired Onda Beauty Inc. (Onda). Founded in 2014, Onda offers a curated matrix of brands as well as its Leland production facility. See Note 7 “Variable Interest Entitiesservices, such as facials. Onda provides Amyris with a venue to test products, host events, and Joint Ventures”produce content in a luxury retail setting. Onda was acquired for information regarding the business transactions with Nikko$4.9 million, consisting of $1.0 million cash at closing and the assets and liabilities of this related party joint venture.Amyris stock valued at $3.5 million.
Office SubleaseThe following table summarizes the purchase price allocation:
| | | | | |
| (In thousands) | |
| Net tangible liabilities | $ | (630) | |
| Trademarks, trade names and other intellectual property | 4,275 | |
| Customer relationships | 251 | |
| Goodwill | 1,019 | |
| Total consideration | $ | 4,915 | |
The allocated purchase price also included deferred tax liabilities attributable to the intangible assets, excluding goodwill. Goodwill associated with this acquisition is not deductible for tax purposes.
MenoLabs, LLC.
On March 10, 2022, Amyris acquired MenoLabs, LLC, (MenoLabs), which was founded to fundamentally change how menopause is addressed by offering research-backed all-natural treatments of menopause symptoms. Amyris believes that the acquisition of MenoLabs will serve as a catalyst to accelerate growth and establish a leadership position in the fast-growing menopause market. MenoLabs was acquired for $16.2 million, consisting of $11.3 million in cash, a bridge loan of $0.5 million provided by Amyris in January 2022, 852,234 shares of Amyris stock with a fair value of $3.9 million, and contingent consideration with a fair value of $0.4 million. The contingent consideration consists of two potential payments of up to $10 million each during the 12-month period after the closing date and the fourth quarter of 2024, if both MenoLabs’s product revenues and profit margin meet certain targets.
The following table summarizes the purchase price allocation:
| | | | | |
| (In thousands) | |
| Net tangible assets | $ | 311 | |
| Branded products | 5,600 | |
| Application | 3,600 | |
| Goodwill | 6,642 | |
| Total consideration | $ | 16,153 | |
Goodwill associated with this acquisition is expected to be deductible for tax purposes.
EcoFab LLC.
On January 26, 2022, Amyris acquired 70% of EcoFab, LLC (EcoFabulous). EcoFabulous is focused on delivering high performance, makeup artist-quality clean beauty products in ecofriendly packaging, and priced for Gen Z consumers. The purchase consideration consisted of $1.7 million in cash and 1,292,776 shares of Amyris stock with a fair value of $5.5 million.
The Company subleases certain office spaceMezzanine equity—contingently redeemable noncontrolling interest had a fair value of $3.1 million as of the acquisition date. Amyris has determined that EcoFab is a variable-interest entity and is accounted for in consolidation.
The following table summarizes the purchase price allocation:
| | | | | |
| (In thousands) | |
Goodwill (1) | 10,240 | |
| Less: noncontrolling interest | $ | (3,072) | |
| Total consideration | $ | 7,168 | |
_______________________
(1) Includes a purchase price adjustment during the fourth quarter 2022 to Novvi,reclassify definite-lived intangibles to goodwill. The related accumulated amortization of intangibles was insignificant.
Goodwill associated with this acquisition is not deductible for whichtax purposes.
Beauty Labs International, Ltd.
On August 31, 2021, the Company charged Novvi $0.6closed on an agreement with Beauty Labs International Limited (Beauty Labs) to purchase the U.K.-based data sciences and machine learning technology company that has developed one of the leading consumer applications for "try before you buy" color cosmetics. The acquisition of Beauty Labs accelerates the Company's growth and market leadership in clean beauty by adding digital innovation, machine learning, and data science to further enhance the consumer experience of its family of consumer brands.
Beauty Labs was acquired for $111.9 million, consisting of cash of $13.3 million, Amyris stock of $59.5 million (including deferred stock consideration of $30 million payable within six months after the closing date), and $0.6contingent consideration with a fair value of $39.1 million to nonemployee shareholders. The contingent consideration consists of two potential payments that are based on future revenue of up to $31.3 million each, with additional payments due in the case of overperformance for the years endedending on December 31, 20202022 and 2019, respectively.December 31, 2023.
The following table summarizes the purchase price allocation:
| | | | | |
| (In thousands) | |
| Net tangible assets (liabilities) | $ | (3,948) | |
| Trademarks, trade names and other intellectual property | 1,200 | |
| Developed technology | 20,300 | |
| Goodwill | 94,393 | |
| Total consideration | $ | 111,945 | |
The allocated purchase price also included deferred tax liabilities attributable to the intangible assets, excluding goodwill, established at the acquisition date. No portion of goodwill is deductible for tax purposes.
MG Empower Ltd.
On August 11, 2021, the Company closed on an agreement with MG Empower Ltd. (MG Empower) to purchase MG Empower, a U.K.-based company providing influencer marketing and digital innovation services. Amyris' acquisition of MG Empower represents its continued investment in the future of marketing innovation by establishing a unique operating model that places digital technology and influencer marketing at the core of its consumer growth strategy.
MG Empower was acquired for $14.6 million, consisting of cash of $3.1 million, Amyris stock of $7.4 million, and contingent consideration with a fair value of $4.1 million. The contingent consideration consists of three potential payments of up to $20.0 million that are based on achieving certain thresholds of revenue for the years ending on December 31, 2022, December 31, 2023 and December 31, 2024. The portion of the earnout payments due to the nonemployee shareholders are treated as consideration transferred, with a fair value of $4.1 million, which was classified as other liabilities in the accompanying consolidated balance sheets.
The following table summarizes the purchase price allocation:
| | | | | |
| (In thousands) | |
| Net tangible assets (liabilities) | $ | (1,542) | |
| Trademarks, trade names and other intellectual property | 1,900 | |
| Customer relationships and influencer network database | 2,600 | |
| Goodwill | 11,613 | |
| Total consideration | $ | 14,571 | |
The allocated purchase price also included deferred tax liabilities attributable to the intangible assets, excluding goodwill, established at the acquisition date. No portion of goodwill is deductible for tax purposes.
Olika Inc.
On August 11, 2021, the Company closed on an agreement with OLIKA Inc. (Olika) for the acquisition of Olika and the purchase of outstanding notes from certain Olika noteholders. Olika specializes in the clean wellness category, combining safe and effective ingredients and nature-inspired design packages. The acquisition of Olika furthers the Company's growth in clean health and beauty, and complements the Company's family of consumer brands.
Olika was acquired for $29.6 million, consisting of cash of $1.8 million, Amyris stock of $14.3 million, and contingent consideration with a fair value of $13.5 million. The contingent consideration consists of i) two potential payments of $5.0 million each that are based on achieving certain thresholds of revenue for the years ending December 31, 2022 and December 31, 2023 and; ii) two potential payments of $2.5 million each that are based on continuing employment of certain key management during predetermined measurement periods. The revenue earnout payments to all selling stockholders and the portion of the retention earnout payments to the nonemployee shareholders totaling $15.0 million are treated as consideration transferred.
The following table summarizes the purchase price allocation:
| | | | | |
| (In thousands) | |
| Net tangible assets (liabilities) | $ | (9) | |
| Trademarks, trade names and other intellectual property | 1,500 | |
| Customer relationships | 4,500 | |
| Patents | 600 | |
| Goodwill | 23,005 | |
| Total consideration | $ | 29,596 | |
The allocated purchase price also included deferred tax liabilities attributable to the intangible assets, excluding goodwill, established at the acquisition date. No portion of goodwill is deductible for tax purposes.
