NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation and Summary of Significant Accounting Policies
Amyris, Inc. and subsidiaries (collectively, Amyris or the Company) is a biotechnology company delivering sustainable solutions for people and the planet. The Company creates, manufactures and commercializes consumer products and ingredients. Currently, the largest driver of the Company's revenue is derived from marketing and selling Clean Beauty, Personal Care and Health & Wellness consumer products through direct-to-consumer ecommerce platforms and a growing network of retail partners. The Company also sells sustainable ingredients to sector leaders that serve Flavor & Fragrance (F&F), Nutrition, Food & Beverage, and Clean Beauty & Personal Care end markets. The Company's ingredients and consumer products are powered by the Company's fermentation-based Lab-to-MarketTM technology platform, which leverages state-of-the-art machine learning, robotics and artificial intelligence, enabling the Company to rapidly bring new innovation to market.
The accompanying unaudited condensed consolidated financial statements of Amyris, Inc. should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (the 2021 Form 10-K), from which the condensed consolidated balance sheet as of December 31, 2021 is derived. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the accompanying interim condensed consolidated financial statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Significant Accounting Policies
Note 1, "Basis of Presentation and Summary of Significant Accounting Policies", to the audited consolidated financial statements in the 2021 Form 10-K includes a discussion of the significant accounting policies and estimates used in the preparation of the Company’s condensed consolidated financial statements. There have been no material changes to the Company's significant accounting policies and estimates during the three months ended March 31, 2022.
Use of Estimates and Judgements
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements. Significant estimates and judgements used in these consolidated financial statements are discussed in the relevant accounting policies below or specifically discussed in the Notes to Consolidated Financial Statements where such transactions are disclosed.
Accounting Update Recently Adopted
In the three months ended March 31, 2022, the Company adopted this accounting update:
Convertible Debt, and Derivatives and Hedging. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. ASU 2020-06 became effective for the Company in the first quarter of 2022. Adoption of this standard on January 1, 2022 in connection with the 2026 Convertible Senior Notes (see Note 4, "Debt"), decreased additional paid-in capital by $368.0 million, increased debt by the same amount and decreased accumulated deficit by $6.0 million for debt discount accretion expense that was recorded prior to adoption.
Accounting Standards or Updates Not Yet Adopted
Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity's portfolio. Because the Company met the SEC definition of a smaller reporting company when ASU 2016-13 was issued, this new accounting standard will be effective for the Company in the first quarter of 2023. The Company is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures.
Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This update requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This standard will be effective for the Company in the first quarter of 2023 and will be applied prospectively to business combinations occurring on or after the effective date of the standard. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the guidance and the impact on its consolidated financial statements and related disclosures.
2. Balance Sheet Details
Allowance for Doubtful Accounts
| | | | | | | | | | | | | | |
| (In thousands) | Balance at Beginning of Period | Provisions | Write-offs, Net | Balance at End of Period |
| Three months ended March 31, 2022 | $ | 945 | | $ | 20 | | $ | — | | $ | 965 | |
| Three months ended March 31, 2021 | $ | 137 | | $ | 17 | | $ | — | | $ | 154 | |
Inventories
| | | | | | | | |
| (In thousands) | March 31, 2022 | December 31, 2021 |
| Raw materials | $ | 27,764 | | $ | 25,733 | |
| Work-in-process | 6,949 | | 6,941 | |
| Finished goods | 47,583 | | 42,396 | |
| Inventories | $ | 82,296 | | $ | 75,070 | |
Prepaid Expenses and Other Current Assets
| | | | | | | | |
| (In thousands) | March 31, 2022 | December 31, 2021 |
| Prepayments, advances and deposits | $ | 34,444 | | $ | 25,140 | |
| Non-inventory production supplies | 3,762 | | 3,956 | |
| Recoverable taxes from Brazilian government entities | 1,298 | | 1,188 | |
| Other | 3,698 | | 3,229 | |
| Total prepaid expenses and other current assets | $ | 43,202 | | $ | 33,513 | |
Property, Plant and Equipment, Net
| | | | | | | | |
| (In thousands) | March 31, 2022 | December 31, 2021 |
| Manufacturing facilities and equipment | $ | 69,126 | | $ | 51,855 | |
| Leasehold improvements | 48,483 | | 45,780 | |
| Computers and software | 9,481 | | 9,174 | |
| Furniture and office equipment, vehicles and land | 3,789 | | 3,688 | |
| Construction in progress | 89,656 | | 48,032 | |
| 220,535 | | 158,529 | |
| Less: accumulated depreciation and amortization | (95,271) | | (85,694) | |
| Property, plant and equipment, net | $ | 125,264 | | $ | 72,835 | |
During the three months ended March 31, 2022 and 2021, depreciation and amortization expense, including amortization of right-of-use assets under financing leases, was as follows:
| | | | | | | | | | | |
| Three Months Ended March 31, | | |
| (In thousands) | 2022 | 2021 | | | |
| Depreciation and amortization expense | $ | 2,400 | | $ | 2,114 | | | | |
Goodwill
The changes in the carrying amount of goodwill were as follows:
| | | | | |
| (In thousands) | March 31, 2022 |
Balance at beginning of year | $ | 131,259 | |
Acquisitions | 7,666 | |
| Effect of currency translation adjustment | (2,920) | |
Ending balance | $ | 136,005 | |
Additions to goodwill during the three months ended March 31, 2022 related to acquisitions completed during the period. See Note 7, "Acquisitions".
Intangible Assets, Net
During the three months ended March 31, 2022, the Company recorded $18.4 million of intangible assets which related to customer relationships, trademarks and trade names, branded products, and software as a result of the acquisitions completed during the period. See Note 7, "Acquisitions".
The following table summarizes the components of intangible assets (in thousands, except estimated useful life):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2022 | | December 31, 2021 |
| Amounts in thousands | Estimated Useful Life
(in Years) | Gross | Accumulated Amortization | Net | | Gross | Accumulated Amortization | Net |
| Trademarks and trade names, and branded products | 10 | $ | 25,704 | | $ | (953) | | $ | 24,751 | | | $ | 11,484 | | $ | (496) | | $ | 10,988 | |
| Customer relationships | 5 - 16 | 8,638 | | (474) | | 8,164 | | | 8,197 | | (267) | | 7,930 | |
| Developed technology and software applications | 5 - 12 | 23,003 | | (400) | | 22,603 | | | 19,962 | | (200) | | 19,762 | |
| Patents | 17 | 600 | | (24) | | 576 | | | 600 | | (15) | | 585 | |
| Total intangible assets | | $ | 57,945 | | $ | (1,851) | | $ | 56,094 | | | $ | 40,243 | | $ | (978) | | $ | 39,265 | |
Amortization expense for intangible assets was $0.9 million for the three months ended March 31, 2022 and is included in general and administrative expenses.
