AMYRIS, INC. - Quarter Report: 2021 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

-OR-


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-34885

AMYRIS, INC.

(Exact name of registrant as specified in its charter)


Delaware						55-0856151
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Amyris, Inc.

5885 Hollis Street, Suite 100

Emeryville, CA 94608

(510) 450-0761

(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:


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

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 the 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Shares outstanding of the Registrant's common stock:


Class			Outstanding as of November 3, 2021
Common Stock, $0.0001 par value per share			308,238,879

AMYRIS, INC.

TABLE OF CONTENTS


		Page
	PART I
Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	4
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020	6
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2021 and 2020	7
	Condensed Consolidated Statements of Stockholders’ Deficit and Mezzanine Equity for the Three Months Ended March 31 , June 30 and September 30 , 2021 and 2020	8
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020	10
	Notes to Condensed Consolidated Financial Statements	14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	51

	PART II
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	53
Item 4.	Mine Safety Disclosures	53
Item 5.	Other Information	53
Item 6.	Exhibits	54
SIGNATURES

PART I

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

AMYRIS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(In thousands, except shares and per share amounts)	September 30, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	114,887	$	30,152
Restricted cash	286		309
Accounts receivable, net of allowance of $939 and $137, respectively	34,920		32,846
Accounts receivable - related party, net of allowance of $0 and $0, respectively	10,841		12,110
Contract assets	3,513		4,178
Contract assets - related party	2,000		1,203
Inventories	72,062		42,862
Deferred cost of products sold - related party	9,182		9,801
Prepaid expenses and other current assets	30,373		13,103
Total current assets	278,064		146,564
Property, plant and equipment, net	53,124		32,875
Deferred cost of products sold, noncurrent - related party	3,061		9,939
Restricted cash, noncurrent	961		961
Recoverable taxes from Brazilian government entities	13,005		8,641
Right-of-use assets under financing leases, net	7,996		9,994
Right-of-use assets under operating leases, net	10,989		10,136
Goodwill	128,692		—
Intangible assets, net	39,662		—
Other assets	6,753		3,704
Total assets	$	542,307	$	222,814
Liabilities, Mezzanine Equity and Stockholders' Deficit
Current liabilities:
Accounts payable	$	80,645	$	41,045
Accrued and other current liabilities	62,681		30,707
Financing lease liabilities	1,182		4,170
Operating lease liabilities	6,786		5,226
Contract liabilities	3,486		4,468
Debt, current portion (includes instrument measured at fair value of $0 and $53,387, respectively)	24,614		54,748
Related party debt, current portion	280,633		22,689
Total current liabilities	460,027		163,053
Long-term debt, net of current portion	12,099		26,170
Related party debt, net of current portion (includes instrument measured at fair value of $0 and $123,164, respectively)	5,000		159,452
Financing lease liabilities, net of current portion	63		—
Operating lease liabilities, net of current portion	7,722		9,732
Derivative liabilities	21,465		8,698
Acquisition-related contingent consideration (Note 3 and Note 7)	65,077		—
Other noncurrent liabilities	24,179		22,754
Total liabilities	595,632		389,859
Commitments and contingencies
Mezzanine equity:
Contingently redeemable common stock	5,000		5,000
Contingently redeemable noncontrolling interest	28,520		—
Stockholders’ deficit:
Preferred stock - $0.0001 par value, 5,000,000 shares authorized as of September 30, 2021 and December 31, 2020; — shares issued and outstanding as of September 30, 2021 and December 31, 2020	—		—
Common stock - $0.0001 par value, 350,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 307,832,019 and 244,951,446 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	31		24
Additional paid-in capital	2,358,441		1,957,224
Accumulated other comprehensive loss	(52,134)		(47,375)
Accumulated deficit	(2,395,506)		(2,086,692)
Total Amyris, Inc. stockholders’ deficit	(89,168)		(176,819)
Noncontrolling interest	2,323		4,774
Total stockholders' deficit	(86,845)		(172,045)
Total liabilities, mezzanine equity and stockholders' deficit	$	542,307	$	222,814

See the accompanying notes to the unaudited condensed consolidated financial statements.

AMYRIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except shares and per share amounts)	2021		2020		2021		2020
Revenue:
Renewable products (includes related party revenue of $6,214, $88, $12,495 and $193, respectively)	$	36,508	$	27,577	$	101,859	$	70,619
Licenses and royalties (includes related party revenue of $6,000, $0, $149,612 and $3,750, respectively)	6,006		3,563		160,806		9,714
Collaborations, grants and other (includes related party revenue of $2,000, $750, $6,000 and $5,019, respectively)	5,352		3,118		14,376		13,060
Total revenue (includes related party revenue of $14,214, $838, $168,107 and $8,962, respectively)	47,866		34,258		277,041		93,393
Cost and operating expenses:
Cost of products sold	40,252		25,822		93,332		60,710
Research and development	23,824		18,197		69,580		52,288
Sales, general and administrative	70,635		38,321		162,897		100,838
Total cost and operating expenses	134,711		82,340		325,809		213,836
Loss from operations	(86,845)		(48,082)		(48,768)		(120,443)
Other income (expense):
Interest expense	(4,321)		(6,627)		(14,857)		(41,747)
Gain (loss) from change in fair value of derivative instruments	4,778		1,999		(12,826)		(6,498)
Gain (loss) from change in fair value of debt	52,294		34,360		(204,359)		2,908
Loss upon extinguishment of debt	(680)		(2,606)		(27,058)		(51,954)
Other income (expense), net	690		(49)		40		1,452
Total other income (expense), net	52,761		27,077		(259,060)		(95,839)
Loss before income taxes and loss from investment in affiliate	(34,084)		(21,005)		(307,828)		(216,282)
Provision for income taxes	(58)		(83)		(170)		(273)
Income (loss) from investment in affiliate	181		(366)		(567)		(1,058)
Net loss	(33,961)		(21,454)		(308,565)		(217,613)
Less: income (loss) attributable to noncontrolling interest	1,017		(1,702)		(249)		(3,809)
Net loss attributable to Amyris, Inc.	(32,944)		(23,156)		(308,814)		(221,422)


Less: loss allocated to participating securities	—		6,832		787		15,369
Net loss attributable to Amyris, Inc. common stockholders, basic	$	(32,944)	$	(83,475)	$	(308,027)	$	(273,204)

Net loss per share attributable to common stockholders, basic	$	(0.11)	$	(0.37)	$	(1.07)	$	(1.44)
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic	300,888,579		227,267,553		286,919,463		189,192,973
	—
Net loss per share attributable to common stockholders, diluted	$	(0.27)	$	(0.41)	$	(1.07)	$	(1.46)
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted	317,568,913		242,732,234		286,919,463		191,506,499

See the accompanying notes to the unaudited condensed consolidated financial statements.

AMYRIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2021		2020		2021		2020
Comprehensive loss:
Net loss	$	(33,961)	$	(21,454)	$	(308,565)	$	(217,613)
Foreign currency translation adjustment	(7,494)		(797)		(4,759)		(5,701)
Total comprehensive loss	(41,455)		(22,251)		(313,324)		(223,314)
Income (loss) attributable to noncontrolling interest	1,017		(1,702)		(249)		(3,809)
Comprehensive loss attributable to Amyris, Inc.	$	(40,438)	$	(23,953)	$	(313,573)	$	(227,123)

See the accompanying notes to the unaudited condensed consolidated financial statements.

AMYRIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT AND MEZZANINE EQUITY

(Unaudited)


	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 - Contingently Redeemable Common Stock		Mezzanine Equity - Contingently Redeemable Noncontrolling Interest
Balances at December 31, 2020	8,280	$	—	244,951,446	$	24	1,957,224		$	(47,375)	$	(2,086,692)	$	4,774	$	(172,045)	$	5,000	$	—
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	—	—		496,341	—		(2)		—		—		—		(2)		—		—
Issuance of common stock upon conversion of debt principal, net of 2,600,000 pre-delivery shares returned to Amyris	—	—		5,827,164	1		110,574		—		—		—		110,575		—		—
Issuance of common stock upon exercise of stock options	—	—		377,542	—		1,920		—		—		—		1,920		—		—
Issuance of common stock upon exercise of warrants	—	—		15,557,480	2		32,217		—		—		—		32,219		—		—
Issuance of common stock upon exercise of warrants - related party	—	—		6,056,944	—		—		—		—		—		—		—		—
Stock-based compensation	—	—		—	—		4,281		—		—		—		4,281		—		—
Foreign currency translation adjustment	—	—		—	—				(2,038)		—		—		(2,038)		—		—
Net loss attributable to Amyris, Inc.	—	—		—	—				—		$	(291,251)	$	1,200	(290,051)		—		$	—
Balances at March 31, 2021	8,280	$	—	273,266,917	$	27	$	2,106,214	$	(49,413)	$	(2,377,943)	$	5,974	$	(315,141)	$	5,000	$	—
Issuance of contingently redeemable noncontrolling interest	—	—		—	—		(14,520)		—		—		—		(14,520)		—		28,520
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	—	—		880,603	—		(1,479)		—		—		—		(1,479)		—		—
Issuance of common stock as purchase consideration in business combination	—	—		225,784	—		3,167		—		—		—		3,167		—		—
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 preferred stock	(8,280)	—		1,943,659	—		—		—		—		—		—		—		—
Issuance of common stock upon ESPP purchase	—	—		145,112	—		321		—		—		—		321		—		—
Issuance of common stock upon exercise of stock options	—	—		145,200	—		860		—		—		—		860		—		—
Issuance of common stock upon exercise of warrants	—	—		1,381,940	—		6,622		—		—		—		6,622		—		—
Issuance of common stock upon exercise of warrants - related party	—	—		8,057,966	1		5,744		—		—		—		5,745		—		—
Stock-based compensation	—	—		—	—		8,747		—		—		—		8,747		—		—
Foreign currency translation adjustment	—	—		—	—		—		4,773		—		—		4,773		—		—
Net income attributable to Amyris, Inc.	—	—					—		—		$	15,381	$	66	15,447		—		$	—
Balances at June 30, 2021	—	$	—	297,715,298	$	30	$	2,285,100	$	(44,640)	$	(2,362,562)	$	6,040	$	(116,032)	$	5,000	$	28,520
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	—	—		1,180,864	—		—		—		—		—		—		—		—
Issuance of common stock as purchase consideration in business combinations	—	—		3,580,479	—		53,251		—		—		—		53,251		—		—
Issuance of common stock upon exercise of stock options	—	—		77,500	—		351		—		—		—		351		—		—
Issuance of common stock upon exercise of warrants	—	—		1,499,648	—		—		—		—		—		—		—		—
Issuance of common stock upon exercise of warrants - related party	—	—		3,778,230	1		10,834		—		—		—		10,835		—		—
Stock-based compensation	—	—		—	—		8,905		—		—		—		8,905		—		—
Foreign currency translation adjustment	—	—		—	—		—		(7,494)		—		—		(7,494)		—		—
Distribution to noncontrolling interest	—	—		—	—		—		—		—		(2,700)		(2,700)		—		—
Net loss attributable to Amyris, Inc.	—	—		—	—				—		(32,944)		(1,017)		(33,961)		—		—
Balances at September 30, 2021	—	$	—	307,832,019	$	31	$	2,358,441	$	(52,134)	$	(2,395,506)	$	2,323	$	(86,845)	$	5,000	$	28,520