Costa Brazil
On May 7, 2021, the Company acquired 100% of Upland 1 LLC (Costa Brazil), a company providing consumer products made and inspired by pure, potent, enriching ingredients, sustainably sourced from the Brazilian Amazon. The acquisition allows the Company to further expand its consumer product offering and to leverage its science platform and fermentation technology to develop and scale Costa Brazil products. Costa Brazil was acquired for $11.6 million. The following table summarizes the components of the purchase consideration:
| | | | | | | | | | | |
| (In thousands) | Paid at Closing | Contingent Consideration | Total |
| Cash payments | $ | 314 | | $ | — | | $ | 314 | |
| Amyris common stock value | 3,167 | | 70,000 | | 73,167 | |
| Fair value adjustments | — | | (61,900) | | (61,900) | |
| Total consideration | $ | 3,481 | | $ | 8,100 | | $ | 11,581 | |
Total contractual contingent payments based on achieving certain targets are payable annually up to $10 million each year for six years after acquisition plus a one-time $10 million payment, upon the successful achievement of annual product revenue targets and certain cost milestones. The $11.6 million total purchase consideration is allocated to tangible net assets, identifiable intangible assets related to trademarks, trade names, website domain names, other social media intellectual property, and customer relationships based on the estimated fair value of each asset. The excess purchase price over the fair value of the net assets and identifiable intangible assets was classified as goodwill.
The following table summarizes the purchase price allocation:
| | | | | |
| (In thousands) | |
| Net tangible assets (liabilities) | $ | (540) | |
| Trademarks, trade names and other intellectual property | 6,949 | |
| Customer relationships | 1,158 | |
| Goodwill | 4,014 | |
| Total consideration | $ | 11,581 | |
No portion of goodwill is deductible for tax purposes.
12.13. Stock-based Compensation
Stock-based Compensation Expense Related to All Plans
Stock-based compensation expense related to all employee stock compensation plans, including options, restricted stock units, and ESPP, was as follows:
| | | | | | | | |
Years Ended December 31,
(In thousands) | 2020 | 2019 |
| Research and development | $ | 3,871 | | $ | 2,900 | |
| Sales, general and administrative | 9,872 | | 9,654 | |
| Total stock-based compensation expense | $ | 13,743 | | $ | 12,554 | |
| | | | | | | | | | | |
Years Ended December 31,
(In thousands) | 2022 | 2021 | 2020 |
| Cost of products sold | $ | 307 | | $ | 295 | | $ | 0 | |
| Research and development | 6,472 | | 5,591 | | 3,871 | |
| Sales, general and administrative | 41,932 | | 27,507 | | 9,872 | |
| Total stock-based compensation expense | $ | 48,711 | | $ | 33,393 | | $ | 13,743 | |
Plans
2020 Equity Incentive Plan
On June 22, 2020 the Company’s 2020 Equity Incentive Plan (2020 Equity Plan) became effective andeffective. The plan will terminate in 2030. The 2020 Equity Plan succeeded the 2010 Equity Plan (which provided terms and conditions similar to those governing the 2020 Equity Plan) and provides for the grant of incentive stock options (ISOs) intended to qualify for favorable tax treatment under Section 422 of the U.S. Internal Revenue Code for their recipients,, non-statutory stock options (NSOs), restricted stock awards, stock bonuses, stock appreciation rights, restricted stock units, and performance awards. ISOs may be granted only to Company employees or employees of its subsidiaries and affiliates. NSOs may be granted to eligible Company employees, consultants, and directors or any of the Company’s parent, subsidiaries, or affiliates. The Company is able to issue up to 30,000,000 shares pursuant to the grant of ISOs under the 2020 Equity Plan. The Leadership, Development, Inclusion, and Compensation Committee of the Board of Directors (LDICC) determines the terms of each option award, provided that ISOs are subject to statutory limitations. The LDICC also determines the exercise price for a stock option, provided that the exercise price of an option may not be less than 100% (or 110% in the case of recipients of ISOs who hold more than 10% of the Company’s stock on the option grant date) of the fair market value of the Company’s common stock on the date of grant. Options granted under the 2020 Equity Plan vest at the rate specified by the LDICC, and such vesting schedule is set forth in the stock option agreement to which such stock option grant relates. Generally, the LDICC determines the term of stock options granted under the 2020 Plan,generally, up to a term of ten years (or five years in the case of ISOs granted to 10% stockholders). In 2021, the LDICC approved the expansion of 2020 Equity Plan to cover employees in the United Kingdom and Portugal.
As of December 31, 2020,2022, options were outstanding to purchase 6,502,0964,504,430 shares of the Company's common stock granted under the 2020 and 2010 Equity Plans, with weighted-average exercise price per share of $7.64.$6.72. In addition, as of December 31, 2020,2022, restricted stock units representing the right to receive 7,043,90916,897,826 shares of the Company's common stock granted under the 2020 and 2010 Equity Plans were outstanding. As of December 31, 2020, 5,782,7072022, 9,190,956 shares of the Company’s common stock remained available for future awards that may be granted under the 2020 Equity Plan. Upon the effective date of the 2020 Equity Plan, the Company no longer has shares available for issuance under the 2010 Equity Plan.
The number of shares reserved for issuance under the 2020 Equity Plan increases automatically on January 1 of each year starting with January 1, 2021, by a number of shares equal to 5% of the Company’s total outstanding shares as of the immediately preceding December 31. However, the Company’s Board of Directors or the LDICC retains the discretion to reduce the amount of the increase in any particular year.
2010 Employee Stock Purchase Plan
The 2010 Employee Stock Purchase Plan (2010 ESPP) became effective on September 27, 2010. The 2010 ESPP is designed to enable eligible employees to purchase shares of the Company’s common stock at a discount. Offering periods under the 2010 ESPP generally commence on each May 16 and November 16, with each offering period lasting for one year and consisting of 2two six-month purchase periods. The purchase price for shares of common stock under the 2010 ESPP is the lesser of 85% of the fair market value of the Company’s common stock on the first day of the applicable offering period or the last day of each purchase period. During the life of the 2010 ESPP, theThe number of shares reserved for issuance increases automatically on January 1 of each year, starting with January 1, 2011, by a number of shares equal to 1% of the Company’s total outstanding shares as of the immediately preceding December 31. However, theThe Company’s Board of Directors or the LDICC retains the discretion to reduce the amount of the increase in any particular year. In May 2018, shareholders approved
an amendment to the 2010 ESPP to increase the maximum number of shares of common stock that may be issued over the term of the ESPP by 1 million shares. In May 2021, shareholders approved certain amendments to the 2010 ESPP, including the extension of the 2010 ESPP for another 10 years, an 800,000 share increase in the number of shares authorized for issuance, and an extension of the annual automatic increase (or evergreen) provision by nine years. No more than 1,666,6662,466,666 shares of the Company’s common stock may be issued under the amended and restated 2010 ESPP and no other shares may be added to this plan without the approval of the Company’s stockholders.
2018 CEO Evergreen Shares for 2020 Equity Incentive Plan and 2010 Employee Stock Purchase Plan
In March 2021, the Board approved increases to the number of shares available for issuance under the 2020 Equity Plan and the 2010 ESPP.
The increase in shares in connection with the 2020 Equity Plan represented an automatic annual increase in the number of shares available for grant and issuance under the 2020 Equity Plan of 12,247,572 shares (Evergreen Shares). This increase was equal to 5.0% of the 244,951,446 total outstanding shares of the Company’s common stock as of December 31, 2020. This automatic increase was effective as of January 1, 2021.