Total future amortization of intangible assets as of March 31, 2022 is as follows (in thousands):
| | | | | |
| Amounts in thousands | |
2022 (remainder) | $ | 3,188 | |
2023 | 5,875 | |
2024 | 7,027 | |
2025 | 7,177 | |
| 2026 | 6,933 | |
Thereafter | 25,894 | |
Total future amortization | $ | 56,094 | |
Leases
Operating Leases
The Company has operating leases primarily for administrative offices, laboratory equipment and other facilities. The operating leases have remaining terms that range from 1 to 18 years, and often include one or more options to renew. These renewal terms can extend the lease term for an additional 1 to 5 years and are included in the lease term when it is reasonably certain that the Company will exercise the option. The operating leases are classified as ROU assets under operating leases on the Company's condensed consolidated balance sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make operating lease payments is included in "Lease liabilities" and "Lease liabilities, net of current portion" on the Company's condensed consolidated balance sheets. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company had $58.9 million and $32.4 million of right-of-use assets as of March 31, 2022 and December 31, 2021, respectively. Operating lease liabilities were $45.2 million and $27.5 million as of March 31, 2022 and December 31, 2021, respectively. During the three months ended March 31, 2022 and 2021, respectively, the Company recorded $3.7 million and $1.8 million of operating lease amortization that was charged to expense, of which $0.3 million and $0.2 million was recorded to cost of products sold.
Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for real estate and marketing which may contain lease and non-lease components which it has elected to treat as a single lease component.
Information related to the Company's right-of-use assets and related lease liabilities were as follows:
| | | | | | | | |
| Three Months Ended March 31, |
| 2022 | 2021 |
| Cash paid for operating lease liabilities, in thousands | $3,045 | $1,185 |
| Right-of-use assets obtained in exchange for new operating lease obligations, in thousands | $18,759 | $— |
| Weighted-average remaining lease term | 8.7 | 2.7 |
| Weighted-average discount rate | 19.0% | 18.0% |
Financing Leases
The Company has financing leases primarily for laboratory equipment. Assets purchased under financing leases are included in "Right-of-use assets under financing leases, net" on the condensed consolidated balance sheets. For financing leases, the associated assets are depreciated or amortized over the shorter of the relevant useful life of each asset or the lease term. Accumulated amortization of assets under financing leases totaled $1.3 million and $6.8 million as of March 31, 2022 and December 31, 2021, respectively.
Maturities of Financing and Operating Leases
Maturities of lease liabilities as of March 31, 2022 were as follows:
| | | | | | | | | | | |
Years ending December 31:
(In thousands) | Financing
Leases | Operating
Leases | Total Leases |
| 2022 (Remaining Nine Months) | $ | 16 | | $ | 10,038 | | $ | 10,054 | |
| 2023 | 22 | | 11,638 | | 11,660 | |
| 2024 | 21 | | 9,145 | | 9,166 | |
| 2025 | 21 | | 8,964 | | 8,985 | |
| 2026 | 16 | | 8,953 | | 8,969 | |
| Thereafter | — | | 51,221 | | 51,221 | |
| Total lease payments | 96 | | 99,959 | | 100,055 | |
| Less: amount representing interest | (26) | | (54,780) | | (54,806) | |
| Total lease liability | $ | 70 | | $ | 45,179 | | $ | 45,249 | |
| | | |
| Current lease liability | $ | 12 | | $ | 8,120 | | $ | 8,132 | |
| Noncurrent lease liability | 58 | | 37,059 | | 37,117 | |
| Total lease liability | $ | 70 | | $ | 45,179 | | $ | 45,249 | |
Other Assets
| | | | | | | | |
| (In thousands) | March 31, 2022 | December 31, 2021 |
Investment in non-trade receivable(1) | $ | 10,049 | | $ | — | |
| Equity-method investments in affiliates | 9,654 | | 9,443 | |
| Deposits | 447 | | 129 | |
| Other | 3,384 | | 994 | |
| Total other assets | $ | 23,534 | | $ | 10,566 | |
______________
(1) In March 2022, the Company loaned a privately held company $10 million in exchange for a senior secured convertible promissory note (the Note) which matures in March 2025, unless earlier redeemed or converted into equity of the privately held company. The Note bears interest at 8% 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 $50 million in the aggregate. The Company concluded that the arrangement qualifies for accounting as a loan as required by ASC 310-10. The Company will periodically evaluate the collectibility of the loan, and an allowance for credit losses will be recorded when the Company concludes that all or a portion of the loan balance is no longer collectible.
Accrued and Other Current Liabilities
| | | | | | | | |
| (In thousands) | March 31, 2022 | December 31, 2021 |
Business acquisitions contingent consideration payable(1) | $ | 24,872 | | $ | — | |
| Accrued interest | 12,957 | | 9,572 | |
| Payroll and related expenses | 11,178 | | 9,151 | |
| Liability in connection with acquisition of equity-method investment | 9,309 | | 8,735 | |
Beauty Labs deferred consideration payable(2) | 5,369 | | 30,000 | |
Asset retirement obligation(3) | 4,145 | | 3,336 | |
| Professional services | 3,057 | | 2,447 | |
| Contract termination fees | 1,407 | | 1,345 | |
| Tax-related liabilities | 1,233 | | 988 | |
| License fee payable | 1,050 | | 1,050 | |
| Other | 5,977 | | 4,833 | |
| Total accrued and other current liabilities | $ | 80,554 | | $ | 71,457 | |
______________
(1) Business acquisitions contingent consideration payable is the current portion of total acquisition-related contingent consideration.
(2) Approximately $23.7 million of the $30.0 million of Beauty Labs deferred consideration was settled with Amyris common stock in March 2022.
(3) The asset retirement obligation represents liabilities incurred but not yet discharged in connection with the Company's 2013 abandonment of a partially constructed facility in Pradópolis, Brazil.
3. Fair Value Measurement
Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The following tables summarize liabilities measured at fair value, and the respective fair value by input classification level within the fair value hierarchy:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | March 31, 2022 | | December 31, 2021 |
| Level 1 | Level 2 | Level 3 | Total | | Level 1 | Level 2 | Level 3 | Total |
| Liabilities | | | | | | | | | |
| Foris Convertible Note (LSA Amendment) | $ | — | | $ | — | | $ | 86,630 | | $ | 86,630 | | | $ | — | | $ | — | | $ | 107,427 | | $ | 107,427 | |
| Freestanding derivative instruments issued in connection with debt and equity instruments | — | | — | | 5,247 | | 5,247 | | | — | | — | | 7,062 | | 7,062 | |
| Total liabilities measured and recorded at fair value | $ | — | | $ | — | | $ | 91,877 | | $ | 91,877 | | | $ | — | | $ | — | | $ | 114,489 | | $ | 114,489 | |
The Company did not hold any financial assets to be measured and recorded at fair value on a recurring basis as of March 31, 2022 and December 31, 2021. Also, there were no transfers between the levels during the three months ended March 31, 2022 or the year ended December 31, 2021.