	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 - Contingently Redeemable Common Stock		Mezzanine Equity - Contingently Redeemable Noncontrolling Interest
Balances at December 31, 2019	8,280	$	—	117,742,677	$	12	1,543,668		$	(43,804)	$	(1,755,653)	$	609	$	(255,168)	$	5,000	$	—
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 in private placement	—	—		3,484,321	—		10,000		—		—		—		10,000		—		—
Issuance of common stock in private placement - related party	—	—		10,505,652	1		27,188		—		—		—		27,189		—		—
Issuance of common stock upon exercise of warrants	—	—		1,160,929	—		3,332		—		—		—		3,332		—		—
Issuance of common stock upon exercise of warrants - related party	—	—		24,165,166	2		68,763		—		—		—		68,765		—		—
Exercise of common stock rights warrant - related party	—	—		—	—		15,000		—		—		—		15,000		—		—
Issuance of common stock right warrant - related party	—	—		—	—		8,904		—		—		—		8,904		—		—
Modification of previously issued common stock warrants	—	—		—	—		1,286		—		—		—		1,286		—		—
Derecognition of liability warrants to equity	—	—		—	—		5,200		—		—		—		5,200		—		—
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	—	—		495,581	—		(8)		—		—		—		(8)		—		—
Stock-based compensation	—	—		—	—		3,504		—		—		—		3,504		—		—
Foreign currency translation adjustment	—	—		—	—		—		(2,549)		—		—		(2,549)		—		—
Net loss attributable to Amyris, Inc.	—	—		—	—		—		—		(87,844)		—		(87,844)		—		—
Balances at March 31, 2020	8,280	—		163,891,920	16		1,708,096		(46,353)		(1,843,497)		609		(181,129)		5,000		—
Issuance of preferred and common stock in private placement, net of issuance costs	72,156			32,614,573	3		160,014								160,017		—		—
Issuance of preferred stock in private placement - related party, net of issuance costs	30,000			—	—		30,000								30,000		—		—
Issuance of common stock upon exercise of warrants				132,746	—		—								—		—		—
Issuance of common stock subsequent to exercise of common stock rights warrant in previous period - related party				5,226,481	1		(1)								—		—		—
Fair value of pre-delivery shares released to holder in connection with debt amendment				—	—		10,478								10,478		—		—
Derecognition of liability warrants to equity				—	—		6,550								6,550		—		—
Fair value of modification to previously issued common stock warrants				—	—		1,067								1,067		—		—
Return of pre-delivery shares previously issued in connection with debt agreement				(1,363,636)	—		—								—		—		—
Issuance of common stock upon conversion of debt principal and accrued interest, and the related derecognition of derivative liability to equity				3,246,489	—		15,778								15,778		—		—
Stock-based compensation				—	—		2,931								2,931		—		—
Issuance of common stock upon ESPP purchase				144,523	—		421								421		—		—
Issuance of common stock upon exercise of stock options				5,227	—		16								16		—		—
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock				720,100	—		(98)								(98)		—		—
Foreign currency translation adjustment				—	—		—		(2,355)						(2,355)		—		—
Net loss attributable to Amyris, Inc.				—	—		—				(110,422)		2,107		(108,315)		—		—
Balances at June 30, 2020	110,436	$	—	204,618,423	$	20	$	1,935,252	$	(48,708)	$	(1,953,919)	$	2,716	$	(64,639)	$	5,000	$	—
Adjustment to costs incurred in connection with June 2020 issuance of preferred and common stock in private placement							20								20		—		—
Issuance of common stock upon automatic conversion of Series E preferred stock	(102,156)	—		34,052,084	4		(4)								—		—		—
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)		—		—
Stock-based compensation					—		3,438								3,438		—		—
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock				515,478	—		(295)								(295)		—		—
Foreign currency translation adjustment					—				(797)						(797)		—		—
Net loss attributable to Amyris, Inc.					—						(23,156)		1,702		(21,454)		—		—
Balances at September 30, 2020	8,280	$	—	239,185,985	$	24	$	1,938,411	$	(49,505)	$	(1,977,075)	$	4,418	$	(83,727)	$	5,000	$	—

See the accompanying notes to the unaudited condensed consolidated financial statements.

AMYRIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended Sep 30,
(In thousands)	2021		2020
Operating activities
Net loss	$	(308,565)	$	(217,613)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss (gain) from change in fair value of debt	204,359		(2,908)
Loss upon extinguishment of debt	27,058		51,954
Stock-based compensation	21,933		9,873
Loss from change in fair value of derivative instruments	12,826		6,498
Depreciation and amortization	6,526		6,740
Amortization of right-of-use assets under operating leases	2,455		2,103
Accretion of debt discount	2,672		3,119
Loss from investment in affiliate	567		1,058
Amortization of intangible assets	480		—
Loss (gain) on foreign currency exchange rates	106		(583)
Non-cash interest expense in connection with release of pre-delivery shares to holder in connection with debt amendment	—		10,478
Contract asset credit loss reserve	—		8,342
Non-cash interest expense in connection with modification of warrants	—		1,066
Non-cash interest expense added to debt principal	—		100
Other	—		55
Changes in assets and liabilities:
Accounts receivable	(1,163)		(7,736)
Contract assets	(132)		(1,939)
Inventories	(27,317)		(10,561)
Deferred cost of products sold - related party	7,497		(4,820)
Prepaid expenses and other assets	(26,073)		696
Accounts payable	39,570		(20,201)
Accrued and other liabilities	3,061		(1,259)
Lease liabilities	(3,758)		(3,352)
Contract liabilities	(1,265)		3,077
Net cash provided by (used in) operating activities	(39,163)		(165,813)
Investing activities
Purchases of property, plant and equipment	(22,119)		(9,619)
Acquisitions, net of cash acquired	(18,462)		—
Net cash used in investing activities	(40,581)		(9,619)
Financing activities
Proceeds from issuance of common stock in public offering, net of issuance costs	130,793		—
Proceeds from exercises of warrants	38,841		3,332
Proceeds from exercises of warrants - related party	16,580		13,998
Proceeds from issuance of contingently redeemable noncontrolling interest in subsidiary	10,000		—
Proceeds from exercises of common stock options	3,131		16
Proceeds from issuance of common stock upon ESPP purchase	321		421
Principal payments on debt	(25,938)		(46,766)
Principal payments on financing leases	(2,993)		(2,578)
Distribution to noncontrolling interest	(2,700)		—
Issuance costs incurred in connection with debt modification	(2,500)		—
Payment of minimum employee taxes withheld upon net share settlement of restricted stock units	(1,481)		(401)
Proceeds from issuance of common and preferred stock in private placement, net of issuance costs	—		170,037
Proceeds from issuance of common and preferred stock in private placement, net of issuance costs - related party	—		45,000
Proceeds from issuance of debt, net of issuance costs	—		15,279
Proceeds from exercise of common stock rights warrant - related party	—		15,000
Net cash provided by financing activities	164,054		213,338
Effect of exchange rate changes on cash, cash equivalents and restricted cash	402		(36)
Net increase in cash, cash equivalents and restricted cash	84,712		37,870
Cash, cash equivalents and restricted cash at beginning of period	31,422		1,699
Cash, cash equivalents and restricted cash at end of the period	$	116,134	$	39,569

Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	$	114,887	$	38,280
Restricted cash, current	286		329
Restricted cash, noncurrent	961		960
Total cash, cash equivalents and restricted cash	$	116,134	$	39,569

See the accompanying notes to the unaudited condensed consolidated financial statements.

AMYRIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued

(Unaudited)


	Nine Months Ended September 30,
(In thousands)	2021		2020
Supplemental disclosures of cash flow information:
Cash paid for interest	$	5,459	$	13,858

Supplemental disclosures of non-cash investing and financing activities:
Accrued interest added to debt principal	$	—	$	2,056
Acquisition of right-of-use assets under operating leases	$	3,397	$	—
Common stock and warrants issued in exchange for debt principal and accrued interest reduction	$	149,208	$	27,650
Common stock issued as purchase consideration in business combinations	$	56,418	$	—
Contingently redeemable noncontrolling interest issued in subsidiary in exchange for settlement of other liabilities	$	4,000	$	—
Derecognition of derivative liabilities to equity upon extinguishment of debt	$	59	$	6,461
Derecognition of derivative liabilities upon authorization of shares	$	—	$	6,550
Derecognition of derivative liabilities upon exercise of warrants	$	—	$	5,200
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	$	—	$	188
Fair value of warrants and embedded features recorded as debt discount in connection with debt issuances - related party	$	—	$	747
Goodwill recorded in connection with business combinations	$	130,927	$	—
Intangible assets recorded in connection with business combinations	$	40,707	$	—
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	$	5,756	$	2,100
Warrants exercised in exchange for debt principal and interest reduction	$	—	$	69,618

See the accompanying notes to the unaudited condensed consolidated financial statements.

AMYRIS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


Note 1. Basis of Presentation and Summary of Significant Accounting Policies			14
Note 2. Balance Sheet Details			16
Note 3. Fair Value Measurement			20
Note 4. Debt			24
Note 5. Mezzanine Equity			26
Note 6. Stockholders' Deficit			27
Note 7. Acquisitions			28
Note 8. Net Loss per Share Attributable to Common Stockholders			31
Note 9. Commitments and Contingencies			32
Note 10. Revenue Recognition, and Contract Assets and Liabilities			33
Note 11. Related Party Transactions			38
Note 12. Stock-based Compensation			39
Note 13. Subsequent Events			40

1. Basis of Presentation and Summary of Significant Accounting Policies

As a leading synthetic biotechnology company and a top supplier of sustainable and natural ingredients, Amyris, Inc. and its subsidiaries (collectively, Amyris or the Company) leverage its proprietary Lab-to-MarketTM operating platform to engineer, manufacture and market high performance, natural and sustainably sourced products. This platform is comprised of computational, strain construction, screening, and analytics tools, advanced lab automation, and data integration. Through its Lab-to-Market platform, the Company rapidly engineers microbes and uses them as catalysts to metabolize renewable, plant-sourced sugars into high-value ingredients that the Company manufactures at industrial scale. The Company has successfully developed, produced and commercialized many distinct molecules.

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, 2020 (the 2020 Form 10-K), from which the condensed consolidated balance sheet as of December 31, 2020 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 2020 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. Except as noted below, there have been no material changes to the Company's significant accounting policies and estimates during the nine months ended September 30, 2021.