The increase in shares in connection with the 2010 ESPP represented an automatic annual increase in the number of shares reserved for issuance of 42,077 shares, which represents the remaining allowable under the existing 1,666,666 maximum limit for share issuance under the 2010 ESPP. This automatic increase was effective as of January 1, 2021.
Performance-based Stock OptionsUnits
In May 2018,2021, the Company granted itsCompany’s chief executiveoperating officer received performance-based restricted stock options (PSOs) to purchase 3,250,000 shares. PSOsunits (COO PSUs) with a per share grant date fair value of $13.39. COO PSUs are equity awards with the final number of PSOsrestricted stock units that may vest determined based on the Company’s performance against pre-established EBITDA milestones and Amyris stock price milestones. The EBITDA milestonesperformance metrics that are measured fromrelated to the grant date through December 31, 2021,completed construction and the stock price milestonessuccessful scaling, commissioning, and transitioning of new manufacturing facilities, and the successful launching of new brands. The performance metrics are measured from the grant date through December 31, 2022. The PSOsCOO PSUs vest in foursix tranches contingent upon the achievement of both the EBITDA milestones and stock price milestones for each respective tranche,operational performance metrics and the chief executiveoperating officer’s continued employment with the Company. Over the measurement periods,period, the number of PSOsCOO PSUs that may be issuedvest and the related stock-based compensation expense that is recognized is adjusted upward or downward based upon the probability of achieving the EBITDA milestones.operational performance metrics. Depending on the probability of achieving the EBITDA milestonesoperational performance metrics and stock price milestonescertification by the Company’s Board or Leadership, Development, Inclusion, and certificationCompensation Committee of achievement of those milestonesoperational performance metrics for each vesting tranche, by the Company’s Board of Directors or the LDICC, the PSOs issuedCOO PSUs vesting could be from 0 to 3,250,000600,000 restricted stock options, with an exercise priceunits. As of $5.08 per share.
December 31, 2022, the Company’s management has determined that all milestones are probable of achievement. Stock-based compensation expense for this award istotaled $8.0 million on the grant date and was recognized usingratably through December 31, 2022. $5.0 million of stock-based compensation for the COO PSUs was recorded to general and administrative expense during the year ended December 31, 2022.
In August 2021, the Company’s chief executive officer and chief financial officer each received performance-based restricted stock units (the CEO PSUs and the CFO PSUs) with a graded-vesting approach overper share grant date fair value ranging from $9.79 to $12.93. The CEO PSUs and the CFO PSUs are equity awards with both a service period beginning atcondition and market condition. The number of CEO PSUs that may vest could be from 0 to 6,000,000 restricted stock units and the number of CFO PSUs that may vest could be from 0 to
300,000 restricted stock units, determined based on the performance of the Company’s stock against pre-established Volume Weighted Average Price (VWAP) targets. The VWAP targets are measured from the grant date through July 1, 2025. Upon approval of the CEO PSUs by stockholders and immediately prior to the effectiveness of the CEO PSUs, the performance-based stock option to purchase up to 3,250,000 shares of common stock granted to the Company’s chief executive officer in 2018 was automatically cancelled and forfeited. The performance metrics of the 2018 CEO PSO had not been achieved and were not probable to be achieved prior to the conclusion of its term. The Company also reversed $1.3 million of previously recognized expense related to the unvested portion of the 2018 CEO PSO award during the year ended December 31, 2022, as2021.
The CEO PSUs and the Company’s managementCFO PSUs both vest in four tranches contingent upon both the achievement of VWAP targets and the respective officer’s continued employment with the Company through the vesting dates. Over the measurement period, the number of PSUs that may vest and the related stock-based compensation expense that is recognized is adjusted based upon the actual date of achieving the VWAP targets. Stock-based compensation expense totaled $68.6 million for the CEO PSUs and $3.4 million for the CFO PSUs on the grant date and will be recognized ratably through July 1, 2026. $6.1 million of stock-based compensation for the CEO PSUs and CFO PSUs has determined that certain EBITDA milestones are probable of achievement overbeen recorded to general and administrative expense during the next four years as ofyear ended December 31, 2020,2021. Stock-based compensation expense is not subject to reversal if the market condition is not achieved. The Company utilizedfair value of PSUs was determined using a Monte Carlo simulation to estimatewith the grant date fair value of each tranchefollowing assumptions:
•Risk-free interest rate: 0.48%
•Expected volatility of the award which totaled $5.1 million. For the years ended December 31, 2020 and 2019, the Company recognized $0.4 million and $0.7 million, respectively, of compensation expense for this award. The assumptions used to estimate the fair value of this award with performance and market vesting conditions were as follows:
| | | | | |
Stock Option Award with Performance and Market Vesting Conditions:Company’s common stock: 101% | |
Fair value of the Company’s common stock on grant date | $5.08 |
Expected volatility | 70% |
Risk-free interest rate | 2.8% |
Dividend yield | 0.0% |
Stock Option Activity
Stock option activity is summarized as follows:
| | | | | | | | |
| Year ended December 31, | 2020 | 2019 |
| Options granted | 1,269,808 | | 530,140 | |
| Weighted-average grant-date fair value per share | $ | 3.75 | | $ | 3.83 | |
| Compensation expense related to stock options (in millions) | $ | 2.1 | | $ | 2.0 | |
| Unrecognized compensation costs as of December 31 (in millions) | $ | 5.2 | | $ | 4.5 | |
| | | | | | | | | | | |
| Year ended December 31, | 2022 | 2021 | 2020 |
| Options granted | 2,095,095 | | 734,056 | | 1,269,808 | |
| Weighted-average grant-date fair value per share | $ | 2.97 | | $ | 13.54 | | $ | 3.75 | |
| Compensation expense related to stock options (in millions) | $ | 3.5 | | $ | 1.8 | | $ | 1.7 | |
| Unrecognized compensation costs as of December 31 (in millions) | $ | 7.5 | | $ | 7.8 | | $ | 5.2 | |
The Company expects to recognize the December 31, 20202022 balance of unrecognized costs over a weighted-average period of 2.33.0 years. Future option grants will increase the amount of compensation expense to be recorded in these periods.
Stock-based compensation expense for stock options and employee stock purchase plan rights is estimated at the grant date and offering date respectively, based on a fair-value derived from using the Black-Scholes-Merton option pricing model. The fair value of employee stock options is amortized on a ratable basis over the requisite service period of the awards.period. The fair value of employee stock options and employee stock purchase plan rights was estimated using the following weighted-average assumptions:
| | | | | | | | |
| Years Ended December 31, | 2020 | 2019 |
| Expected dividend yield | 0% | 0% |
| Risk-free interest rate | 0.7% | 1.8% |
| Expected term (in years) | 6.9 | 6.9 |
| Expected volatility | 89% | 84% |
| | | | | | | | | | | |
| Years Ended December 31, | 2022 | 2021 | 2020 |
| Expected dividend yield | —% | —% | —% |
| Risk-free interest rate | 2.9% | 1.2% | 0.7% |
| Expected term (in years) | 6.5 | 6.7 | 6.9 |
| Expected volatility | 102% | 97% | 89% |
The expected life of options is based primarily on historical exercise experience of the employees for options granted by the Company. All options are treated as a single group in the determination of expected life, as the Company does not currently expect substantially different exercise or post-vesting termination behavior among the employee population. The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. Expected volatility is based on the historical volatility of the Company's common stock price. The Company has no history or expectation of paying dividends on common stock.