The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgements and consider factors specific to the asset or liability. The method of determining the fair value of embedded derivative liabilities is described subsequently in this note. Market risk associated with embedded derivative liabilities relates to the potential reduction in fair value and negative impact to future earnings from a decrease in interest rates.
Changes in fair value of derivative liabilities are presented as gains or losses in the condensed consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of derivative instruments".
Changes in the fair value of debt that is accounted for at fair value are presented as gains or losses in the condensed consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of debt".
Fair Value of Debt — Foris Convertible Note
At March 31, 2022, the contractual outstanding principal of the Foris Convertible Note was $50.0 million, and fair value was $86.6 million. The Company remeasured the fair value of the Foris Convertible Note under a binomial lattice model (which is discussed in further detail below) using the following inputs: (i) $4.36 stock price, (ii) 21% discount yield, (iii) 0.52% 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 three months ended March 31, 2022, the Company recorded a gain of $20.8 million related to change in fair value of the Foris Convertible Note. The most sensitive input to the valuation model is the Company’s stock price in relation to the $3.00 conversion price.
Binomial Lattice Model
A binomial lattice model was used to determine whether the Foris Convertible Note would be converted, called or held at each decision point. Within the lattice model, the following assumptions are made: (i) the convertible note will be converted early if the conversion value is greater than the holding value and (ii) the convertible note will be called if the holding value is greater than both (a) redemption price and (b) the conversion value at the time. If the convertible note is called, the holder will maximize their value by finding the optimal decision between (1) redeeming at the redemption price and (2) converting the convertible note. Using this lattice method, the Company valued the Foris Convertible Note using the "with-and-without method", where the fair value of the Foris Convertible Note including the embedded features is defined as the "with," and the fair value of the Foris Convertible Note excluding the embedded features is defined as the "without." This method estimates the fair value of the Foris Convertible Note by considering the incremental value of the Foris Convertible Note with the embedded features. The lattice model uses the stock price, conversion price, maturity date, risk-free interest rate, estimated stock volatility, estimated credit spread and other instrument-specific assumptions. The Company remeasures the fair value of the Foris Convertible Note and records the change as a gain or loss from change in fair value of debt in the statement of operations for each reporting period.
Derivative Liabilities Recognized in Connection with the Issuance of Debt Instruments
The following table provides a reconciliation of the beginning and ending balances for the Company's derivative liabilities recognized in connection with the issuance of debt instruments, either freestanding or embedded, measured at fair value using significant unobservable inputs (Level 3):
| | | | | |
| (In thousands) | Derivative Liability |
| Balance at December 31, 2021 | $ | 7,062 | |
| Change in fair value of derivative instruments | (1,815) | |
| Derecognition on settlement or extinguishment | — | |
| Balance at March 31, 2022 | $ | 5,247 | |
Valuation Methodology and Approach to Measuring the Derivative Liabilities
The Company's outstanding derivative liabilities at March 31, 2022 and December 31, 2021 represent the fair value of a freestanding equity instrument. See Note 6, "Stockholders' Deficit" for further information regarding the host instrument. There is no current observable market for this type of derivative and, as such, the Company determined the fair value of the freestanding instrument using the Black-Scholes-Merton option pricing model, which is discussed in more detail below.
The Company used the Black-Scholes-Merton option pricing model to determine the fair value of its liability classified warrants as of March 31, 2022 and December 31, 2021. Input assumptions for the freestanding instrument are as follows:
| | | | | | | | |
| Range for the Period |
| Input assumptions for liability classified warrants: | March 31, 2022 | December 31, 2021 |
| Fair value of common stock on issue date | $4.36 | $5.41 |
| Exercise price of warrants | $2.87 | $2.87 |
| Expected volatility | 106% | 107% |
| Risk-free interest rate | 2.28% | 0.07% – 0.28% |
| Expected term in years | 2 | 2 |
| Dividend yield | 0.0 | % | 0.0 % |
Changes in valuation assumptions can have a significant impact on the valuation of the freestanding derivative liabilities and debt that the Company elects to account for at fair value. For example, all other things being equal, generally, an increase in the Company’s stock price, change of control probability, risk-adjusted yields, term to maturity/conversion or stock price volatility increases the value of the derivative liability.
Acquisition related contingent consideration
The fair value of acquisition related contingent consideration (Earnout Payments) was determined using a Monte Carlo simulation to estimate the probability of the acquired business units achieving the relevant financial and operational milestones. The model results reflect the time value of money, non-performance risk within the required time frame and the risk due to uncertainty in the estimated cash flows. Key inputs to the Monte Carlo simulation for the MenoLabs acquisition were: Revenue Risk Adjustment of 6.2% and Annual Revenue Volatility of 35%. A significant decrease or increase in an acquired business unit’s financial performance and the timing of such changes could materially decrease or increase the fair value of contingent consideration period over period. Contingent consideration is recorded in other liabilities in the accompanying consolidated balance sheets.
The fair value of contingent consideration is classified as Level 3. The changes in fair value are as follows:
| | | | | |
| (In thousands) | March 31, 2022 |
Beginning balance January 1, 2022 | $ | 64,762 | |
| MenoLabs acquisition | 440 | |
| Adjustment | (79) | |
Change in fair value of contingent consideration | — | |
Ending balance March 31, 2022 | $ | 65,123 | |
Any change in the fair value of the contingent consideration liability is recognized in general and administrative expense and reflects the changes in the business unit’s expected performance over the remaining earnout period and the Company’s estimate of the likelihood of achieving the applicable operational milestones (see Note 7, “Acquisitions”).
Assets and Liabilities Recorded at Carrying Value
Financial Assets and Liabilities
The carrying amounts of certain financial instruments, such as cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and other current accrued liabilities, approximate fair value due to their relatively short maturities and low market interest rates, if applicable. Loans payable and credit facilities are recorded at carrying value, which is representative of fair value at the date of acquisition. The Company estimates the fair value of these instruments using observable market-based inputs (Level 2). The carrying amount (the total amount of net debt presented on the balance sheet) of the Company's debt at March 31, 2022 and at December 31, 2021, excluding the debt instruments recorded at fair value, was $673.1 million and $310.0 million, respectively. The fair value of such debt at March 31, 2022 and at December 31, 2021 was $249.3 million and $328.0 million, respectively, and was determined by (i) discounting expected cash flows using current market discount rates estimated for certain of the debt instruments and (ii) using third-party fair value estimates for the remaining debt instruments.