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 described in ASC Topic 805, Business Combinations, is applied. The Company allocates the purchase consideration paid to acquire the business to the assets and liabilities acquired 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 judgments and estimates and the use of valuation techniques when market value is 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 in accordance with ASC 805, “Contingencies”, as appropriate, with the corresponding gain or loss being recognized in profit or loss.

See Note 7, “Acquisitions”.

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, during the fourth quarter, 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, up to the carrying value of the goodwill. No impairment of goodwill has occurred during the periods presented in these condensed consolidated financial statements.

Intangible Assets

Intangible assets are comprised primarily of customer relationships, trademarks and trade names, developed technology, patents and other 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 intangibles 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. For more information on the fair value hierarchy, see Note 3 of the Notes to the Condensed Consolidated Financial Statements. 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.

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 Standards or Updates Recently Adopted

In the nine months ended September 30, 2021, the Company adopted these accounting standards or updates:

Accounting for Income Taxes. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC 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 2019-12 became effective for the Company in the first quarter of fiscal year 2021. The adoption of this standard did not have any impact on the Company’s condensed consolidated financial statements.

Equity Securities, Equity-method Investments and Certain Derivatives. In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. 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 became effective for the Company in the first quarter of 2021. The adoption of this standard did not have any impact on the Company’s condensed consolidated financial statements.

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. ASU 2016-13 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.

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


(In thousands)	Balance at Beginning of Period		Provisions		Write-offs, Net		Balance at End of Period
Nine months ended September 30, 2021	$	137	$	806	$	(4)	$	939
Nine months ended September 30, 2020	$	45	$	57	$	—	$	102

Inventories


(In thousands)	September 30, 2021		December 31, 2020
Raw materials	$	29,368	$	11,800
Work-in-process	6,443		10,760
Finished goods	36,251		20,302
Inventories	$	72,062	$	42,862

Deferred cost of products sold - related party


(In thousands)	September 30, 2021		December 31, 2020
Deferred cost of products sold - related party	$	9,182	$	9,801
Deferred cost of products sold, noncurrent - related party	3,061		9,939
Total	$	12,243	$	19,740

Amounts reported as "Deferred cost of products sold - related party" are in connection with an agreement with Koninklijke DSM N.V. (DSM) under which DSM will provide capacity for sweetener production at DSM's Brotas, Brazil manufacturing facility through December 2022. The deferred cost of products sold asset is being 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. During the three and nine months ended September 30, 2021, the Company expensed $0.2 million and $3.5 million, respectively, of the deferred cost of products sold asset to cost of products sold. During the three and nine months ended September 30, 2020, the Company expensed $0.7 million and $2.0 million, respectively, of the deferred cost of products sold asset to cost of products sold. Inception-to-date amortization through September 30, 2021 totaled $8.3 million.

Prepaid expenses and other current assets


(In thousands)	September 30, 2021		December 31, 2020
Prepayments, advances and deposits	$	23,043	$	6,637
Non-inventory production supplies	3,306		3,989
Recoverable taxes from Brazilian government entities	1,065		1,063
Other	2,959		1,414
Total prepaid expenses and other current assets	$	30,373	$	13,103

Property, Plant and Equipment, Net


(In thousands)	September 30, 2021		December 31, 2020
Machinery and equipment	$	51,641	$	50,415
Leasehold improvements	45,195		45,197
Computers and software	8,399		6,741
Furniture and office equipment, vehicles and land	3,714		3,507
Construction in progress	28,646		7,250
	137,595		113,110
Less: accumulated depreciation and amortization	(84,471)		(80,235)
Property, plant and equipment, net	$	53,124	$	32,875

During the three and nine months ended September 30, 2021 and 2020, depreciation and amortization expense, including amortization of right-of-use assets under financing leases, was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2021		2020		2021		2020
Depreciation and amortization expense	$	2,226	$	1,905	$	4,300	$	5,300

Goodwill

The changes in the carrying amount of goodwill were as follows:


(In thousands)	September 30, 2021
Balance at beginning of year	$	—
Acquisitions	130,927
Effect of currency translation adjustment	(2,235)
Ending balance	$	128,692

Additions to goodwill during the nine months ended September 30, 2021 related to acquisitions completed during the period. See Note 7, "Acquisitions".

Intangible Assets, Net

During the nine months ended September 30, 2021, the Company recorded $40.1 million of intangible assets which related to customer relationships, and trademarks and trade names, developed technology and patents 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):


	September 30, 2021
Amounts in thousands	Estimated Useful Life (in Years)	Gross		Accumulated Amortization		Net
Trademarks and trade names	10	$	11,472	$	(301)	$	11,171
Customer relationships	5 - 16	8,187		(124)		8,063
Developed technology	12	19,884		(50)		19,834
Patents	17	600		(6)		594
Total intangible assets		$	40,143	$	(481)	$	39,662

The Company amortizes intangible assets on a straight-line basis over their useful lives. Amortization expense for intangible assets was approximately $0.3 million and $0.5 million for the three and nine months ended September 30, 2021 and is included in general and administrative expenses.

Total future amortization estimated as of September 30, 2021 is as follows (in thousands):


Amounts in thousands
2021 (remainder)	$	496
2022	2,287
2023	3,551
2024	4,590
2025	4,792
Thereafter	23,946
Total future amortization	$	39,662

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 10 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 $11.0 million and $10.1 million of right-of-use assets as of September 30, 2021 and December 31, 2020, respectively. Operating lease liabilities were $14.5 million and $15.0 million as of September 30, 2021 and December 31, 2020, respectively. During the three months ended September 30, 2021 and 2020, respectively, the Company recorded $2.3 million and $2.1 million of operating lease amortization that was charged to expense, of which $0.3 million and $0.3 million was recorded to cost of products sold. During the nine months ended September 30, 2021 and 2020, respectively, the Company recorded $5.8 million and $5.9 million of operating lease amortization that was charged to expense, of which $0.7 million and $0.9 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:


	Nine Months Ended September 30,
	2021	2020
Cash paid for operating lease liabilities, in thousands	$5,659	$5,759
Right-of-use assets obtained in exchange for new operating lease obligations, in thousands	$3,397	$—
Weighted-average remaining lease term	3.5	2.5
Weighted-average discount rate	17.6%	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 $6.1 million and $4.6 million as of September 30, 2021 and December 31, 2020, respectively.

Maturities of Financing and Operating Leases

Maturities of lease liabilities as of September 30, 2021 were as follows:


Years ending December 31: (In thousands)	Financing Leases		Operating Leases		Total Leases
2021 (Remaining Three Months)	$	1,205	$	2,143	$	3,348
2022	21		8,896		8,917
2023	21		4,157		4,178
2024	21		739		760
2025	21		613		634
Thereafter	15		5,406		5,421
Total lease payments	1,304		21,954		23,258
Less: amount representing interest	(59)		(7,446)		(7,505)
Total lease liability	$	1,245	$	14,508	$	15,753

Current lease liability	$	1,182	$	6,786	$	7,968
Noncurrent lease liability	63		7,722		7,785
Total lease liability	$	1,245	$	14,508	$	15,753

Other Assets


(In thousands)	September 30, 2021		December 31, 2020
Advance payment for manufacturing equipment	$	3,000	$	—
Equity-method investment	2,472		2,380
Deposits	130		128
Other	1,151		1,196
Total other assets	$	6,753	$	3,704

Accrued and Other Current Liabilities


(In thousands)	September 30, 2021		December 31, 2020
Beauty Labs deferred consideration payable(1)	$	31,921	$	—
Accrued interest	9,112		9,327
Payroll and related expenses	8,491		8,230
Asset retirement obligation(2)	3,371		3,041
Professional services	3,304		994
Contract termination fees	2,554		5,344
Tax-related liabilities	907		656
Ginkgo partnership payments obligation	878		878
Other	2,143		2,237
Total accrued and other current liabilities	$	62,681	$	30,707

______________

(1) The Beauty Labs deferred consideration will be settled with Amyris common stock in February 2022.See Note 7, "Acquisitions", for additional information.

(2) The asset retirement obligation represents liabilities incurred but not yet discharged in connection with our 2013 abandonment of a partially constructed facility in Pradópolis, Brazil.

Other noncurrent liabilities


(In thousands)	September 30, 2021		December 31, 2020
Liability in connection with acquisition of equity-method investment	$	8,196	$	6,771
Ginkgo partnership payments obligation, net of current portion	8,076		7,277
Liability for unrecognized tax benefit	7,666		7,496
Contract liabilities, net of current portion	111		111
Other	130		1,099
Total other noncurrent liabilities	$	24,179	$	22,754

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)	September 30, 2021								December 31, 2020
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities
Foris Convertible Note (LSA Amendment)	$	—	$	—	$	273,137	$	273,137	$	—	$	—	$	123,164	$	123,164
Contingent consideration	—		—		65,077		65,077		—		—		—		—
Freestanding derivative instruments issued in connection with other debt and equity instruments	—		—		21,340		21,340		—		—		8,451		8,451
Embedded derivatives bifurcated from debt instruments	—		—		125		125		—		—		247		247
Senior Convertible Notes	—		—		—		—		—		—		53,387		53,387
Total liabilities measured and recorded at fair value	$	—	$	—	$	359,679	$	359,679	$	—	$	—	$	185,249	$	185,249

The Company did not hold any financial assets to be measured and recorded at fair value on a recurring basis as of September 30, 2021 and December 31, 2020. Also, there were no transfers between the levels during the nine months ended September 30, 2021 or the year ended December 31, 2020.

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 September 30, 2021, the contractual outstanding principal of the Foris Convertible Note was $50.0 million, and fair value was $273.1 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) $13.73 stock price, (ii) 15% discount yield, (iii) 0.07% 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 and nine months ended September 30, 2021, the Company recorded a gain of $52.3 million and a loss of $150.0 million, respectively, 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.

Fair Value of Debt — Senior Convertible Notes

During the nine months ended September 30, 2021, the holders of the Senior Convertible notes elected to convert all of their $30.0 million principal into common stock. See Note 4, "Debt", for additional information.

For the three and nine months ended September 30, 2021, the Company recorded losses of zero and $54.4 million, respectively, from change in fair value of debt in connection with fair value remeasurement of the Senior Convertible Notes, as follows:


In thousands
Fair value at December 31, 2020	$	53,387
Loss from change in fair value	54,386
Less: principal converted into common stock	(30,020)
Less: fair value adjustment extinguished upon conversion of debt principal	(77,753)
Fair value at September 30, 2021	$	—

Binomial Lattice Model

A binomial lattice model was used to determine whether the Foris Convertible Note and the Senior Convertible Notes (Debt Instruments) 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 Debt Instruments using the "with-and-without method", where 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 Instruments 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, 2020	$	8,698
Change in fair value of derivative instruments	12,826
Derecognition on settlement or extinguishment	(59)
Balance at September 30, 2021	$	21,465

Freestanding Derivative Instruments

On February 28, 2020, the Company entered into forbearance agreements with certain affiliates of the Schottenfeld Group LLC (the Lenders) related to certain defaults under the Schottenfeld Notes. In connection with entering into the forbearance agreements, the Company committed to issuing warrants (Warrants) to the Lenders under certain contingent events for 1.9 million shares of common stock at a $2.87 purchase price and a two-year term. The contingent obligation to issue the Warrants did not meet the derivative scope exception or equity classification criteria and was accounted for as a derivative liability and 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 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. At September 30, 2021, the fair value of the contingently issuable Warrants derivative liability was $21.3 million. For the three and nine months ended September 30, 2021, the Company recorded a $4.8 million gain and a $12.9 million loss, respectively, on change in fair value of the freestanding derivative instruments.