Stock-based compensation expense associated with options is based on awards ultimately expected to vest. At the time of an option grant, the Company estimates the expected future rate of forfeitures based on historical experience. These estimates are revised, if necessary, in subsequent periods if actual forfeiture rates differ from those estimates. If the actual forfeiture rate is lower than estimated the Company will record additional expense and if the actual forfeiture is higher than estimated the Company will record a recovery of prior expense.
The Company’s stock option activity and related information for the year ended December 31, 20202022 was as follows:
| | | | | | | | | | | | | | |
| Number of Stock Options | Weighted-
average
Exercise
Price | Weighted-average
Remaining
Contractual
Life
(in years) | Aggregate
Intrinsic
Value
(in thousands) |
| Outstanding - December 31, 2019 | 5,620,419 | | $ | 10.27 | | 7.8 | $ | 24 | |
| Options granted | 1,269,808 | | $ | 3.75 | | | |
| Options exercised | (13,213) | | $ | 3.48 | | | |
| Options forfeited or expired | (374,918) | | $ | 34.05 | | | |
| Outstanding - December 31, 2020 | 6,502,096 | | $ | 7.64 | | 7.6 | $ | 8,875 | |
| Vested or expected to vest after December 31, 2020 | 5,970,394 | | $ | 7.90 | | 7.5 | $ | 8,120 | |
| Exercisable at December 31, 2020 | 1,551,942 | | $ | 16.90 | | 6.2 | $ | 1,708 | |
| | | | | | | | | | | | | | |
| Number of Stock Options | Weighted-
average
Exercise
Price | Weighted-average
Remaining
Contractual
Life
(in years) | Aggregate
Intrinsic
Value
(in thousands) |
| Outstanding - December 31, 2021 | 3,087,225 | | $ | 9.91 | | 7.1 | $ | 2,580 | |
| Options granted | 2,095,095 | | $ | 2.97 | | | |
| Options exercised | (36,021) | | $ | 2.84 | | | |
| Options forfeited or expired | (641,869) | | $ | 10.05 | | | |
| Outstanding - December 31, 2022 | 4,504,430 | | $ | 6.72 | | 7.4 | $ | — | |
| Vested or expected to vest after December 31, 2022 | 4,277,955 | | $ | 6.86 | | 7.3 | $ | 0 | |
| Exercisable at December 31, 2022 | 1,873,164 | | $ | 10.11 | | 5.4 | $ | 0 | |
The aggregatetotal intrinsic value of options exercised under all option plans was $0$0.1 million, $6.7 million, and $0 for the years ended December 31, 20202022, 2021, and 2019, respectively, determined as of the date of option exercise.2020.
Restricted Stock Units (Including Performance-based Stock Units) Activity and Expense
During the years ended December 31, 2022, 2021, and 2020, 8,540,083, 10,786,300, and 2019, 4,415,209 and 2,996,660 RSUs, respectively, were granted with weighted-average service-inception date fair value per unit of $3.72$3.24, $12.27, and $3.96, respectively.$3.72. The Company recognized RSU-related stock-based compensation expense of $11.0$44.2 million, $30.7 million, and $10.2$11.4 million, respectively, for the years ended December 31, 20202022, 2021, and 2019.2020. As of December 31, 20202022 and 2019,2021, unrecognized RSU-related compensation costs totaled $23.9$92.0 million and $22.3 million, respectively.$116.9 million.
Stock-based compensation expense for RSUs is measured based on the NASDAQ closing price of the Company's common stock on the date of grant.
The Company’s RSU activity and related information for the year ended December 31, 20202022 was as follows:
| | | Number of Restricted Stock Units | Weighted-average Grant-date
Fair Value | Weighted-average Remaining Contractual Life
(in years) | | Number of Restricted Stock Units | Weighted-average Grant-date
Fair Value | Weighted-average Remaining Contractual Life
(in years) |
| Outstanding - December 31, 2019 | 5,782,651 | | $ | 4.77 | | 1.7 | |
| Outstanding - December 31, 2021 | | Outstanding - December 31, 2021 | 13,731,320 | | $ | 9.99 | | 2.8 |
| Awarded | Awarded | 4,415,209 | | $ | 3.72 | | | Awarded | 8,540,083 | | $ | 3.24 | | |
| Vested | Vested | (2,327,516) | | $ | 4.77 | | | Vested | (3,877,029) | | $ | 6.35 | | |
| Forfeited | Forfeited | (826,435) | | $ | 4.17 | | | Forfeited | (1,496,548) | | $ | 6.17 | | |
| Outstanding - December 31, 2020 | 7,043,909 | | $ | 4.18 | | 1.5 | |
| Vested or expected to vest after December 31, 2020 | 6,432,500 | | $ | 4.20 | | 1.4 | |
| Outstanding - December 31, 2022 | | Outstanding - December 31, 2022 | 16,897,826 | | $ | 7.75 | | 2.2 |
| Vested or expected to vest after December 31, 2022 | | Vested or expected to vest after December 31, 2022 | 14,135,246 | | $ | 7.35 | | 2.1 |
ESPP Activity and Expense
During the years ended December 31, 2022, 2021, and 2020, 722,909, 290,063, and 2019, 357,655 and 318,490 shares, respectively, of the Company's common stock were purchased under the 2010 ESPP. At December 31, 20202022 and 2019, 494,8552021, 3,430,098 and 263,7971,046,869 shares respectively, of the Company’s common stock remained reserved for issuance under the 2010 ESPP.
During the years ended December 31, 20202022, 2021, and 2019,2020, the Company also recognized ESPP-related stock-based compensation expense of $0.6$1.1 million, $0.9 million and $0.4 million, respectively.$0.6 million.
13. Income Taxes
Recent Tax Legislation
Coronavirus Aid, Relief and Economic Security Act
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was enacted and signed into law in response to the market volatility and instability resulting from the COVID-19 pandemic. It includes a significant number of tax provisions and lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (the 2017 Act). The changes are mainly related to: (1) the business interest expense disallowance rules for 2019 and 2020; (2) net operating loss rules; (3) charitable contribution limitations; (4) employee retention credit; and (5) the realization of corporate alternative minimum tax credits. The Company does not anticipate the application of the CARES Act provisions to materially impact the overall Consolidated Financial Statements.