4. Debt
Net carrying amounts of debt are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
| (In thousands) | Principal | Unaccreted Debt Discount | Change in Fair Value | Net | | Principal | Unaccreted Debt Discount | Change in Fair Value | Net |
| Convertible notes | | | | | | | | | |
| 2026 convertible senior notes | $ | 690,000 | | $ | (17,995) | | $ | — | | $ | 672,005 | | | $ | 690,000 | | $ | (380,939) | | $ | — | | $ | 309,061 | |
| | | | | | | | | |
| Related party convertible notes | | | | | | | | | |
| Foris convertible note (due July 2022) | 50,041 | | — | | 36,589 | | 86,630 | | | 50,041 | | — | | 57,386 | | 107,427 | |
| | | | | | | | | |
| Loans payable and credit facilities | | | | | | | | | |
| Other loans payable (revolving) | 1,055 | | — | | — | | 1,055 | | | 896 | | — | | — | | 896 | |
| Total debt | $ | 741,096 | | $ | (17,995) | | $ | 36,589 | | 759,690 | | | $ | 740,937 | | $ | (380,939) | | $ | 57,386 | | 417,384 | |
| Less: current portion | | | | (87,686) | | | | | | (108,323) | |
| Long-term debt, net of current portion | | | | $ | 672,004 | | | | | | $ | 309,061 | |
Interest expense was as follows:
| | | | | | | | |
| Three Months Ended March 31, |
| (In thousands) | 2022 | 2021 |
| Contractual interest expense in connection with debt | $ | 3,415 | | $ | 3,553 | |
| Debt discount accretion | 962 | | 713 | |
| Interest expense in connection with debt | 4,377 | | 4,266 | |
| Financing lease interest expense | 3 | | 165 | |
| Discount accretion on liability in connection with acquisition of equity-method investment and with partnership liability, and other | 883 | | 1,382 | |
| Total interest expense | $ | 5,263 | | $ | 5,813 | |
Adoption of ASU 2020-06
ASU 2020-06 became effective for the Company in the first quarter of 2022. The January 1, 2022 adoption of this standard, 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.
Future Minimum Payments
Future minimum payments under the Company's debt agreements as of March 31, 2022 are as follows:
| | | | | | | | | | | | | | |
| (In thousands) | Convertible Notes | Related Party Convertible Notes | Loans
Payable and Credit Facilities | Total |
| 2022 (Remaining Nine Months) | $ | 10,321 | | $ | 59,578 | | $ | 157 | | $ | 70,056 | |
| 2023 | 10,350 | | — | | 1,129 | | 11,479 | |
| 2024 | 10,350 | | — | | — | | 10,350 | |
| 2025 | 10,350 | | — | | — | | 10,350 | |
| 2026 | 700,379 | | — | | — | | 700,379 | |
| Thereafter | — | | — | | — | | — | |
| Total future minimum payments | 741,750 | | 59,578 | | 1,286 | | 802,614 | |
| Less: amount representing interest | (51,750) | | (9,537) | | (231) | | (61,518) | |
| Present value of minimum debt payments | 690,000 | | 50,041 | | 1,055 | | 741,096 | |
| Less: current portion of debt principal | — | | (50,041) | | — | | (50,041) | |
| Noncurrent portion of debt principal | $ | 690,000 | | $ | — | | $ | 1,055 | | $ | 691,055 | |
5. Mezzanine Equity
Gates Foundation
Contingently redeemable common stock as of March 31, 2022 and December 31, 2021 is comprised of proceeds from shares of common stock sold on May 10, 2016 to the Bill & Melinda Gates Foundation (the Gates Foundation). In connection with the stock sale, the Company and the Gates Foundation entered into an agreement under which the Company agreed to expend an aggregate amount not less than the proceeds from the stock sale to develop a yeast strain that produces artemisinic acid and/or amorphadiene at a low cost and to supply 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. If the Company defaults on its obligation to use the proceeds from the stock sale as set forth above or defaults under certain other commitments in the agreement, the Gates Foundation will have the right to request that the Company redeem, or facilitate the purchase by a third party, the shares then held by the Gates Foundation at a price per share equal to the greater of (i) the closing price of the Company’s common stock on the trading day prior to the redemption or purchase, as applicable, or (ii) an amount equal to $17.10 plus a compounded annual return of 10%. The Company concluded a redemption event was not probable to occur. As of March 31, 2022, the Company's remaining research and development obligation under this arrangement was $0.2 million.
Ingredion Contingently Redeemable Noncontrolling Interest in Subsidiary
On June 1, 2021, the Company entered into a Membership Interest Purchase Agreement (MIPA) with Ingredion Corporation (Ingredion) to purchase 31% of the member units in RealSweet LLC (RealSweet), a 100% owned Amyris, Inc. subsidiary. Total consideration was $28.5 million in the form of a $10 million cash payment, the exchange of a $4 million payable previously due to Ingredion and $14.5 million of manufacturing intellectual property rights. The terms of the MIPA provide both parties with put/call rights under certain circumstances, including the occurrence of either or both of the following: (i) a change in ownership of fifty percent (50%) or more of the voting shares of such Member; or (ii) a change in the right to appoint or remove a majority of the board of directors of such Member. The Company concluded this change in control provision was not solely within its control and Ingredion’s contingently redeemable noncontrolling interest should be reflected outside of permanent equity in accordance with SEC’s Accounting Series Release 268, Presentation in Financial Statements of Redeemable Preferred Stocks (ASR 268).
The redemption price of this common-share noncontrolling interest is considered to be at fair value on the redemption date. Ingredion’s noncontrolling interest is not currently redeemable and the Company concluded a contingent redemption event is not probable to occur. The primary redemption contingency relates to a decrease in Ingredion’s ownership percentage below 8.4%, which is not likely to occur given that capital transactions require the unanimous consent of each member. Consequently, the noncontrolling interest will not be subsequently remeasured to its redemption amount until such contingency event and the related redemption are probable to occur; however, the Company will continue to reflect the attribution of any losses and distribution of dividends to the noncontrolling interest each quarter in accordance with ASC 810-10. At the transaction date, the Company recorded the $28.5 million noncontrolling interest in RealSweet as Mezzanine equity - contingently redeemable noncontrolling interest, which represented the value of Ingredion’s 31% ownership interest in the net assets of the RealSweet subsidiary. Under the terms of the MIPA, Amyris, Inc., is funding the construction costs of the project, which are estimated to
be approximately $115 million. As of March 31, 2022, the Company has funded approximately $68 million towards the project and has $38 million of contractual purchase commitments for construction related costs.