Valuation Methodology and Approach to Measuring the Derivative Liabilities

Substantially all the outstanding liabilities associated with the Company’s derivatives at September 30, 2021 and December 31, 2020 represent the fair value of freestanding equity 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 instruments 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 September 30, 2021 and December 31, 2020. Input assumptions for these freestanding instruments are as follows:


	Range for the Period
Input assumptions for liability classified warrants:	September 30, 2021		December 31, 2020
Fair value of common stock on issue date	$13.73		$2.56 – $6.18
Exercise price of warrants	$2.87		$2.87 – $3.25
Expected volatility	107%		94% – 117%
Risk-free interest rate	0.28%		0.13% – 1.58%
Expected term in years	2		1 – 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 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 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)	September 30, 2021
Beginning balance January 1, 2021	$	—
Costa Brazil	8,100
MG Empower	4,071
Olika	13,778
Beauty Labs	39,128
Change in fair value of contingent consideration	—
Ending balance September 30, 2021	$	65,077

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 September 30, 2021 and at December 31, 2020, excluding the debt instruments recorded at fair value, was $49.2 million and $86.5 million, respectively. The fair value of such debt at September 30, 2021 and at December 31, 2020 was $54.6 million and $83.3 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:


	September 30, 2021								December 31, 2020
(In thousands)	Principal		Unaccreted Debt Discount		Change in Fair Value		Net		Principal		Unaccreted Debt Discount		Change in Fair Value		Net
Convertible notes payable
Senior convertible notes	$	—	$	—	$	—	$	—	$	30,020	$	—	$	23,367	$	53,387

Related party convertible notes payable
Foris convertible note (due July 2022)	50,041		—		223,096		273,137		50,041		—		73,123		123,164

Loans payable and credit facilities
Ginkgo note (due October 2022)	12,000		—		—		12,000		12,000		—		—		12,000
Naxyris note(1) (due July 2022)	23,914		(248)				23,666		23,914		(493)		—		23,421
Nikko notes (maturity date January 2026)	128		—		—		128		2,802		(759)		—		2,043
Schottenfeld notes	—		—		—		—		12,500		(240)		—		12,260
Other loans payable (revolving)	919		—		—		919		1,227		—		—		1,227
	36,961		(248)		—		36,713		52,443		(1,492)		—		50,951
Related party loans payable
DSM notes (due April 2022)	10,000		(2,504)		—		7,496		33,000		(2,443)		—		30,557
Foris note (due December 2022)	5,000		—		—		5,000		5,000		—		—		5,000
	15,000		(2,504)		—		12,496		38,000		(2,443)		—		35,557
Total debt	$	102,002	$	(2,752)	$	223,096	322,346		$	170,504	$	(3,935)	$	96,490	263,059
Less: current portion							(305,247)								(77,437)
Long-term debt, net of current portion							$	17,099							$	185,622

(1) Naxyris was a related party at December 31, 2020, but ceased to be a related party upon Carole Piwnica’s departure from the Company’s Board of Directors on May 29, 2021. For the purpose of comparability, the condensed consolidated balance sheets classify the Naxyris note as nonrelated party debt at both September 30, 2021 and December 31, 2020.

Senior Convertible Notes Conversions

On February 4, 2021, the Company received a notice of conversion from HT Investments MA, LLC (HT) with respect to $20.0 million of its outstanding Senior Convertible Notes, pursuant to which the Company was required to issue 5.7 million shares of common stock per the conversion price stated in the agreement and cancelled the outstanding Note. Also, 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, and as a result the Company net settled the $20 million principal conversion by issuing 3.1 million of incremental shares to HT. Upon conversion of the HT Senior Convertible Note, the Company recorded a $31.9 million loss upon extinguishment of debt, which was primarily comprised of a fair value adjustment upon repayment of the note's principal.

On May 18 and 26, 2021, the Company received notices of conversion from Blackwell Partners LLS - Series B (Blackwell) and Silverback Opportunistic Credit Master Fund Limited (Silverback) with respect to $10.0 million of their outstanding Senior Convertible Notes, pursuant to which the Company was required to issue 2.9 million shares of common stock per the conversion price stated in the agreement and cancelled the outstanding Notes. Upon conversion of the Blackwell and Silverback Senior Convertible Notes, the Company recorded a $0.9 million gain upon extinguishment of debt related to accrued interest that was no longer due upon conversion.

See the Company's 2020 Form 10-K, Note 4, “Debt” for additional information regarding the Senior Convertible Notes.

Schottenfeld Note Exchange

On March 1, 2021, the Company entered into an Exchange and Settlement Agreement (Exchange Agreement) with Schottenfeld Opportunities Fund II, L.P. and certain other holders of notes under the Credit and Security Agreement dated November 14, 2019 (Schottenfeld Notes). Pursuant to the terms 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 4.1 million net shares of common stock in a cashless exchange and cancellation of all amounts due and outstanding under the Notes and related loan documents and all warrants held by each of the holders of Schottenfeld Notes.

Upon conversion of the Schottenfeld note balance, the Company recorded a $28.9 million loss upon extinguishment of debt, which primarily represented the fair value of common shares issued in excess of debt principal extinguished.

See the Company's 2020 Form 10-K, Note 4, “Debt” for additional information regarding the Schottenfeld Notes.

DSM Notes Amendments and Repayment

On December 28, 2017, the Company and DSM Finance, a wholly owned subsidiary of Koninklijke DSM N.V. (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 and issued a promissory note to DSM Finance. The $25 million Note matures on December 31, 2021 and accrues interest at 10% per annum, payable quarterly.

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. In September 2019, the Company borrowed the $8.0 million in three installments. 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, payable quarterly and (iii) are secured by a first-priority lien on certain Company intellectual property licensed to DSM.

In March 2021, the Company entered into amendments (the March 2021 Amendments) to the $25 million Note and the $8 million Note that provided for (i) the prepayment of the $8 million Note, (ii) a $15 million partial prepayment of the $25 million Note and (iii) extension of the maturity date from December 31, 2021 to April 15, 2022 for the remaining $10 million principal balance under the $25 million Note, in exchange for a $2.5 million prepayment fee The Company repaid $23 million on March 31, 2021 to extinguish the $8 million Note and to partially repay the $25 million Note.

The Company evaluated the March 2021 Amendments, and concluded the before and after cash flows resulting from the amendments were not significantly different and accounted for the amendments to the Notes as a debt modification. Consequently, the $2.5 million Prepayment Fee was recorded as an incremental debt discount to the remaining $10 million principal balance under the $25 million Note. The Company will accrete the adjusted discount over the Note’s amended remaining term using the effective interest method.

See the Company's 2020 Form 10-K, Note 4, “Debt” for additional information regarding the DSM notes.

Nikko Note Extinguishment

In July 2021, the Company repaid the remaining $2.5 million principal on a note owed to Nikko Chemicals Co., Ltd. The note was scheduled to mature in December 2029. At the repayment date, there was $0.7 million of unaccreted debt discount on the note, which the Company extinguished, resulting in a $0.7 million loss on extinguishment of debt for the three months ended September 30, 2021.

Future Minimum Payments

Future minimum payments under the Company's debt agreements as of September 30, 2021 are as follows:


(In thousands)	Loans Payable and Credit Facilities		Related Party Convertible Notes		Related Party Loans Payable and Credit Facilities		Total
2021 (Remaining Three Months)	$	2,155	$	—	$	500	$	2,655
2022	38,381		59,578		16,898		114,857
2023	33		—		—		33
2024	32		—		—		32
2025	30		—		—		30
Thereafter	6		—		—		6
Total future minimum payments	40,637		59,578		17,398		117,613
Less: amount representing interest	(3,676)		(9,537)		(2,398)		(15,611)
Present value of minimum debt payments	36,961		50,041		15,000		102,002
Less: current portion of debt principal	(24,862)		(50,041)		(10,000)		(84,903)
Noncurrent portion of debt principal	$	12,099	$	—	$	5,000	$	17,099

5. Mezzanine Equity

Gates Foundation

Contingently redeemable common stock as of September 30, 2021 and December 31, 2020 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 September 30, 2021, the Company's remaining research and development obligation under this arrangement was $0.3 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. The Company recorded the $28.5 million noncontrolling interest in RealSweet as Mezzanine equity - contingently redeemable noncontrolling interest, which represents the value of Ingredion’s 31% ownership interest in the net assets of the RealSweet subsidiary and recorded a $14.5 million decrease to additional paid in capital for the difference between the fair value of the consideration received and Ingredion's ownership interest claims against the net assets of the RealSweet subsidiary. Under the terms of the MIPA, Amyris, Inc., is funding the cash construction costs of the project, which are estimated to be approximately $72 million. As of

September 30, 2021, the Company has funded approximately $42.5 million towards the project and has $40.3 million of contractual purchase commitments for construction related costs.

6. Stockholders' Deficit

Primary Offering

On April 8, 2021, the Company entered into an underwriting agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC and Cowen and Company, LLC (the Underwriters), pursuant to which the Company agreed to issue and sell 7,656,822, at a public offering price of $15.75 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,148,523 shares of Common Stock from Amyris. The Underwriters exercised this option in full.

Net proceeds to the Company from the 8,805,345 new shares issued by the Company were $130.8 million (inclusive of the underwriters’ option to purchase additional shares), after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

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 2020 Form 10-K), the Company has issued warrants exercisable for shares of common stock. The following table summarizes warrants outstanding at September 30, 2021:


Transaction	Year Issued	Expiration Date	Number Outstanding as of September 30, 2021	Exercise Price per Share as of September 30, 2021
Silverback warrant	2020	July 10, 2022	1,000,000	$	3.25

January 2020 warrant exercise right shares	2020	January 31, 2022	431,378	$	2.87





May 2019 6.50% Note Exchange warrants	2019	January 31, 2022	960,225	$	2.87

May 2017 cash warrants	2017	July 10, 2022	1,863,056	$	2.87

May 2017 dilution warrant	2017	July 10, 2022	56,910	$	—


July 2015 related party debt exchange	2015	July 29, 2025	58,690	$	0.15
Other	2011	December 23, 2021	1,406	$	160.05
			4,371,665

Warrant Exercises

During the nine months ended September 30, 2021, warrant-holders exercised warrants to purchase 40.1 million shares of the Company’s common stock at a weighted-average exercise price of $2.67 per share, for proceeds to the Company of $55.4 million.