Provision for14. Income Taxes
The components of loss before income taxes and loss from investment in affiliateaffiliates are as follows:
| | | | | | | | |
Years Ended December 31,
(In thousands) | 2020 | 2019 |
| United States | $ | (324,720) | | $ | (227,614) | |
| Foreign | (6,015) | | (14,524) | |
| Loss before income taxes and loss from investment in affiliate | $ | (330,735) | | $ | (242,138) | |
| | | | | | | | | | | |
Years Ended December 31,
(In thousands) | 2022 | 2021 | 2020 |
| United States | $ | (506,276) | | $ | (268,423) | | $ | (324,720) | |
| Foreign | (24,931) | | (10,660) | | (6,015) | |
| Net loss before income taxes | $ | (531,207) | | $ | (279,083) | | $ | (330,735) | |
The components of the (benefit from) provision for income taxes are as follows:
| Years Ended December 31,
(In thousands) | Years Ended December 31,
(In thousands) | 2020 | 2019 | Years Ended December 31,
(In thousands) | 2022 | 2021 | 2020 |
| Current: | Current: | | Current: | |
| Federal | Federal | $ | 293 | | $ | 621 | | Federal | $ | — | | $ | (7,478) | | $ | 293 | |
| State | State | 0 | | 0 | | State | (17) | | — | | — | |
| Foreign | Foreign | 0 | | 8 | | Foreign | 4 | | — | | — | |
| Total current provision | 293 | | 629 | | |
| Total current (benefit) provision | | Total current (benefit) provision | (13) | | (7,478) | | 293 | |
| Deferred: | Deferred: | | Deferred: | |
| Federal | Federal | 0 | | 0 | | Federal | (467) | | (326) | | — | |
| State | State | 0 | | 0 | | State | — | | (22) | | — | |
| Foreign | Foreign | 0 | | 0 | | Foreign | (2,217) | | (288) | | — | |
| Total deferred provision | 0 | | 0 | | |
| Total provision for income taxes | $ | 293 | | $ | 629 | | |
| Total deferred (benefit) provision | | Total deferred (benefit) provision | (2,684) | | (636) | | — | |
| Total (benefit from) provision for income taxes | | Total (benefit from) provision for income taxes | $ | (2,697) | | $ | (8,114) | | $ | 293 | |
A reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of loss before income taxes and loss from investments in affiliateaffiliates is as follows:
| | | | | | | | | | | |
| Years Ended December 31, | 2022 | 2021 | 2020 |
| Statutory tax rate | (21.0) | % | (21.0) | % | (21.0) | % |
| Change in fair value of convertible debt | (2.1) | % | 2.9 | % | 5.7 | % |
| Derivative liability | (0.1) | % | 2.2 | % | 4.8 | % |
| Federal R&D credit | (0.6) | % | (0.9) | % | (0.6) | % |
| Foreign losses | 0.3 | % | 0.7 | % | 0.4 | % |
| IRC Section 382 limitation | — | % | (2.7) | % | — | % |
| Nondeductible interest | 0.1 | % | 0.3 | % | 0.5 | % |
| Stock-based compensation | — | % | (1.5) | % | — | % |
| Other | 0.4 | % | 1.3 | % | 0.3 | % |
| Change in valuation allowance | 22.5 | % | 15.7 | % | 10.0 | % |
| Effective income tax rate | (0.5) | % | (3.0) | % | 0.1 | % |
| | | | | | | | |
| Years Ended December 31, | 2020 | 2019 |
| Statutory tax rate | (21.0) | % | (21.0) | % |
| Federal R&D credit | (0.6) | % | (0.7) | % |
| Derivative liability | 4.8 | % | 4.7 | % |
| Nondeductible interest | 0.5 | % | 1.0 | % |
| Other | 0.3 | % | 2.4 | % |
| Foreign losses | 0.4 | % | 0.9 | % |
| Change in fair value of convertible debt | 5.7 | % | 0 | % |
| Change in valuation allowance | 10.0 | % | 13.0 | % |
| Effective income tax rate | 0.1 | % | 0.3 | % |
Temporary differences and carryforwards that gave rise to significant portions of deferred taxes are as follows:
| December 31,
(In thousands) | December 31,
(In thousands) | 2020 | 2019 | December 31,
(In thousands) | 2022 | 2021 | 2020 |
| Net operating loss carryforwards | Net operating loss carryforwards | $ | 123,638 | | $ | 88,513 | | Net operating loss carryforwards | $ | 287,519 | | $ | 179,921 | | $ | 123,638 | |
| Property, plant and equipment | Property, plant and equipment | 6,965 | | 8,239 | | Property, plant and equipment | 6,424 | | 6,239 | | 6,965 | |
| Research and development credits | Research and development credits | 18,279 | | 15,002 | | Research and development credits | 27,332 | | 22,463 | | 18,279 | |
| Foreign tax credit | Foreign tax credit | 0 | | 0 | | Foreign tax credit | — | | — | | — | |
| Accruals and reserves | Accruals and reserves | 12,003 | | 13,934 | | Accruals and reserves | 26,689 | | 10,094 | | 12,003 | |
| Stock-based compensation | Stock-based compensation | 4,291 | | 6,164 | | Stock-based compensation | 2,626 | | 3,530 | | 4,291 | |
| Disallowed interest carryforward | Disallowed interest carryforward | 10,843 | | 7,072 | | Disallowed interest carryforward | 15,858 | | 12,922 | | 10,843 | |
| Capitalized research and development costs | Capitalized research and development costs | 16,390 | | 21,723 | | Capitalized research and development costs | 25,958 | | 10,903 | | 16,390 | |
| Intangible and others | 1,888 | | 2,503 | | |
| Intangible assets and other | | Intangible assets and other | — | | — | | 1,888 | |
| Equity investments | Equity investments | 531 | | 304 | | Equity investments | — | | — | | 531 | |
| Total deferred tax assets | Total deferred tax assets | 194,828 | | 163,454 | | Total deferred tax assets | 392,406 | | 246,072 | | 194,828 | |
| Intangible assets and other | | Intangible assets and other | (6,887) | | (6,611) | | — | |
| Equity investments | | Equity investments | (229) | | (515) | | — | |
| Operating lease right-of-use assets | Operating lease right-of-use assets | (2,051) | | (2,643) | | Operating lease right-of-use assets | (17,700) | | (4,783) | | (2,051) | |
| Debt discounts and derivatives | Debt discounts and derivatives | (774) | | (7,176) | | Debt discounts and derivatives | — | | (79,845) | | (774) | |
| Total deferred tax liabilities | Total deferred tax liabilities | (2,825) | | (9,819) | | Total deferred tax liabilities | (24,816) | | (91,754) | | (2,825) | |
| Net deferred tax assets prior to valuation allowance | Net deferred tax assets prior to valuation allowance | 192,003 | | 153,635 | | Net deferred tax assets prior to valuation allowance | 367,590 | | 154,318 | | 192,003 | |
| Less: deferred tax assets valuation allowance | Less: deferred tax assets valuation allowance | (192,003) | | (153,635) | | Less: deferred tax assets valuation allowance | (369,325) | | (158,597) | | (192,003) | |
| Net deferred tax assets | Net deferred tax assets | $ | 0 | | $ | 0 | | Net deferred tax assets | $ | (1,735) | | $ | (4,279) | | $ | — | |
Activity in the deferred tax assets valuation allowance is summarized as follows:
| | | | | | | | | | | | | | |
| (In thousands) | Balance at Beginning of Year | Additions | Reductions / Charges | Balance at End of Year |
| Deferred tax assets valuation allowance: | | | | |
| Year ended December 31, 2020 | $ | 153,635 | | $ | 38,368 | | $ | 0 | | $ | 192,003 | |
| Year ended December 31, 2019 | $ | 124,025 | | $ | 29,610 | | $ | 0 | | $ | 153,635 | |
| | | | | | | | | | | | | | |
| (In thousands) | Balance at Beginning of Year | Additions | Reductions / Charges | Balance at End of Year |
| Deferred tax assets valuation allowance: | | | | |
| Year ended December 31, 2022 | $ | 158,597 | | $ | 210,728 | | $ | — | | $ | 369,325 | |
| Year ended December 31, 2021 | $ | 192,003 | | $ | — | | $ | (33,406) | | $ | 158,597 | |
| Year ended December 31, 2020 | $ | 153,635 | | $ | 38,368 | | $ | — | | $ | 192,003 | |
Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based on the weight of available evidence, especially the uncertainties surrounding the realization of deferred tax assets through future taxable income, the Company believes that it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets as of December 31, 20202022, 2021, and 2019.2020. The valuation allowance increased by $210.7 million during the year ended December 31, 2022, decreased by $33.4 million during the year ended December 31, 2021, and increased by $38.4 million during the year ended December 31, 20202020.