EcoFabulous Contingently Redeemable Noncontrolling Interest in Subsidiary
On January 26, 2022, the Company and certain of its subsidiaries entered into an Agreement and Plan of Merger for the acquisition of 70% of No Planet B LLC (d/b/a EcoFabulous), a privately held company. In connection with the merger, the name of No Planet B LLC has been changed to EcoFab, LLC (EcoFab). No Planet B Investments, LLC holds 30% of the outstanding units of membership interests in EcoFab as of the effective time of the merger (the Minority Member). See Note 7, "Acquisitions". Concurrently, the Company and No Planet B Investments, LLC entered into the EcoFab, LLC Agreement, the terms of which provide the Minority Member a right to require EcoFab to repurchase its 30% noncontrolling interest after (i) EcoFab achieving Net Revenues in excess of $100 million on an annualized basis or, if earlier, (ii) December 31, 2026. The Company concluded this provision was not solely within its control and EcoFab’s contingently redeemable noncontrolling interest should be reflected outside of permanent equity in accordance with SEC’s Accounting Series Release 268, Presentation in Financial Statements of Redeemable Preferred Stocks (ASR 268) and ASC 480-10-S99, “Distinguishing Liabilities from Equity” (ASC 480).
The redemption price of this noncontrolling interest is considered to be at fair value on the redemption date. EcoFab’s noncontrolling interest is not currently redeemable and the Company concluded a contingent redemption event is probable to occur as the redemption date is no later than December 31, 2026. As a result, the noncontrolling interest will be recorded at the higher of (1) the cumulative amount that would result from applying the measurement guidance in ASC 810-10 (i.e., initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss, OCI or other comprehensive loss, and dividends) or (2) the redemption price. When it is determined the redemption price exceeds the noncontrolling interest’s carrying amount, the Company will record an ASC 480 measurement adjustment. As of March 31, 2022, the Company recorded $2.9 million EcoFab noncontrolling interest as Mezzanine equity - contingently redeemable noncontrolling interest, which included $3.1 million of the initial value of the Minority Member’s 30% ownership interest in the net assets of EcoFab and $0.2 million of losses attributable to the Minority Member during the period.
6. Stockholders' (Deficit) Equity
Warrants and Rights Activity Summary
In connection with various debt and equity transactions (see Note 4, “Debt” above, and Note 4, "Debt" and Note 6, “Stockholders’ Deficit” in Part II, Item 8 of the 2021 Form 10-K), the Company has issued warrants exercisable for shares of common stock. The following table summarizes warrants outstanding at March 31, 2022:
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| Transaction | Year Issued | Expiration Date | Number Outstanding as of December 31, 2021 | | Exercises | Expired | Exercise Price per Share of Warrants Exercised | | Number Outstanding as of March 31, 2022 | Exercise Price per Share as of March 31, 2022 |
| Blackwell / Silverback warrants | 2020 | July 10, 2022 | 1,000,000 | | | — | | — | | | | 1,000,000 | | $ | 3.25 | |
| January 2020 warrant exercise right shares | 2020 | January 31, 2022 | 431,378 | | | (431,378) | | — | | $ | 2.87 | | | — | | $ | — | |
| May 2019 6.50% Note Exchange warrants | 2019 | January 31, 2022 | 960,225 | | | (960,225) | | — | | $ | 2.87 | | | — | | $ | — | |
| May 2017 cash warrants | 2017 | July 10, 2022 | 1,492,652 | | | | — | | | | 1,492,652 | | $ | 2.87 | |
| May 2017 dilution warrants | 2017 | July 10, 2022 | 56,910 | | | — | | — | | | | 56,910 | | $ | — | |
| July 2015 related party debt exchange | 2015 | July 29, 2025 | 58,690 | | | — | | — | | | | 58,690 | | $ | 0.15 | |
| | | 3,999,855 | | | (1,391,603) | | — | | $ | 2.87 | | | 2,608,252 | | |
Warrant Exercises
During the three months ended March 31, 2022, warrant-holders exercised warrants to purchase 1,391,603 shares of the Company’s common stock at a weighted-average exercise price of $2.87 per share, for proceeds to the Company of $4.0 million.
7. Acquisitions
The purchase accounting for the net assets acquired, including goodwill, and the fair value of the contingent consideration and noncontrolling interest for the following acquisitions is preliminarily recorded based on available information and incorporates management's best estimates. The purchase accounting for taxes remains preliminary pending receipt of certain information required to finalize the determination of fair value. The net assets acquired in the transaction are generally recorded at their estimated acquisition-date fair values, while transaction costs associated with the acquisition are expensed as incurred. These transactions were accounted for by the acquisition method, and accordingly, the results of operations were included in the Company’s consolidated financial statements from their respective acquisition dates. Pro forma financial information is not presented as amounts are not material to the Company’s consolidated financial statements.
EcoFab LLC.
On January 26, 2022, the Company and certain of its subsidiaries entered into an Agreement and Plan of Merger for the acquisition of 70% of No Planet B LLC (d/b/a EcoFabulous), a privately held company. EcoFabulous is focused on delivering high performance, makeup artist-quality clean beauty products in ecofriendly packaging, and priced for Gen Z consumers. In connection with the merger, the name of No Planet B LLC has been changed to EcoFab, LLC (EcoFab). No Planet B Investments, LLC holds 30% of the outstanding units of membership interests in EcoFab as of the effective time of the merger, which is accounted for as Mezzanine equity - contingently redeemable noncontrolling interest. See Note 5, "Mezzanine Equity".
The purchase consideration for the acquisition of EcoFab consisted of $1.7 million in cash and 1,292,776 shares of Amyris stock with a fair value of $5.5 million. The noncontrolling interest had a fair value of $3.1 million as of the acquisition date.
The following table summarizes the purchase price allocation:
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(In thousands) | |
Trademarks, trade names and other intellectual property | $ | 8,705 | |
Customer relationships | 512 | |
Goodwill | 1,023 | |
| Less: noncontrolling interest | $ | (3,072) | |
Total consideration | $ | 7,168 | |
Goodwill associated with this acquisition is expected to be deductible for tax purposes.
The Company has determined that (i) EcoFab is a variable-interest entity (VIE) due to insufficient equity at risk, (ii) the Company is the primary beneficiary of EcoFab due to its power to direct the activities that most significantly affect EcoFab’s economic performance, and (iii) the Company has the ability to exert significant influence over EcoFab through its 70% equity ownership. As a result, the Company accounts for its investment in EcoFab on a consolidation basis in accordance with ASC 810, Consolidation.
MenoLabs, LLC.