7. Acquisitions

The purchase accounting for the net assets acquired, including goodwill, and the fair value of the contingent consideration 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.

Costa Brazil

On May 7, 2021, the Company acquired 100% of the outstanding equity of Upland 1 LLC, also known as Costa Brazil, a privately held 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 total purchase consideration with a fair value of $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 100% of the at-target measurement range from $0 to $70 million and 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 $70 million of at-target contingent consideration payments have been adjusted to fair value based on the passage of time and likelihood of achieving the relevant milestones (see Note 3, "Fair Value Measurement") and are 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 $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 recorded as goodwill. Goodwill represents the value of the acquired workforce, time to market and the synergies generated between the Company and Costa Brazil (see Note 2, "Balance Sheet Details").

The following table summarizes the purchase price allocation:


(In thousands)
Net tangible assets	$	(540)
Trademarks, trade names and other intellectual property	6,949
Customer relationships	1,158
Goodwill	4,014
Total consideration	$	11,581

Acquisition-related costs totaled $0.3 million and are included in general and administrative expense.

MG Empower Ltd.

On August 11, 2021, the Company entered into a Share Purchase Agreement with MG Empower Ltd. (MG Empower) and the securityholders of MG Empower for the acquisition of the outstanding shares of MG Empower, a U.K.-based privately held 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 total purchase consideration of $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 (the Earnout Payments) of up to $20.0 million in total that are based on achieving certain thresholds of revenue for the calendar 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, the fair value of which in the amount of $4.1 million 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:


(In thousands)
Net tangible assets	$	(800)
Trademarks, trade names and other intellectual property	1,900
Customer relationships and influencer network database	2,600
Goodwill	10,871
Total consideration	$	14,571

Olika Inc.

On August 11, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization with OLIKA Inc. (Olika), and the other parties thereto, and a Note Purchase Agreement with Olika and the selling stockholders party thereto, for the acquisition of Olika and the purchase of outstanding notes from certain Olika noteholders, respectively. Olika was a privately held company specializing 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 total purchase consideration of $29.9 million, consisting of cash of $1.8 million, Amyris stock of $14.3 million and contingent consideration with a fair value of $13.8 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 calendar years ending on December 31, 2022 and December 31, 2023 (the Revenue Earnout Payments) 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 Retention Earnout Payments). 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 aggregate fair value of $13.8 million 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:


(In thousands)
Net tangible assets	$	1,764
Trademarks, trade names and other intellectual property	1,500
Customer relationships	4,500
Patents	600
Goodwill	21,545
Total consideration	$	29,909

Beauty Labs International, Ltd.

On August 31, 2021, the Company entered into a Share Purchase Agreement with Beauty Labs International Limited (Beauty Labs) and the shareholders and warrant holders of Beauty Labs as set forth therein, and an Option Cancellation Agreement with Beauty Labs and the option holders of Beauty Labs as set forth therein for the acquisition of the outstanding shares of Beauty Labs and the cancellation of outstanding Beauty Labs warrants and stock options, respectively. Beauty Labs is a 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 total purchase consideration of $115.9 million, consisting of cash of $15.2 million (including deferred cash consideration of $1.9 million payable to the shareholders of Beauty Labs shortly after the acquisition), Amyris stock of $61.6 million (including deferred stock consideration of $30 million payable within six months after the closing date) and contingent consideration with a fair value of $39.1 million. 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 case of overperformance (together, the Earnout Payments) for the calendar years ending on December 31, 2022 and December 31, 2023. The portion of the Earnout Payments due to the nonemployee shareholders are treated as consideration transferred, the fair value of which in the amount of $39.1 million 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:


(In thousands)
Net tangible assets	$	(134)
Trademarks, trade names and other intellectual property	1,200
Developed technology	20,300
Goodwill	94,499
Total consideration	$	115,865

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:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except shares and per share amounts)	2021		2020		2021		2020
Numerator:
Net loss attributable to Amyris, Inc.	$	(32,944)	$	(23,156)	$	(308,814)	$	(221,422)
Less: deemed dividend to preferred stockholders upon conversion of Series E preferred stock	—		(67,151)		—		(67,151)
Less: loss allocated to participating securities	—		6,832		787		15,369
Net loss attributable to Amyris, Inc. common stockholders, basic	$	(32,944)	$	(83,475)	$	(308,027)	$	(273,204)
Adjustment to earnings allocated to participating securities	—		744		—		120
Interest on convertible debt	767		1,081		—		317
Gain from change in fair value of debt	(52,294)		(17,221)		—		(5,945)
Net loss attributable to Amyris, Inc. common stockholders, diluted	$	(84,471)	$	(98,871)	$	(308,027)	$	(278,712)

Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic	300,888,579		227,267,553		286,919,463		189,192,973
Net loss per share, basic	$	(0.11)	$	(0.37)	$	(1.07)	$	(1.44)

Weighted-average shares of common stock outstanding	300,888,579		227,267,553		286,919,463		189,192,973
Effect of dilutive convertible debt	16,680,334		15,464,681		—		2,313,526
Weighted-average shares of common stock equivalents used in computing net loss per share of common stock, diluted	317,568,913		242,732,234		286,919,463		191,506,499
Net loss per share, diluted	$	(0.27)	$	(0.41)	$	(1.07)	$	(1.46)

For the three months ended September 30, 2021 and 2020 and for the nine months ended September 30, 2020, basic income per share differed from diluted loss per share, because the inclusion of all potentially dilutive securities outstanding was dilutive. For the nine months ended September 30, 2021, basic loss per share equaled diluted loss per share, because the inclusion of all potentially dilutive securities outstanding was antidilutive. The following table presents outstanding shares of potentially dilutive securities:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2021	2020	2021	2020
Period-end common stock warrants	4,256,065	43,298,741	4,256,065	43,298,741
Convertible promissory notes(1)	—	—	16,680,334	8,574,399
Period-end stock options to purchase common stock	3,157,279	6,571,703	3,157,279	6,571,703
Period-end restricted stock units	14,127,109	7,722,630	14,127,109	7,722,630
Period-end preferred stock	—	1,943,661	—	1,943,661
Total potentially dilutive securities excluded from computation of diluted loss per share	21,540,453	59,536,735	38,220,787	68,111,134

______________

(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 September 30, 2021 and December 31, 2020.

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 and the Company's shares of Aprinnova. 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") 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.

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.

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, whereby the plaintiffs must file an amended complaint. The Company believes the securities class action and 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.

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. 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:


	Three Months Ended September 30,
(In thousands)	2021								2020
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
North America	$	29,255	$	6	$	495	$	29,756	$	20,759	$	—	$	263	$	21,022
Europe	3,793		6,000		3,059		12,852		3,752		3,563		919		8,234
Asia	2,598		—		1,798		4,396		1,542		—		1,936		3,478
Brazil	457		—		—		457		1,298		—		—		1,298
Other	405		—		—		405		226		—		—		226
	$	36,508	$	6,006	$	5,352	$	47,866	$	27,577	$	3,563	$	3,118	$	34,258

	Nine Months Ended September 30,
(In thousands)	2021								2020
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
North America	$	79,574	$	11,006	$	745	$	91,325	$	49,568	$	—	$	263	$	49,831
Europe	9,265		149,800		8,309		167,374		10,100		9,714		6,073		25,887
Asia	10,932		—		5,322		16,254		7,901		—		6,724		14,625
Brazil	1,102		—		—		1,102		2,546		—		—		2,546
Other	986		—		—		986		504		—		—		504
	$	101,859	$	160,806	$	14,376	$	277,041	$	70,619	$	9,714	$	13,060	$	93,393

The following table presents revenue by major product and service, as well as by management classification:


	Three Months Ended September 30,
(In thousands)	2021								2020
	Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total		Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total
Consumer	$	22,984	$	6	$	—	$	22,990	$	12,309	$	—	$	—	$	12,309
Ingredients	13,524		—		—		13,524		15,268		3,563		—		18,831
R&D and other services	—		6,000		5,352		11,352		—		—		3,118		3,118
	$	36,508	$	6,006	$	5,352	$	47,866	$	27,577	$	3,563	$	3,118	$	34,258


	Nine Months Ended September 30,
(In thousands)	2021								2020
	Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total		Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total
Consumer	$	59,583	$	6	$	—	$	59,589	$	34,362	$	—	$	—	$	34,362
Ingredients	42,276		153,800		—		196,076		36,257		9,714		—		45,971
R&D and other services	—		7,000		14,376		21,376		—		—		13,060		13,060
	$	101,859	$	160,806	$	14,376	$	277,041	$	70,619	$	9,714	$	13,060	$	93,393

Revenue from Significant Revenue Agreements

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 2020 Form 10-K), the Company recognized the following revenue:


	Three Months Ended September 30,
(In thousands)	2021								2020
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
DSM - related party	$	6,214	$	6,000	$	2,000	$	14,214	$	88	$	—	$	750	$	838
Sephora	9,080		—		—		9,080		3,501		—		—		3,501
Yifan	—		—		1,798		1,798		—		—		1,937		1,937
Firmenich	127		—		555		682		5,099		3,563		—		8,662
PureCircle	44		—		—		44		—		—		—		—
Givaudan	—		—		—		—		2,059		—		—		2,059
Subtotal revenue from significant revenue agreements	15,465		6,000		4,353		25,818		10,747		3,563		2,687		16,997
Revenue from all other customers	21,043		6		999		22,048		16,830		—		431		17,261
Total revenue from all customers	$	36,508	$	6,006	$	5,352	$	47,866	$	27,577	$	3,563	$	3,118	$	34,258

	Nine Months Ended September 30,
(In thousands)	2021								2020
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
DSM - related party	$	12,495	$	149,612	$	6,000	$	168,107	$	193	$	3,750	$	5,019	$	8,962
Sephora	21,599		—		—		21,599		10,389		—		—		10,389
Yifan	—		—		5,322		5,322		90		—		6,675		6,765
PureCircle	2,297		10,000		—		12,297		—		—		—		—
Firmenich	506		187		1,328		2,021		7,308		5,964		454		13,726
Givaudan	210		—		—		210		5,328		—		—		5,328
Subtotal revenue from significant revenue agreements	37,107		159,799		12,650		209,556		23,308		9,714		12,148		45,170
Revenue from all other customers	64,752		1,007		1,726		67,485		47,311		—		912		48,223
Total revenue from all customers	$	101,859	$	160,806	$	14,376	$	277,041	$	70,619	$	9,714	$	13,060	$	93,393

DSM License Agreement and Contract Assignment

On March 31, 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 (F&F Intellectual Property License) 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. DSM also acquired the Company’s F&F finished goods inventory on-hand, unbilled accounts receivables and billed accounts receivable that were uncollected at closing. The Company and DSM also entered into a 15-year manufacturing agreement whereby the Company will manufacture certain F&F ingredients for DSM to supply to third parties.