In connection with the acquisition of Onda on April 11, 2022, a net deferred tax liability of $467,000 was established, the most significant component of which is related to book/tax basis differences associated with the acquired trademark and $29.6customer relationships. The net deferred tax liability from this acquisition created an additional source of income to realize deferred tax assets. As the Company continues to maintain a full valuation allowance against its deferred tax assets, this additional source of income resulted in the release of the Company’s previously recorded valuation allowance against deferred assets. Consistent with the applicable guidance the release of the valuation allowance of $348,000 caused by the acquisition was recorded in the consolidated financial statements outside of acquisition accounting as a tax benefit to the consolidated statements of operations.
In connection with the acquisition of MG Empower and Beauty Labs on August 11, 2021, a net deferred tax liability of $4.3 million duringwas established, the year endedmost significant component of which is related to book/tax basis differences associated with the acquired technology and customer relationships. The amortization of the intangibles also contributed to the deferred tax benefit recorded in the foreign jurisdictions in the current year.
On August 16, 2022, President Biden signed the Inflation Reduction Act (IRA) into law. Notably, the IRA established a 15% Corporate Alternative Minimum Tax (CAMT) on corporations with an average annual finance statement income (AFSI) in excess of $1 billion (based on the prior three years), and established a 1% excise tax on stock buybacks from publicly traded corporations. Both provisions are effective after December 31, 2019.2022. As the Company’s AFSI is lower than $1 billion, the Company is not expected to be impacted by the 15% CAMT. For the excise tax, because the tax is not based on a measure of income, it is not an income tax, and therefore is not within the scope of ASC 740. The IRA also introduced a myriad of clean energy incentive tax credits that are unlikely to be applicable to the Company.
As of December 31, 2020,2022, the Company had federal net operating loss carryforwards of $568.8 million$1.2 billion and state net operating loss carryforwards of $181.9$291 million available to reduce future taxable income, if any. The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a
corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (IRC Section 382). Events that may cause limitations in the amount of net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. During the year ended December 31, 2019,2021, the Company experienced a greater than 50% ownership shift on April 16, 2019.March 31, 2021. Per the Section 382 analysis, this 20192021 ownership change did not result in a limitation such that there would be any permanent loss of NOL or research tax credit carryovers. Any NOLs and other tax attributes generated by the Company subsequent to April 16, 2019March 31, 2021 are currently not subject to any IRC Section 382 limitations. The Company notes that federalFederal net operating losses generated during 2018 2019 and 2020through 2022 have an indefinite carryover life and that NOL utilization is limited to 80% of taxable income. As of December 31, 2020,2022, the Company had foreign net operating loss carryovers of $23.4$70 million.
As of December 31, 2020,2022, the Company had federal research and development credit carryforwards of $5.2$11 million and California research and development credit carryforwards of $16.8$21 million.
If not utilized, the federal net operating loss carryforward will begin expiring in 2034, and the California net operating loss carryforward will begin expiring in 2031. The federal research and development credit carryforwards will expire starting in 2037 if not utilized. The California research and development credit carryforwards can be carried forward indefinitely.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
| | | | | |
| (In thousands) | |
Balance as of December 31, 20182019 | $ | 30,127 | |
Increases in tax positions for prior period | 0 | |
Increases in tax positions during current period | 1,411 | |
Balance as of December 31, 2019 | 31,538 | |
| Increases in tax positions for prior period | 0— | |
| Increases in tax positions during current period | 1,556 | |
| Balance as of December 31, 2020 | $ | 33,094 | |
| Lapse of statute | (6,564) | |
| Increases in tax positions for prior period | — | |
| Increases in tax positions during current period | 1,979 | |
| Balance as of December 31, 2021 | $ | 28,509 | |
| Lapse of statute | (17) | |
| Increases in tax positions for prior period | — | |
| Increases in tax positions during current period | 2,296 | |
| Balance as of December 31, 2022 | $ | 30,788 | |
The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes. The Company accrued $0.3 million$0, $0 and $0.6$0.3 million for such interest for the years ended December 31, 20202022, 2021 and 2019, respectively.2020.
The total amountNone of the unrecognized tax benefits, that, if recognized, would impactaffect the effective income tax rate is $7.0 million and $7.0 million for any of the above years ended December 31, 2020 and 2019, respectively. The Company believes it is reasonably possibledue to the valuation allowance that up to approximately $7.0 million of unrecognizedcurrently offsets deferred tax benefits may reverse in the next 12 months.assets.
The Company’s primary tax jurisdiction is the United States. For United StatesU.S. federal and state income tax purposes, returns for tax years from 20062008 through the current year remain open and subject to examination by the appropriate federal or state taxing authorities. Brazil tax years from 20112013 through the current year remain open and subject to examination.
As of December 31, 2020,2022, the U.S. Internal Revenue Service (the IRS) has completed its audit of the Company for tax year 2008 and concluded that there were no adjustments resulting from the audit. While the statutes are closed for tax year 2008, the U.S. federal tax carryforwards (net operating losses and tax credits) may be adjusted by the IRS in the year in which the carryforward is utilized.
14.15. Geographical Information
The chief operating decision maker is the Company's Chief Executive Officer, who makes resource allocation decisions and assesses business performance based on financial information presented on a consolidated basis. There are no segment managers who are held accountable by the chief operating decision maker, or anyone else, for operations, operating results, and planning for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single reportable segment and operating segment structure.
Revenue
Revenue by geography, based on each customer's location, is shown in Note 10, "Revenue Recognition".
Property, Plant and Equipment
| | | | | | | | |
December 31,
(In thousands) | 2020 | 2019 |
| United States | $ | 14,686 | | $ | 13,799 | |
| Brazil | 16,845 | | 14,277 | |
| Europe | 1,344 | | 854 | |
| $ | 32,875 | | $ | 28,930 | |
| | | | | | | | |
December 31,
(In thousands) | 2022 | 2021 |
| United States | $ | 30,840 | | $ | 18,537 | |
| Brazil | 148,108 | | 54,247 | |
| Europe | 3,276 | | 51 | |
| $ | 182,224 | | $ | 72,835 | |
15.16. Subsequent Events
Senior Convertible Notes ConversionAmendment to Share Purchase Agreement
On February 4, 2021, the Company received a notice of conversion from HT Investments MA, LLC (HT) with respect13, 2023, Amyris entered into an amendment to $20.0 million its outstanding Senior Convertible Note, pursuant to which the Company issued 5.7 million shares of common stock per the conversion price stated in the agreement to purchase 49% of Aprinnova, LLC (“Aprinnova”). The parties agreed to extend the closing until March 17, 2023, upon which closing Amyris will own 99% of Aprinnova. Amyris agreed to pay interest on the purchase consideration and cancelledcertain other amounts from February 14, 2023 through the outstanding Note. Under the terms of the Senior Convertible Note, HT was required to return 2.6 million shares of common stock outstanding under the Pre-Delivery Shares provision once the Company had fully repaid the principal balance. HT fulfilled its obligation to return these shares in accordance with the contractual requirement. See Note 4, “Debt” for information regarding the Pre-Delivery Shares.closing date.