On March 9, 2022, Amyris and Amyris Clean Beauty, Inc., a wholly owned subsidiary of Amyris, entered into an Asset Purchase Agreement with MenoLabs, LLC, (MenoLabs), an Arizona limited liability company, to purchase substantially all of the assets and assume the liabilities of MenoLabs. The transaction closed on March 10, 2022 (the Closing Date). MenoLabs was founded to fundamentally change how menopause is addressed by offering research-backed all-natural treatments of menopause symptoms. Prior to the Closing Date, Amyris and MenoLabs entered into that certain Loan Agreement and Promissory Note in January 2022, pursuant to which Amyris loaned to MenoLabs the aggregate principal amount of $0.5 million. In connection with the acquisition of MenoLabs, Amyris has assumed the Bridge Loan. 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 total purchase consideration of $16.2 million, consisting of $11.3 million in cash, the Bridge Loan of $0.5 million, 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 twelve (12) month period beginning on the first day of the first calendar month commencing after the Closing Date and the fourth quarter of 2024 respectively if both MenoLabs’s product revenues and profit margin meet the targets set forth for such period in the Asset Purchase Agreement (the Earnout Payments). The Earnout Payments will be in the form of cash or in an aggregate number of shares of Amyris Stock equal to the earnout achieved divided by the stock price on achievement date, at Amyris’s sole discretion. The $0.4 million fair value of the Earnout Payments is recorded as other liabilities in the accompanying condensed consolidated balance sheets. Allocation of the contingent consideration payments between short-term
and long-term liabilities on the accompanying consolidated balance sheets is based on management’s best estimates of when the relevant milestone will be achieved.
The following table summarizes the purchase price allocation:
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(In thousands) | |
Net tangible assets | $ | 311 | |
Branded products | 5,600 | |
Application (App) | 3,600 | |
Goodwill | 6,642 | |
Total consideration | $ | 16,153 | |
Goodwill associated with this acquisition is expected to be deductible for tax purposes.
8. Net Loss per Share Attributable to Common Stockholders
The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common stock and participating securities based on their respective rights if the participating security contractually participates in losses. The Company’s convertible preferred stock are participating securities as they contractually entitle the holders of such shares to participate in dividends and contractually require the holders of such shares to participate in the Company’s losses.
The following table presents the calculation of basic and diluted loss per share:
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| Three Months Ended March 31, | | |
| (In thousands, except shares and per share amounts) | 2022 | 2021 | | | |
| Numerator: | | | | | |
| Net loss attributable to Amyris, Inc. | $ | (107,305) | | $ | (291,251) | | | | |
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| Less: loss allocated to participating securities | — | | 2,099 | | | | |
| Net loss attributable to Amyris, Inc. common stockholders, basic | $ | (107,305) | | $ | (289,152) | | | | |
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| Interest on convertible debt | 457 | | — | | | | |
| Gain from change in fair value of debt | (12,650) | | — | | | | |
| Gain from change in fair value of derivative instruments | (1,815) | | — | | | | |
| Net loss attributable to Amyris, Inc. common stockholders, diluted | $ | (121,313) | | $ | (289,152) | | | | |
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| Denominator: | | | | | |
| Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic | 312,896,452 | | 267,733,555 | | | | |
| Net loss per share, basic | $ | (0.34) | | $ | (1.08) | | | | |
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| Weighted-average shares of common stock outstanding | 312,896,452 | | 267,733,555 | | | | |
| Effect of dilutive convertible debt | 10,146,017 | | — | | | | |
| Effect of dilutive common stock warrants | 669,213 | | — | | | | |
| Weighted-average shares of common stock equivalents used in computing net loss per share of common stock, diluted | 323,711,682 | | 267,733,555 | | | | |
| Net loss per share, diluted | $ | (0.37) | | $ | (1.08) | | | | |
For the three months ended March 31, 2022 and 2021, basic income per share differed from diluted loss per share, because the inclusion of all potentially dilutive securities outstanding was dilutive. The following table presents outstanding shares of potentially dilutive securities:
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| Three Months Ended March 31, | | |
| 2022 | 2021 | | | |
| Period-end common stock warrants | 2,492,652 | 13,416,235 | | | |
Convertible promissory notes(1) | 86,683,389 | 19,540,447 | | | |
| Period-end stock options to purchase common stock | 3,800,314 | 6,205,576 | | | |
| Period-end restricted stock units | 17,305,337 | 6,653,640 | | | |
| Contingently issuable common shares | 1,718,475 | — | | | |
| Period-end preferred stock | — | 1,943,661 | | | |
| Total potentially dilutive securities excluded from computation of diluted loss per share | 112,000,167 | 47,759,559 | | | |
______________
(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 Company had no liabilities recorded for these agreements as of March 31, 2022 and December 31, 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 ownership interests in joint ventures. Certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the Foris Convertible Note.
In October 2021, the Company entered into a 10-year manufacturing partnership agreement with Renfield Manufacturing, LLC (Renfield) to provide manufacturing services and third-party logistics processes, including inventory management, warehousing, and fulfillment for certain of the Company’s consumer product lines. The Company also provided a $0.5 million letter of credit and guarantee to the lessor of the Renfield manufacturing facility, which extends through August 2032. If Renfield fails to perform under the facility lease, the Company can terminate the manufacturing agreement. The Company expects that its potential future performance under the guarantee is not probable of occurrence. Accordingly, the Company had no liabilities recorded for the guarantee as of March 31, 2022 and December 31, 2021.
Other Matters
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but will only be recorded when one or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgement. In assessing loss contingencies related to legal proceedings that are pending against and by the Company or unasserted claims that may result in such proceedings, the Company's management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
On April 3, 2019, a securities class action complaint was filed against Amyris and our CEO, John G. Melo, and former CFO, Kathleen Valiasek, in the U.S. District Court for the Northern District of California. The complaint seeks unspecified damages on behalf of a purported class that would comprise all persons and entities that purchased or otherwise acquired our securities between March 15, 2018 and March 19, 2019. The complaint, which was amended by the lead plaintiff on September 13, 2019, alleges securities law violations based on statements and omissions made by the Company during such period. On October 25, 2019, the defendants filed a motion to dismiss the securities class action complaint, which was denied by the court on October 5, 2020. The Company filed its answer to the securities class action complaint on October 26, 2020. In early 2021, the parties attended court-ordered mediation, but as the case did not settle, the parties commenced discovery. On July 30, 2021, plaintiffs filed a motion seeking class certification and the Company filed its opposition on September 24, 2021; after briefing and argument, it was granted in part on December 8, 2021. On December 22, 2021, the Company filed a petition seeking interlocutory review of that order in the U.S. Court of Appeals for the Ninth Circuit, which was fully briefed on January 14, 2022. On February 4, 2022, the parties reached a tentative settlement of the securities class action, which requires the court’s review and approval. On March 24, 2022, the parties submitted the proposed settlement agreement to the Court. If the settlement is approved by the Court, the settlement amount will be covered by the Company’s directors and officers insurance policy.