The Company determined the licenses to be functional intellectual property licenses allowing DSM the immediate use of and benefit from the technology, and concluded the licenses and related assigned F&F ingredients supply agreements, the asset purchase agreement and the manufacturing agreement were revenue contracts within the scope of ASC 606. The Company identified three distinct performance obligations: (i) F&F license, (ii) finished goods inventory and (iii) receivables, that once delivered are satisfied at a point in time. The Company also concluded the additional contingent consideration and manufacturing supply agreement represent variable consideration that will be fully constrained until the commercial targets are probable of achievement and the products are manufactured and sold.

The Company allocated the $150 million transaction price to the three revenue performance obligations using the residual approach. The transaction price was first allocated to the transferred inventory and receivables at the stand-alone selling price for these performance obligations, and the residual consideration was allocated to the F&F intellectual property licenses:

•Finished goods inventory - $1.5 million

•Receivables - $4.9 million

•F&F intellectual property licenses - $143.6 million

The Company also concluded the F&F intellectual property licenses and the assigned F&F supply agreements had been fully delivered with no further performance obligation upon closing the transaction, and recognized license revenue of $143.6 million for the nine months ended September 30, 2021.

Due to the related party nature of the transaction with DSM, who is a significant shareholder with two members on the Company’s board of directors, the Company performed a fair value assessment of the F&F intellectual property licenses under an income approach using a discounted cash flow model, in part with the assistance of a third-party valuation firm, and concluded the $143.6 million residual consideration received in exchange for the F&F intellectual property licenses approximated the fair value and stand-alone selling price of the F&F intellectual property licenses.

DSM Performance Agreement

In December 2017, the Company and DSM entered into a research and development services agreement (Performance Agreement), pursuant to which the Company would provide services to DSM relating to the further development of the technology underlying farnesene-related products in exchange for certain bonus payments in the event that specific performance metrics were achieved. If the Company did not meet the established metrics under the Performance Agreement, the Company would be required to pay $1.9 million to DSM. The Company accounted for the Performance Agreement under ASC 606 as a combined transaction with the Farnesene license granted to DSM in connection with the sale of the Brotas facility in December 2017. The Performance Agreement was allocated $1.2 million of the transaction price under a relative fair value allocation approach, and was recorded as a contract asset reflecting the Company’s right to receive additional consideration and deferred revenue reflecting the probability of returning to DSM a portion of the cash received under the combined transaction. In the first quarter of 2021, the Company and DSM determined the performance metrics would not be reasonably achieved without the Company providing further research and development services and concluded the Performance Agreement and related activities should be terminated. As a result, the Company paid DSM $1.9 million and reduced the deferred revenue liability, and expensed the contract asset balance and recorded $1.9 million of additional research and development expense during the nine months ended September 30, 2021.

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 October 1, 2020 to September 30, 2021 for services singularly focused on achieving a certain fermentation yield and cost target over the twelve-month period. During the three and nine months ended September 30, 2021, the Company recognized $2.0 million and $6.0 million of collaboration revenue in connection with the amended agreement.

DSM Developer License

In September 2021, the Company granted DSM a three-year license to perform research and development to improve and enhance certain technology underlying the Company’s farnesene-related yeast strain in exchange for a $6.0 million license fee. The Company determined the license to be a functional intellectual property license allowing DSM the immediate use of and benefit from the technology and concluded the license agreement was a revenue contract within the scope of ASC 606. The Company concluded the license agreement contained a single performance obligation to deliver the technology license, and that once delivered was satisfied at a point in time. The Company recorded the $6.0 million fee as license and royalty revenue in the three and nine months ended September 30, 2021.

PureCircle License and Supply Agreement

On June 1, 2021, the Company and PureCircle Limited (PureCircle), a subsidiary of Ingredion Incorporated, entered into an intellectual property license agreement under which the Company (i) granted certain intellectual property licenses to PureCircle to make, have made, commercialize and advance the development of sustainably sourced, zero-calorie, nature-based sweeteners and potentially other types of fermentation-based ingredients, as the exclusive global business-to-business commercialization partner for the Company’s sugar reduction technology that includes fermented RebM, (ii) entered into a product supply and profit sharing agreement to provide manufacturing services and products to PureCircle, and (iii) assigned and transferred certain customer contracts to PureCircle related to the sale and distribution of RebM. Concurrent with the PureCircle license and product supply agreements, 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 under construction in Brazil. Ingredion’s purchase of the contingently redeemable noncontrolling interest in RealSweet was deemed to be an equity transaction to be accounting for under ASC 810, Consolidation and ASR 268, Presentation in Financial Statements of Redeemable Preferred Stocks (see Note 5, ”Mezzanine Equity” for further information). 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 in the aggregate 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.

The Company determined the PureCircle license to be a functional intellectual property license allowing PureCircle the immediate use of and benefit from the technology and concluded the license, the product supply and profit sharing agreement and the assigned contracts would be treated as a combined revenue contract within the scope of ASC 606, Revenue Contracts with Customers. The Company identified two distinct performance obligations in the revenue contract: (i) granting of the intellectual property license and (ii) the manufacturing and delivery of products under the product supply and profit sharing agreement. The functional intellectual property license is deemed to be satisfied at a point in time upon delivery of the license, and the product supply and profit-sharing performance obligation is considered variable consideration to be delivered over time if and when commercial production of the products begin. The Company also concluded the contingent milestone payments and the profit-sharing provisions represents variable consideration that is dependent upon future contingent events, and will be fully constrained from the transaction price until the commercial targets are probable of achievement and the future products are manufactured and then sold by PureCircle. The Company also concluded the intellectual property license had been fully delivered upon closing the transaction and recognized license revenue of $10 million in the three months ended June 30, 2021.

Yifan Collaborations

The Company has a collaboration agreement with Yifan Pharmaceutical Co., Ltd. (Yifan), a leading Chinese pharmaceutical company. During the three and nine months ended September 30, 2021, the Company recognized $1.8 million and $5.3 million of collaboration revenue in connection with the amended agreement. During the three and nine months ended

September 30, 2020, the Company recognized $1.8 million and $5.3 million of collaboration revenue in connection with the amended agreement. Since inception of the agreement, the Company has recognized $19.7 million of cumulative-to-date collaboration revenue in connection with the agreement. At September 30, 2021, the Company also recorded a $2.9 million contract asset in connection with the Collaboration Agreement.

For more information about the DSM ingredients collaboration and Yifan collaboration, see the Company's 2020 Form 10-K, Part II, Item 8, Note 10, "Revenue Recognition".

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)	September 30, 2021		December 31, 2020
Accounts receivable, net	$	34,920	$	32,846
Accounts receivable - related party, net	$	10,841	$	12,110
Contract assets	$	3,513	$	4,178
Contract assets - related party	$	2,000	$	1,203
Contract liabilities	$	3,486	$	4,468
Contract liabilities, noncurrent(1)	$	111	$	111

(1)As of September 30, 2021 and December 31, 2020, 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 September 30, 2021.


(In thousands)	As of September 30, 2021
Remaining 2021	$	1,292
2022	143
2023	143
2024	143
2025 and thereafter	286
Total from all customers	$	2,007

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. Additionally, approximately $281.7 million of estimated future revenue is excluded from the table above, as that amount represents constrained variable consideration.

11. Related Party Transactions

Related Party Debt

See Note 4, "Debt," for details of the DSM Notes Amendments and Repayments that occurred during the nine months ended September 30, 2021.

Related party debt was as follows(1):


	September 30, 2021								December 31, 2020
In thousands	Principal		Unaccreted Debt Discount		Change in Fair Value		Net		Principal		Unaccreted Debt Discount		Change in Fair Value		Net
Foris notes	$	55,041	$	—	$	223,096	$	278,137	$	55,041	$	—	$	73,123	$	128,164
DSM note	10,000		(2,504)		—		7,496		33,000		(2,443)		—		30,557
	$	65,041	$	(2,504)	$	223,096	$	285,633	$	88,041	$	(2,443)	$	73,123	$	158,721

Related Party Equity

Related party equity transactions were as follows:


	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2020
	Shares Issued	Fair Value of Transaction, in Thousands		Shares Issued	Fair Value of Transaction, in Thousands
Issuance of Common Stock Upon Exercise of Warrants
DSM	12,114,910	5		—	—
Foris	3,778,230	10,844		24,165,166	68,765
	15,893,140	$	10,849	24,165,166	$	68,765

Issuance of Common Stock in Private Placement
Foris	—	$	—	10,505,652	$	27,189

Issuance of Common Stock Rights Warrant
Foris	—	$	—	—	$	8,904

Exercise of Common Stock Rights Warrant
Foris	—	$	—	5,226,481	$	15,000

Issuance of Preferred Stock in Private Placement
Foris	—	$	—	30,000	$	30,000

Related Party Revenue

See Note 10, "Revenue Recognition", for information about the March 31, 2021 DSM License Agreement and Contract Assignment.

Related Party Accounts Receivable, Unbilled Receivables and Accounts Payable

Related party accounts receivable, contract assets and accounts payable were as follows:


(In thousands)	September 30, 2021		December 31, 2020
Accounts receivable - related party	$	10,841	$	12,110
Contract assets - related party	$	2,000	$	1,203
Accounts payable - related party	$	13,238	$	5,011

12. Stock-based Compensation

The Company’s stock option activity and related information for the nine months ended September 30, 2021 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, 2020	6,502,096	$	7.64	7.6	$	8,875
Granted	687,729	$	13.92
Exercised	(598,090)	$	5.24
Forfeited or expired	(3,434,456)	$	7.14
Outstanding - September 30, 2021	3,157,279	$	10.00	7.6	$	20,941
Vested or expected to vest after September 30, 2021	3,032,476	$	10.06	7.5	$	20,243
Exercisable at September 30, 2021	1,465,549	$	12.58	6.0	$	10,272

Activity related to the Company’s restricted stock units (RSUs) (including performance-based restricted stock units (PSUs)) for the nine months ended September 30, 2021 was as follows:


	Quantity of Restricted Stock Units	Weighted-average Grant-date Fair Value		Weighted-average Remaining Contractual Life, in Years
Outstanding - December 31, 2020	7,043,909	$	4.18	1.5
Awarded	10,410,521	$	12.38
Released	(2,672,650)	$	5.80
Forfeited	(654,671)	$	5.83
Outstanding - September 30, 2021	14,127,109	$	9.84	2.9
Vested or expected to vest after September 30, 2021	12,123,689	$	9.68	2.8

Stock-based compensation expense related to employee and nonemployee options, RSUs, PSUs and ESPP during the three and nine months ended September 30, 2021 and 2020 is reflected in the condensed consolidated statements of operations as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2021		2020		2021		2020
Cost of products sold	$	79	$	—	$	216	$	—
Research and development	1,565		928		3,945		2,774
Sales, general and administrative	7,261		2,492		17,772		7,081
Total stock-based compensation expense	$	8,905	$	3,420	$	21,933	$	9,855

As of September 30, 2021, $134.4 million of unrecognized compensation expense related to stock options and RSUs is expected to be recognized over a weighted-average period of 3.5 years.