Schottenfeld Note ConversionAsset Purchase Agreement
On February 21, 2023, Amyris and Givaudan SA (“Givaudan”) entered into an agreement where Amyris will sell, assign, or license certain of its cosmetic ingredients businesses to Givaudan, including an assignment of certain distribution agreements, a sale of certain trademarks, and a grant of an exclusive, worldwide, irrevocable license to distribute, market and sell Neossance® Squalane emollient, Neossance® Hemisqualane silicone alternative, and CleanScreen™ sun protector in cosmetics actives for $200.0 million in cash at closing and up to $150.0 million in earn-out payments over three years. The companies also entered into a long-term partnership agreement for the manufacturing of cosmetic ingredients by Amyris for Givaudan.
Perrara Bridge Loan
On March 1, 2021, the Company10, 2023, Amyris and Perrara Ventures, LLC, a Foris affiliate, entered into an Exchange and Settlement Agreement (Exchange Agreement) with Schottenfeld Opportunities Fund II, L.P. and certain other holdersagreement to make available to Amyris a secured term bridge loan of Notes under$50 million, to be funded in one or more advances, which will become due when the Credit and Security Agreement dated November 14, 2019 (Schottenfeld Notes). Pursuant to the termsGivaudan transaction closes or within 90 days, whichever is earlier. Foris is a shareholder of the Exchange Agreement, the Company paid all accrued and unpaid interest on the $12.5 million principal balance outstanding under the Schottenfeld Notes, and issued 6.8 million shares of common stock in exchange and cancellation of all amounts due and outstanding under the Notes and related loan documents and all warrants held by eachis affiliated with John Doerr, a member of the holdersCompany’s Board of Schottenfeld Notes. See Note 4, “Debt” for information regarding the Schottenfeld Notes.
DSM Notes Amendment
On March 1, 2021, the Company entered into an Amendment to Notes (the Amendment) with DSM Finance, B.V. (DSM) to amend a promissory note dated as of December 28, 2017 (the 2017 Note) under the DSM Credit Agreement and certain other promissory notes dated September 17, 2019, September 19, 2019, and September 23, 2019 (the 2019 Notes and, together with the 2017 note, the Notes) under the 2019 DSM Credit Agreement. Pursuant to the terms of the Amendment, if the Company redeems the Notes on or before March 31, 2021, the Company will pay a prepayment fee of $2.5 million; if the Notes are not so redeemed, the interest rate on the 2017 Note will be increased from 2.50% to 5.85% per quarter beginning April 1, 2021 (such additional 3.35% interest, the incremental interest). If the Company redeems the Notes any time between April 1, 2021 and the December 31, 2021, the Company will pay a prepayment fee of $2.5 million, minus the incremental interest paid to date, plus 4% per quarter on the $2.5 million fee for days elapsed between April 1, 2021 and such redemption date. See Note 4, “Debt” for information regarding the DSM Credit Agreement and 2019 DSM Credit Agreement.Directors.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are designed to provide reasonable assurance that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2020.2022.
Management’s Report on Internal Control Overover Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities Exchange Act RulesRule 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 20202022 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control-Integrated Framework (2013). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Based on our assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2020.2022.
Under guidelines established by the SEC, companies are allowed to exclude an acquired business from management's report on internal control over financial reporting for the first year subsequent to the acquisition while integrating the acquired operations. Accordingly, management has excluded EcoFab LLC, MenoLabs, LLC, Onda Beauty Inc., and Interfaces Indústria e Comércio de Cosméticos Ltda. from its annual report on internal control over financial reporting as of December 31, 2022. These acquired businesses collectively represented approximately 2% and 3% of the Company's consolidated total assets and total revenue, respectively, for the year ended December 31, 2022.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 20202022 has been audited by Macias, Gini & O’Connell LLP, an independent registered public accounting firm, as stated in their report, as shown below.report. Macias Gini & O’Connell, LLP's report on the consolidated financial statements appears under Part II, Item 8 of this Annual Report on Form 10-K.
Remediation of Prior Year Material Weakness
We previously identified and disclosed in our 2019 Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q (Form 10-Q) for each interim period in fiscal 2020, a material weakness in our internal control over financial reporting regarding the following:
•The Company did not have an effective internal and external information and communication process to ensure that relevant and reliable information was communicated timely across the organization, to enable financial personnel to effectively carry out their financial reporting and internal control roles and responsibilities.
As a consequence of the ineffective communication components, the Company did not design, implement, and maintain effective control activities at the transaction level over debt-related liability accounts to mitigate the risk of material misstatement in financial reporting, specifically;
•The Company did not design and operate effective controls over significant non-routine transactions related to certain debt-related contractual liabilities.
During 2020, we successfully completed the testing necessary to conclude that the controls were operating effectively as of December 31, 2020 and have concluded that the material weakness related to communication processes that caused the ineffective operation of controls over certain non-routine debt-related transactions has been remediated.
Changes in Internal Control Over Financial Reporting
Subject to our remediation efforts discussed above, thereThere were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarteryear ended December 31, 2020.2022.
Inherent Limitations on the Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their
objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more persons or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders of Amyris, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Amyris, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit and mezzanine equity and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements), and our report dated March 5, 2021 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Macias Gini & O’Connell LLP
San Francisco, California
March 5, 2021
ITEM 9B. OTHER INFORMATION
Item 1.01 Entry into Material Definitive Agreement8.01. Other Events.
Please see Note 15, “Subsequent Events” for information regarding the DSM Notes Amendment.None.
Item 1.02 Termination of Material Definitive AgreementITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Please see Note 15, “Subsequent Events” for information regarding the Schottenfeld Note Conversion.Not applicable.
PART III
Certain information required by Part III is omitted from this Form 10-K because the registrant will file with the U.S. Securities and Exchange Commission a definitive proxy statement pursuant to Regulation 14A of the Exchange Act in connection with the solicitation of proxies for the Company’s 20212023 Annual Meeting of Stockholders (the 20212023 Proxy Statement) within 120 days after the end of the fiscal year covered by this Form 10-K, and certain information included therein is incorporated herein by reference.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required under this Item 10 is incorporated by reference to the 20212023 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information required under this Item 11 is incorporated by reference to the 20212023 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required under this Item 12 is incorporated by reference to the 20212023 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required under this Item 13 is incorporated by reference to the 20212023 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required under this Item 14 is incorporated by reference to the 20212023 Proxy Statement.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
We have filed the following documents as part of this Annual Report on Form 10-K:
1.Financial Statements: See "Index to Consolidated Financial Statements" in Part II, Item 8 of this Annual Report on Form 10-K.
2.Financial Statement Schedule:
a.Allowance for doubtful accounts: see Note 2, "Balance Sheet Details" in Part II, Item 8 of this Annual Report on Form 10-K.
b.Deferred tax assets valuation allowance: see Note 13,14, "Income Taxes" in Part II, Item 8 of this Annual Report on Form 10-K.
3.Exhibits: See "Index to Exhibits" below.
ITEM 16. FORM 10-K SUMMARY
None.