Subsequent to the filing of the securities class action complaint described above, on June 21, 2019 and October 1, 2019, respectively, two separate purported shareholder derivative complaints were filed in the U.S. District Court for the Northern District of California (Bonner v. Doerr, et al., and Carlson v. Doerr, et al.) based on similar allegations to those made in the
securities class action complaint and naming the Company, and certain of the Company’s current and former officers and directors, as defendants. The derivative lawsuits sought to recover, on the Company’s behalf, unspecified damages purportedly sustained by the Company in connection with allegedly misleading statements and omissions made in connection with the Company’s securities filings. The derivative lawsuits were dismissed on October 18, 2019 (Bonner) and December 10, 2019 (Carlson), without prejudice. On November 3, 2020, Bonner re-filed its derivative complaint against the Company in San Mateo County Superior Court. The Company filed its demurrer to the complaint on January 13, 2021 and attended a preliminary hearing on April 22, 2021. An additional shareholder derivative complaint (Kimbrough v. Melo, et al.), substantially identical to the Bonner complaint, was filed on December 18, 2020 in the United States District Court for the Northern District of California. On February 19, 2021, the Company filed its motion to dismiss the Kimbrough complaint. In response, the Kimbrough complaint was dismissed in federal court on March 4, 2021 and refiled in state court on March 12, 2021. By agreement, the Kimbrough and Bonner complaints were consolidated for all purposes on April 9, 2021. The motion to dismiss was granted without prejudice on June 30, 2021. After obtaining an extension, Bonner amended his complaint on February 22, 2022. On March 24, 2022, the Company filed a motion seeking full dismissal with prejudice of claims alleged in Bonner’s amended complaint. An oral argument on the Company's motion to dismiss is scheduled for June 9, 2022. The Company believes the amended complaint 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 from these matters.
On September 10, 2020, LAVVAN, Inc. (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). The Company 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 Court denied the Company's motions on July 26, 2021, and the Company appealed the Court's ruling regarding its motion to compel arbitration on July 27, 2021 and filed its appeal to the U.S. Court of Appeals for the Second Circuit on November 4, 2021. While the appellate briefing process was completed on January 19, 2022, the Court has not yet scheduled oral argument. 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 is subject to disputes and claims that arise or have arisen in the ordinary course of business and that have not resulted in legal proceedings or have not been fully adjudicated. Such matters that may arise in the ordinary course of business are subject to many uncertainties and outcomes, and are not predictable with reasonable assurance; therefore, an estimate of all the reasonably possible losses cannot be determined at this time. If one or more of these legal disputes or claims resulted in settlements or legal proceedings that were resolved against the Company for amounts in excess of management’s expectations, the Company’s condensed consolidated financial statements for the relevant reporting period could be materially adversely affected.
10. Revenue Recognition, and Contract Assets and Liabilities
Disaggregation of Revenue
The following table presents revenue by major product and service, as well as by primary geographical market, based on the location of the customer:
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| Three Months Ended March 31, |
| (In thousands) | 2022 | | 2021 |
| Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | Total | | Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | Total |
| North America | $ | 32,956 | | $ | 433 | | $ | 1,476 | | $ | 34,865 | | | $ | 20,090 | | $ | — | | $ | 250 | | $ | 20,340 | |
| Europe | 7,289 | | 8,880 | | 3,263 | | 19,432 | | | 2,972 | | 143,800 | | 2,346 | | 149,118 | |
| Asia | 1,488 | | — | | 192 | | 1,680 | | | 4,405 | | — | | 2,284 | | 6,689 | |
| South America | 1,019 | | — | | — | | 1,019 | | | 313 | | — | | — | | 313 | |
| Other | 713 | | — | | — | | 713 | | | 399 | | — | | — | | 399 | |
| $ | 43,465 | | $ | 9,313 | | $ | 4,931 | | $ | 57,709 | | | $ | 28,179 | | $ | 143,800 | | $ | 4,880 | | $ | 176,859 | |
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The following table presents revenue by major product and service, as well as by management classification:
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| Three Months Ended March 31, |
| (In thousands) | 2022 | | 2021 |
| Renewable Products | Licenses and Royalties | Grants, Collaborations and Other | Total | | Renewable Products | Licenses and Royalties | Grants, Collaborations and Other | Total |
| Consumer | $ | 32,642 | | $ | 433 | | $ | 1,476 | | $ | 34,551 | | | $ | 15,653 | | $ | — | | $ | — | | $ | 15,653 | |
| Technology access | 10,823 | | 8,880 | | 3,455 | | 23,158 | | | 12,526 | | 143,800 | | 4,880 | | 161,206 | |
| $ | 43,465 | | $ | 9,313 | | $ | 4,931 | | $ | 57,709 | | | $ | 28,179 | | $ | 143,800 | | $ | 4,880 | | $ | 176,859 | |
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Significant Revenue Agreements and Customers
In connection with the significant revenue agreements discussed below and others previously disclosed (see Note 10, “Revenue Recognition” in Part II, Item 8 of the 2021 Form 10-K), the Company recognized the following revenue:
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| Three Months Ended March 31, |
| (In thousands) | 2022 | | 2021 |
| Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | Total | | Renewable Products | Licenses and Royalties | Collaborations, Grants and Other | Total |
| DSM - related party | $ | 4,412 | | $ | 8,816 | | $ | 2,000 | | $ | 15,228 | | | $ | 1,662 | | $ | 143,612 | | $ | 2,000 | | $ | 147,274 | |
| Sephora | 7,633 | | — | | — | | 7,633 | | | 4,441 | | — | | — | | 4,441 | |
| PureCircle | 1,551 | | — | | — | | 1,551 | | | — | | — | | — | | — | |
| Subtotal revenue from significant revenue agreements | 13,596 | | 8,816 | | 2,000 | | 24,412 | | | 6,103 | | 143,612 | | 2,000 | | 151,715 | |
| Revenue from all other customers | 29,869 | | 497 | | 2,931 | | 33,297 | | | 22,076 | | 188 | | 2,880 | | 25,144 | |
| Total revenue from all customers | $ | 43,465 | | $ | 9,313 | | $ | 4,931 | | $ | 57,709 | | | $ | 28,179 | | $ | 143,800 | | $ | 4,880 | | $ | 176,859 | |
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DSM Ingredients Collaboration
Pursuant to the September 2017 research and development collaboration agreement, as amended, the Company provides DSM with research and development services for specific field of use ingredients. The Company concluded the amended agreement contained a single performance obligation to provide research and development services delivered over time and that revenue recognition is based on an input measure of progress as labor hours are expended each quarter. DSM funds the development work with payments of $2.0 million quarterly from January 1, 2022 to June 30, 2022 for services focused on achieving certain fermentation yield and cost targets related to certain molecules. During the three months ended March 31, 2022, the Company recognized $2.0 million of collaboration revenue in connection with the agreement.