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 Company's 2020 Equity Incentive Plan (the 2020 Equity Plan) and 2010 Employee Stock Purchase Plan (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 is equal to approximately 5.0% of the 244,951,446 total outstanding shares of the Company’s common stock as of December 31, 2020. This automatic increase was effective as of January 1, 2021.

The increase in shares in connection with the 2010 ESPP represented an automatic annual increase in the number of shares reserved for issuance of 42,077 shares, which represents the remaining allowable under the existing 1,666,666 maximum limit for share issuance under the 2010 ESPP. This automatic increase was effective as of January 1, 2021.

Performance-based Stock Units

During the three months ended June 30, 2021, the Company’s chief operating officer received performance-based restricted stock units (the COO PSUs) with a per share grant date fair value of $13.39. COO PSUs are equity awards with the final number of restricted stock units that may vest determined based on the Company’s performance against pre-established performance metrics that are related to the completed construction and the successful scaling, commissioning and transitioning of new plants, and the successful launching of new brands. The performance metrics are measured from the grant date through December 31, 2022. The COO PSUs vest in six tranches contingent upon the achievement of both operational performance metrics and the chief operating officer’s continued employment with the Company. Over the measurement period, the number of COO PSUs that may vest and the related stock-based compensation expense that is recognized is adjusted upward or downward based upon the probability of achieving the operational performance metrics. Depending on the probability of achieving the operational performance metrics and certification by the Company’s Board or Leadership, Development, Inclusion and Compensation Committee of achievement of those operational performance metrics for each tranche, the COO PSUs vesting could be from 0 to 600,000 restricted stock units. As of September 30, 2021, the Company’s management has determined that all milestones are probable of achievement. Stock-based compensation expense for this award totaled $8.0 million on the grant date and is recognized ratably through December 31, 2022. Approximately $1.3 million and $1.8 million of stock-based compensation has been recorded to general and administrative expense during the three and nine month period ended September 30, 2021, respectively.

During the three months ended September 30, 2021, the Company’s chief executive officer and chief financial officer each received performance-based restricted stock units (the CEO PSUs and the CFO PSUs) with a per share grant date fair value ranging from $9.79 to $12.93. The CEO PSUs and the CFO PSUs are equity awards with both a service condition and market condition. The number of CEO PSUs that may vest could be from 0 to 6,000,000 restricted stock units and the number of CFO PSUs that may vest could be from 0 to 300,000 restricted stock units, determined based on the performance of the Company’s stock against pre-established Volume Weighted Average Price (VWAP) targets. The VWAP targets are measured from the grant date through July 1, 2025. Upon approval of the CEO PSUs by stockholders and immediately prior to the effectiveness of the CEO PSUs, the performance-based stock option to purchase up to 3,250,000 shares of our common stock granted to the Company’s chief executive officer in 2018 (the 2018 CEO PSO) 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 CEO PSUs, which are treated as a modification to the 2018 CEO PSO, and the CFO PSUs, 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 $68.0 million for the CEO PSUs and $3.4 million for the CFO PSUs on the grant date and is recognized ratably through July 1, 2026. Approximately $2.4 million of stock-based compensation has been recorded to general and administrative expense during the three and nine month period ending September 30, 2021. Stock-based compensation expense is not subject to reversal even if the market condition is not achieved. The fair value of PSUs was determined using a Monte Carlo simulation with the following assumptions:

Risk-free interest rate 0.48%

Expected volatility of the Company’s Common Stock 101%

13. Subsequent Events

None.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q. These discussions contain forward-looking statements reflecting our current expectations that involve risks and uncertainties which are subject to safe harbors under the Securities Act of 1933, as amended (the Securities Act), and the Securities Exchange Act of 1934 (the Exchange Act). These forward-looking statements include, but are not limited to, statements concerning our strategy of achieving a significant reduction in net cash outflows during the remainder of 2021 and 2022, aspects of our future operations, our future financial position, expectations for our future revenues, margins and projected costs, expectations regarding demand and acceptance for our technologies and products, introductions of new products, growth opportunities and trends in the market in which we operate, prospects and plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q, in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the 2020 Form 10-K) and in our other filings with the Securities and Exchange Commission. We do not assume any obligation to update any forward-looking statements.

Overview

As a leading synthetic biotechnology company and a top supplier of sustainable and natural ingredients, we leverage our proprietary Lab-to-Market™ operating platform to engineer, manufacture and market high performance, natural and sustainably sourced products. This platform is comprised of computational, strain construction, screening, and analytics tools, advanced lab automation, and data integration. Through our Lab-to-Market platform, we rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into high-value ingredients that we manufacture at industrial scale. We have successfully developed, produced and commercialized many distinct molecules that are used in formulations by thousands of recognized global brands.

We bring together biology and engineering to generate more sustainable materials that would otherwise be scarce or endangered in nature. We have successfully formulated our unique, natural and sustainably-sourced ingredients into our own family of consumer brands, including Biossance® clean beauty skincare, Pipette® clean baby skincare, Purecane® zero-calorie sweetener naturally derived from sugarcane, Terasana® clean skincare, Costa Brazil® luxury skincare, OLIKA™ clean wellness, Rose Inc.™ clean color cosmetics, and JVN™ clean haircare. We market our brands directly to consumers via our ecommerce platforms, in brick-and-mortar stores, and online via various retail partners. We also continue to generate demand for our portfolio of products through an extensive network of partners who are the leading companies in our target markets. Via our partnership model, our partners invest in the development of molecules to take them from the lab 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 through both the production and sale of our molecules to our partners and the royalty revenues from our partners' product sales to their customers.

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.

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, pilot-scale production facilities in Emeryville, California and Campinas, Brazil, and a commercial-scale production facility in Leland, North Carolina (owned and operated by our Aprinnova joint venture). We are able to use a wide variety of feedstocks for production but have focused on sourcing Brazilian sugarcane for our large-scale production because of its renewability, low cost and relative price stability. We are constructing a new purpose-built, large-scale specialty ingredients facility in Brazil, which we anticipate will allow for the manufacture of up to four products concurrently. We expect to commission the facility and begin production in early 2022. Until then, we continue to manufacture our products at manufacturing sites in Brazil, the U.S. and Europe.

Sales and Revenue

We recognize revenue from consumer and ingredient product sales, license fees and royalties, and collaborations and grants.

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 the 2020 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. Before 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 impact of the COVID-19 pandemic on our employees and our business. As the pandemic has progressed, we have applied recommended public health recommendations designed to prevent the spread of COVID-19 and have been focused on the health and welfare of our employees. These recommendations to mitigate the spread of COVID-19 infection across our businesses have included 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. Throughout this period, we have successfully managed to sustain ongoing critical production campaigns and infrastructure while keeping our employee population healthy with no evidence of disease transmission within our onsite operations. In addition, in the third quarter of 2021, we experienced some impact from worldwide COVID-19 related supply chain disruptions, including delays in raw material and customer shipments, as well as increased freight expenses. Although we expect these issues to be short-term, the ultimate duration and severity of COVID-19 related impacts remains uncertain. 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” in Part I, Item 1A of our 2020 Form 10-K.

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 revenue including arrangements with multiple performance obligations;

•Valuation and allocation of fair value to various elements of complex related party transactions;

•The valuation of freestanding and embedded derivatives, which impacts gains or losses on such derivatives, the carrying value of debt, interest expense and deemed dividends;

•The valuation of debt for which we have elected fair value accounting; and

•The valuation of goodwill, intangible assets and contingent consideration payables, which are generated through business acquisitions.

For a more detailed discussion of our critical accounting estimates and policies, see Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" in Part II, Item 8 of our 2020 Form 10-K and Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Recently Issued Accounting Pronouncements

Refer to Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Accounting Pronouncements Issued but Not Yet Adopted

Refer to Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Results of Operations

Revenue


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2021		2020		2021		2020
Revenue
Renewable products	$	36,508	$	27,577	$	101,859	$	70,619
Licenses and royalties	6,006		3,563		160,806		9,714
Collaborations, grants and other	5,352		3,118		14,376		13,060
Total revenue	$	47,866	$	34,258	$	277,041	$	93,393

Three months ended September 30, 2021

Total revenue increased by 40% to $47.9 million for the three months ended September 30, 2021 compared to the same period in 2020. The increase was comprised of a $8.9 million increase in renewable products revenue, a $2.4 million increase in license revenue and a $2.2 million increase in collaborations and grants revenue during the three months ended September 30, 2021.

Renewable products revenue increased by 32% to $36.5 million for the three months ended September 30, 2021 compared to the same period in 2020, primarily driven by increased sales in our Biossance consumer product line to Sephora and initial sales of our new product lines that began in August and September 2021.

Licenses and royalties revenue increased by $2.4 million for the three months ended September 30, 2021 compared to the same period in 2020, due to the sale of a $6 million intellectual property license of certain farnesene-related technology to DSM in September 2021, as described in Note 10, "Revenue Recognition".

Collaborations, grants and other revenue increased by 72% to $5.4 million for the three months ended September 30, 2021 compared to the same period in 2020, related to our collaborations with DSM and Yifan.

Nine months ended September 30, 2021

Total revenue increased by 197% to $277.0 million for the nine months ended September 30, 2021 compared to the same period in 2020. The increase was comprised of a $31.2 million increase in renewable products revenue, a $151.1 million increase in licenses and royalties revenue, and a $1.3 million increase in collaborations and grants revenue. Total revenue for the nine months ended September 30, 2021 included $149.6 million of license revenue from the sale of flavors and fragrances intellectual property and granting certain farnesene technology rights to DSM and $10.0 million of license revenue from the sale of RebM related intellectual property to PureCircle, as described in Note 10, "Revenue Recognition" and Note 11, “Related Party Transactions”.

Renewable products revenue increased by 44% to $101.9 million for the nine months ended September 30, 2021 compared to the same period in 2020, primarily driven by our consumer product lines.

Licenses and royalties revenue increased significantly to $160.8 million for the nine months ended September 30, 2021 compared to the same period in 2020, primarily due to the sale of a $149.6 million intellectual property license of our flavors and fragrances and certain farnesene technology to DSM and $10.0 million of license revenue from the sale of RebM related intellectual property to PureCircle.

Collaborations, grants and other revenue increased by 10% to $14.4 million for the nine months ended September 30, 2021 compared to the same period in 2020, mainly due to increased collaboration revenue from DSM.