INDEX TO EXHIBITS
| | | | | | | | | | | |
| Exhibit | |
| |
| No. | | Description | |
2.01 a | * | | |
| 2.02 | * | | |
| 2.03 | * | | |
| 2.04 | * | | |
| 2.05 | * | | |
| 2.06 | * | | |
2.07 b | * | | |
| 3.01 | * | | |
| 3.02 | * | | |
| 3.03 | * | | |
| 3.04 | * | | |
| 3.05 | * | | |
| 3.06 | * | | |
| 3.07 | * | | |
| 3.08 | * | | |
| 3.09 | * | | |
| 3.10 | ** | | |
| 4.01 | * | |
4.02 | * | |
4.03 | * | |
4.044.02 a
| * | | |
4.054.03 | * | | |
4.064.04 | * | | |
4.074.05 | * | | |
4.084.06 | * | |
4.09 | * | |
4.104.07 | * | | |
4.114.08 | * | |
| | | | | | | | |
4.12 | * | |
4.134.09 | * | | |
4.144.10 | * | | |
4.154.11 | * | | |
| | | | | | | | | | | |
4.164.12 | * | | |
4.174.13 | * | | |
4.14 a | * | | |
4.184.15 | * | | |
4.194.16 | * | |
4.20 | * | |
4.214.17 | * | |
4.22 | * | |
4.23 a
| * | |
4.24 | * | |
4.25 | * | |
4.26 | * | |
4.274.18 | * | |
4.28 | * | |
4.29 | * | |
4.30 | * | |
4.314.19 | * | | |
4.324.20 | * | | |
4.334.21 | * | |
4.34 | * | |
4.35 | * | |
4.36 | * | |
4.37 | * | |
4.38 | * | |
4.39 | * | |
4.40 | * | |
| | | | | | | | |
4.414.22 | * | |
4.42 | * | |
4.434.23 | * | |
4.44 | * | |
4.45 | * | |
4.464.24 | * | |
4.47 | * | |
4.484.25 | ** | | |
4.494.26 | ** | | |
4.504.27 | ** | | |
| 4.28 | * | | |
| 4.29 | * | | |
| 4.30 | * | | |
| 10.01 | * | | |
| 10.02 | * | | |
| 10.03 | * | | |
| 10.04 | * | | |
| 10.05 | * | | |
| 10.06 | * | | |
| 10.07 | * | | |
| 10.08 | * | | |
| 10.09 | * | | |
| 10.10 | * | | |
10.0910.11 | * | | |
| | | | | | | | | | | |
10.1010.12 | * | | |
10.1110.13 | * | | |
10.1210.14 | * | | |
10.1310.15 a c
| * | | |
10.1410.16 a c
| * | | |
10.1510.17 c
| * | | |
10.1610.18 c
| * | | |
10.1710.19 c
| ** | | |
10.1810.20 c
| * | | |
10.1910.21 a c
| * | | |
10.2010.22 a c
| * | | |
10.2110.23 c
| * | | |
10.2210.24 c
| * | |
| | | | | | | | |
10.2310.25 c
| * | | |
10.2410.26 c
| * | |
10.25 c
| * | |
10.26 c
| * | |
10.27 c
| * | |
10.28 c
| * | |
10.2910.27 | * | |
10.30 a
| * | |
10.3110.28 | * | | |
| 10.29 | * | | |
10.3210.30 a
| * | | |
10.3310.31 a
| * | | |
10.3410.32 b
| * | | |
10.3510.33 b
| * | | |
| | | | | | | | | | | |
10.3610.34 b
| * | | |
10.3710.35 | * | | |
10.3810.36 a
| ** | | |
10.3910.37 | * | | |
| 10.38 | * | | |
10.4010.39 b
| * | | |
| 10.40 | * | | |
| 10.41 | * | | |
| 10.42 | * | | |
| 10.43 | * | | |
| 10.44 | * | |
10.43 | * | |
10.44 | * | |
| 10.45 | * | | |
| 10.46 | * | |
| | | | | | | | |
| 10.47 | * | | |
| 10.48 | *b | Form of Waiver and ForbearanceAprinnova, LLC Share Purchase Agreement, dated February 18, 2020, betweenDecember 15, 2022, between registrant, Nikko Co., Ltd., Nippon Surfactant Industries Co., Ltd., and certain investorsAprinnova, LLC | |
| 10.49 | * | | |
| 10.50 | * | |
10.51 | * | |
10.52 | * | |
10.53 | * | |
10.54 | * | |
10.55 | * | |
10.56 | * | |
10.5710.51 a
| ** | | |
10.5810.52 | * | | |
| 10.53 | *† | | |
10.5910.54 | *† | |
10.60 | *† | |
10.6110.55 | *† | | |
10.6210.56 | *† | | |
10.6310.57 | *† | | |
10.6410.58 | *† | | |
10.6510.59 | **† | | |
10.6610.60 | *† | | |
10.6710.61 | *† | | |
| | | | | | | | | | | |
10.6810.62 | *† | | |
10.6910.63 | *† | | |
10.7010.64 | *† | | |
10.7110.65 | *† | | |
| 10.66 | **† | | |
10.7210.67 | *† | | |
10.7310.68 | *† | | |
10.7410.69 | *† | | |
| 21.01 | ** | | |
| 23.01 | ** | | |
| 24.01 | ** | | |
| 31.01 | ** | | |
| 31.02 | ** | | |
| 32.01 | *** | |
| | | | | | | | |
| 32.02 | *** | | |
| 101.INS | ** | XBRL Instance Document | |
| 101.SCH | ** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | ** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | ** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | ** | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | ** | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| | | | | |
| a | Portions of this exhibit, which have been granted confidential treatment by the Securities and Exchange Commission, have been omitted. |
| b | Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated under the Exchange Act. |
| c | Translation to English from Portuguese in accordance with Rule 12b-12(d) of the regulations promulgated by the Securities and Exchange Commission under the Exchange Act. |
| † | Management contract or compensatory plan or arrangement. |
| * | Incorporated by reference as an exhibit to this Report. |
| ** | Filed with this Report. |
| *** | Furnished with this Report |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | |
| AMYRIS, INC. |
| |
| By: | /s/ John G. Melo |
| John G. Melo |
| President and Chief Executive Officer |
| March 5, 202116, 2023 |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John G. Melo and Han Kieftenbeld, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant, in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
/s/ John G. Melo John G. Melo | | Director, President and Chief Executive Officer
(Principal Executive Officer) | | March 5, 202116, 2023 |
| | | | |
/s/ Han Kieftenbeld Han Kieftenbeld | | Chief Financial Officer
(Principal Financial Officer) | | March 5, 202116, 2023 |
| | | | |
/s/ Anthony HughesElizabeth E. Dreyer Anthony HughesElizabeth E. Dreyer
| | Chief Accounting Officer
(Principal Accounting Officer) | | March 5, 202116, 2023 |
| | | | |
/s/ John Doerr John Doerr | | Director | | March 5, 202116, 2023 |
| | | | |
/s/ Ana Dutra Ana Dutra | | Director | | March 16, 2023 |
| | | | |
/s/ Geoffrey Duyk Geoffrey Duyk | | Director | | March 5, 202116, 2023 |
| | | | |
/s/ Philip Eykerman Philip Eykerman | | Director | | March 5, 2021 |
| | | | |
/s/ Christoph Goppelsroeder
Christoph Goppelsroeder
| | Director | | March 5, 202116, 2023 |
| | | | |
/s/ Frank Kung Frank Kung | | Director | | March 5, 202116, 2023 |
| | | | |
/s/ James McCann James McCann | | Director | | March 5, 202116, 2023 |
| | | | |
/s/ Steve Mills Steve Mills | | Director | | March 5, 202116, 2023 |
| | | | |
/s/ Carole PiwnicaRyan Panchadsaram Carole PiwnicaRyan Panchadsaram
| | Director | | March 5, 202116, 2023 |
| | | | |
/s/ Lisa Qi Lisa Qi | | Director | | March 5, 202116, 2023 |
| | | | |
/s/ Julie Washington Julie Washington | | Director | | March 5, 2021 |
| | | | |
/s/ Patrick Yang
Patrick Yang
| | Director | | March 5, 202116, 2023 |