DSM License Agreement and Contract Assignment
In March 2021 the Company and DSM entered into a license agreement and asset purchase agreement pursuant to which DSM acquired exclusive rights to the Company’s Flavor and Fragrance (F&F) product portfolio. The Company granted DSM exclusive licenses covering specific intellectual property of the Company and assigned the Company’s rights and obligations under certain F&F ingredients supply agreements to DSM, in exchange for non-refundable upfront consideration totaling $150 million, and up to $235 million of contingent consideration if and when certain commercial milestones are achieved in each of the calendar years 2022 through 2024. The Company determined the licenses to be functional intellectual property and allocated $143.6 million of the transaction price to the licenses and recorded $143.6 million of licenses and royalties revenues in the three-months ended March 31, 2021. The Company also concluded the additional contingent consideration represents variable consideration that is subject to a sales/usage-based threshold and is dependent up on the IP License. The Company is required to apply the royalty recognition constrain guidance in ASC 606-10-55-65 and will recognize revenue at the later of (1) when the underlying sales or usage has occurred and (2) the related performance obligation has been satisfied (or partially satisfied). The Company recorded $8.8 million of license and royalties revenue and a corresponding contract asset under the contingent consideration provisions of the agreements during the three-months ended March 31, 2022.
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 condensed consolidated balance sheets, net of the allowance for doubtful accounts. Trade receivables are recorded for the sale of goods or the performance of services at the point of renewable product sale or in accordance with the contractual payment terms for licenses and royalties, and grants and collaborative research and development services for the amount payable by the customer to the Company.
Contract Balances
The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers:
| | | | | | | | |
| (In thousands) | March 31, 2022 | December 31, 2021 |
| Accounts receivable, net | $ | 37,400 | | $ | 37,074 | |
| Accounts receivable - related party, net | $ | 7,279 | | $ | 5,667 | |
| Contract assets | $ | 3,883 | | $ | 4,227 | |
| Contract assets - related party | $ | 8,816 | | $ | — | |
| Contract liabilities | $ | 1,554 | | $ | 2,530 | |
Contract liabilities, noncurrent(1) | $ | — | | $ | 111 | |
(1)As of March 31, 2022 and December 31, 2021, contract liabilities, noncurrent is presented in Other noncurrent liabilities in the condensed consolidated balance sheets.
Remaining Performance Obligations
The following table provides information regarding the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) based on the Company's existing agreements with customers as of March 31, 2022.
| | | | | |
| (In thousands) | As of March 31, 2022 |
| Remaining 2022 | $ | 718 | |
| 2023 | 143 | |
| 2024 | 143 | |
| 2025 | 143 | |
| 2026 and thereafter | 143 | |
| Total from all customers | $ | 1,290 | |
In accordance with the disclosure provisions of ASC 606, the table above excludes estimated future revenues for performance obligations that are part of a contract that has an original expected duration of one year or less or a performance obligation with variable consideration that is recognized using the sales-based royalty exception for licenses of intellectual property.
11. Related Party Transactions
Related Party Debt
Related party debt was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
| In thousands | Principal | Unaccreted Debt Discount | Change in Fair Value | Net | | Principal | Unaccreted Debt Discount | Change in Fair Value | Net |
| Foris convertible note (due July 2022) | $ | 50,041 | | $ | — | | $ | 36,589 | | $ | 86,630 | | | $ | 50,041 | | $ | — | | $ | 57,386 | | $ | 107,427 | |
Related Party Equity
There we no related party equity transactions during the three months ended March 31, 2022.
Related Party Accounts Receivable, Unbilled Receivables and Accounts Payable
Related party accounts receivable, contract assets and accounts payable were as follows:
| | | | | | | | |
| (In thousands) | March 31, 2022 | December 31, 2021 |
| Accounts receivable - related party | $ | 7,279 | | $ | 5,667 | |
| Accounts payable - related party | $ | 4,945 | | $ | 5,011 | |
12. Stock-based Compensation
The Company’s stock option activity and related information for the three months ended March 31, 2022 was as follows: | | | | | | | | | | | | | | |
| Quantity 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 | |
| Granted | 852,667 | | $ | 3.95 | | | |
| Exercised | (34,541) | | $ | 2.83 | | | |
| Forfeited or expired | (105,037) | | $ | 6.75 | | | |
| Outstanding - March 31, 2022 | 3,800,314 | | $ | 8.73 | | 7.6 | $ | 1,155 | |
| Vested or expected to vest after March 31, 2022 | 3,800,314 | | $ | 8.73 | | 7.6 | $ | 1,155 | |
| Exercisable at March 31, 2022 | 1,648,914 | | $ | 11.52 | | 5.7 | $ | 461 | |
Activity related to the Company’s restricted stock units (RSUs) (including performance-based restricted stock units (PSUs)) for the three months ended March 31, 2022 was as follows:
| | | | | | | | | | | |
| Quantity of Restricted Stock Units | Weighted-average Grant-date Fair Value | Weighted-average Remaining Contractual Life, in Years |
| Outstanding - December 31, 2021 | 13,731,320 | | $ | 9.99 | | 2.8 |
| Awarded | 4,423,978 | | $ | 3.98 | | |
| Released | (545,114) | | $ | 6.25 | | |
| Forfeited | (304,847) | | $ | 7.41 | | |
| Outstanding - March 31, 2022 | 17,305,337 | | $ | 8.62 | | 2.5 |
| Vested or expected to vest after March 31, 2022 | 17,305,337 | | $ | 8.62 | | 2.5 |
Stock-based compensation expense during the three months ended March 31, 2022 and 2021 is reflected in the condensed consolidated statements of operations as follows:
| | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
| (In thousands) | 2022 | 2021 | | | | | | |
| Cost of products sold | $ | 78 | | $ | 63 | | | | | | | |
| Research and development | 1,617 | | 1,062 | | | | | | | |
| Sales, general and administrative | 9,893 | | 3,156 | | | | | | | |
| Total stock-based compensation expense | $ | 11,588 | | $ | 4,281 | | | | | | | |
As of March 31, 2022, $130.2 million of unrecognized compensation expense related to stock options and RSUs is expected to be recognized over a weighted-average period of 3.3 years.
13. Subsequent Events
None.