Costs and Operating Expenses

Costs and operating expenses were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2021		2020		2021		2020
Cost of products sold	$	40,252	$	25,822	$	93,332	$	60,710
Research and development	23,824		18,197		69,580		52,288
Sales, general and administrative	70,635		38,321		162,897		100,838
Total cost and operating expenses	$	134,711	$	82,340	$	325,809	$	213,836

Included in costs and operating expenses were the following amounts of non-cash stock-based compensation expense:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2021		2020		2021		2020
Cost of products sold	$	79	$	—	$	216	$	—
Research and development	1,565		928		$	3,945	$	2,774
Sales, general and administrative	7,261		2,492		17,772		7,081
Total stock-based compensation expense	$	8,905	$	3,420	$	21,933	$	9,855

Cost of Products Sold

Cost of products sold represents the direct cost to produce our products and includes the costs of raw materials and related transportation costs, 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. Due to our product mix of higher-margin, higher-volume consumer products and lower-margin, large-batch fermentation ingredients products, our cost of products sold may not change proportionately with changes in renewable product revenue in any given period.

Cost of products sold increased by 56% to $40.3 million for the three months ended September 30, 2021 compared to the same period in 2020, primarily due to a 32% increase in renewable products revenue, driven by a significant increase in sales volume of our consumer products. Also, our cost of products sold was directly impacted by significant increases in transportation costs, tariffs on imported raw materials from China and other supply chain logistics costs. For the nine months ended September 30, 2021, cost of products sold increased by 54% to $93.3 million compared to the same period in 2020, primarily due to a 44% increase in renewable products revenue, driven by significant increases in sales volumes of both our consumer and ingredients products.

Research and Development Expenses

Research and development expenses increased by 31% and 33% to $23.8 million and $69.6 million for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020, primarily due to increases in outside services related to our new squalane adjuvant project and employee compensation.

Sales, General and Administrative Expenses

Sales, general and administrative expenses increased by 84% and 62% to $70.6 million and $162.9 million for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020, primarily due to significant increases in sales and marketing spending, and employee compensation costs driven by headcount increases, and transaction costs related to our completed and pending brand and business acquisitions. Increases in sales and marketing costs are the result of our steps to substantially increase brand awareness, expand retail distribution sell-through and e-commerce sales of our Biossance and Pipette brands, introduce and launch our new consumer product lines, and to a lesser extent, additional expense related to fulfillment and shipping of finished goods due to increased demand for our consumer products.

Other Income (Expense), Net


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2021		2020		2021		2020
Interest expense	$	(4,321)	$	(6,627)	$	(14,857)	$	(41,747)
Gain (loss) from change in fair value of derivative instruments	4,778		1,999		(12,826)		(6,498)
Gain (loss) from change in fair value of debt	52,294		34,360		(204,359)		2,908
Loss upon extinguishment of debt	(680)		(2,606)		(27,058)		(51,954)
Other income (expense), net	690		(49)		40		1,452
Total other income (expense), net	$	52,761	$	27,077	$	(259,060)	$	(95,839)

Three months ended September 30, 2021

Total other income, net was $52.8 million for the three months ended September 30, 2021, compared to total other expense of $27.1 million in the same period in 2020. The $25.7 million change was primarily comprised of a $17.9 million change from a loss to a gain in the change in fair value of debt and a $2.8 million change from a loss to a gain in the change in fair value of derivative instruments, all driven by the decrease in our stock price during the period resulting in a lower fair value of these underlying debt and equity instruments. See Note 3, "Fair Value Measurement" in Part I, Item 1 of this Quarterly Report on Form 10-Q for details regarding our outstanding derivative instruments. The $2.3 million decrease in interest expense is the result of significantly lower outstanding debt balances period-over-period and the elimination of penalties and fees associated with late payments incurred in the three months ended September 30, 2020.

Nine months ended September 30, 2021

Total other expense, net was $259.1 million for the nine months ended September 30, 2021, compared to total other expense of $95.8 million in the same period in 2020. The $163.2 million change was primarily comprised of a $207.3 million increase in loss from change in fair value of debt and a $6.3 million increase in loss from the change in fair value of derivative instruments, all driven by a significant increase in our stock price during the period resulting in a significantly higher fair values of these underlying debt and equity instruments whose conversion and strike prices are $3.00 (convertible debt) and $2.87 (liability warrant). See Note 3, "Fair Value Measurement" in Part I, Item 1 of this Quarterly Report on Form 10-Q for details regarding our outstanding derivative instruments. The $26.9 million decrease in interest expense is the result of significantly lower outstanding debt balances period-over-period and the elimination of penalties and fees associated with late payments incurred in the nine months ended September 30, 2020.

Provision for Income Taxes

For the three and nine months ended September 30, 2021, we recorded provisions for income taxes of $0.1 million and $0.2 million. For the three and nine months ended September 30, 2020, we recorded provisions of $0.1 million and $0.3 million. The provisions for income taxes related to accrued interest on uncertain tax positions.

Liquidity and Capital Resources


(In thousands)	September 30, 2021		December 31, 2020
Working capital (working capital deficit)	$	(181,963)	$	(16,489)
Cash and cash equivalents	$	114,887	$	30,152
Debt principal and lease obligations	$	117,755	$	189,632
Accumulated deficit	$	(2,395,506)	$	(2,086,692)


	Nine Months Ended September 30,
(In thousands)		2021		2020
Net cash provided by (used in):
Operating activities		$	(39,163)	$	(165,813)
Investing activities		$	(40,581)	$	(9,619)
Financing activities		$	164,054	$	213,338

Liquidity

Prior to the three months ended September 30, 2021, we have incurred operating losses since our inception, and we expect to incur losses and negative cash flows from operations through at least the next 12 months following the issuance of this Quarterly Report on Form 10-Q. As of September 30, 2021, we had a working capital deficit of $182.0 million, an accumulated deficit of $2.4 billion, and cash and cash equivalents of $114.9 million.

As of September 30, 2021, the principal amounts due under our debt instruments (including related party debt) totaled $102.0 million, of which $84.9 million is classified as current. $50.0 million of the $84.9 million of current principal due is related party debt that is convertible into shares of the Company’s common stock at $3.00 per share. Our 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 be 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.

Based on our cash and cash equivalents of $114.9 million as of September 30, 2021, we believe that we will need additional resources to fund our planned operations and planned capital expenditures over the next 12 months. Our ability to execute our planned operations, including the funding and completion of our new specialty ingredients fermentation facility in Brazil, will depend in large part, on our ability to (i) minimize the anticipated negative cash flows from operations during the 12 months from the date of this filing, (ii) raise additional proceeds through financings and strategic transactions, (iii) refinance or extend existing debt maturities that occur through October 2022, and (iv) achieve certain milestones under the March 2021 DSM transaction and the June 2021 Ingredion transaction (see Note 10, “Revenue” and Note 5, "Mezzanine Equity”, respectively in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information), all of which are uncertain and/or outside of our control.

Our operating plan for the remainder of 2021 and throughout 2022 contemplates a reduction in net operating cash outflows as compared to the nine months ended September 30, 2021, resulting from (i) significant revenue growth from sales of existing and new products with positive gross margins, (ii) reduced production costs as a result of manufacturing at our new fermentation facility and other technical developments, (iii) an increase in cash inflows from collaborations, grants, licenses and royalties, and (iv) lower debt servicing obligations.

If we do not achieve our planned operating results, we may need to take one or more of the following actions to support our liquidity needs over the next 12 months:

•shift our 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; and

•reduce or delay uncommitted capital expenditures, including expenditures related the construction and commissioning of the new fermentation facility in Brazil, nonessential facilities and lab equipment, and information technology projects.

Implementing this plan could negatively impact 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; and

•continue other core activities.

For details of our debt and equity, see the following Notes in Part I, Item 1 of this Quarterly Report on Form 10-Q:

•Note 4, "Debt"

•Note 5, "Mezzanine Equity"

•Note 6, "Stockholders' Deficit"

Cash Flows during the Nine Months Ended September 30, 2021 and 2020

Cash Flows from Operating Activities

Our primary uses of cash from operating activities are costs related to the production and sale of our products and personnel-related expenditures, offset by cash received from renewable product sales, licenses and royalties, and collaborations and grants.

For the nine months ended September 30, 2021, net cash used in operating activities was $39.2 million, consisting primarily of a $308.6 million net loss, partially offset by $279.0 million of favorable non-cash adjustments that were primarily comprised of a $204.4 million loss from change in fair value of debt, a $27.1 million loss upon extinguishment of debt, $21.9 million of stock-based compensation expense and a $12.8 million loss from change in fair value of derivative instruments. Additionally, there was a $9.6 million decrease in working capital.

For the nine months ended September 30, 2020, net cash used in operating activities was $165.8 million, consisting primarily of a $217.6 million net loss, partially offset by $97.9 million of favorable non-cash adjustments that were primarily comprised of a $52.0 million loss upon extinguishment of debt, $10.5 million of non-cash interest expense in connection with release of pre-delivery shares, $9.9 million of stock-based compensation, and a $8.3 million contract asset credit loss. Additionally, there was a $46.1 million decrease in working capital.

Cash Flows from Investing Activities

For the nine months ended September 30, 2021, net cash used in investing activities was $40.6 million, comprised of $22.1 million of property, plant and equipment purchases and $18.5 million of cash paid in business combinations.

For the nine months ended September 30, 2020, net cash used in investing activities was $9.6 million, comprised of property, plant and equipment purchases.

Cash Flows from Financing Activities

For the nine months ended September 30, 2021, net cash provided by financing activities was $164.1 million, primarily comprised of $130.8 million of proceeds from the April 2021 issuance of common stock in a public offering, $55.4 million of proceeds from the exercise of warrants and $10.0 million of proceeds from the issuance of a contingently redeemable noncontrolling interest in a subsidiary, partly offset by $25.9 million of debt principal payments, $3.0 million of principal payments on financing leases, a $2.7 million distribution to a noncontrolling interest and $2.5 million of issuance costs incurred in connection with a debt modification.

For the nine months ended September 30, 2020, net cash provided by financing activities was $213.3 million, primarily comprised of $247.8 million of net proceeds from common stock issuances and $15.3 million of net proceeds from debt issuances, partly offset by $46.8 million of debt principal payments.

Off-Balance Sheet Arrangements

At September 30, 2021, we did not have any material off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

Contractual Obligations

The following is a summary of our contractual obligations as of September 30, 2021:


Payable by year ending December 31, (In thousands)	Total		2021		2022		2023		2024		2025		Thereafter
Principal payments on debt	$	102,002	$	926	$	100,983	$	29	$	29	$	29	$	6
Interest payments on debt	15,611		1,729		13,874		4		3		1		—
Construction costs in connection with new production facility	40,278		40,278		—		—		—		—		—
Marketing services commitments	15,875		875		3,250		3,375		3,500		3,875		1,000
Equity-method investment purchase obligation	10,800		—		10,800		—		—		—		—
Contract termination fees	2,554		2,554		—		—		—		—		—
Financing leases	1,304		1,205		21		21		21		21		15
Operating leases	21,954		2,143		8,896		4,157		739		613		5,406
Partnership payment obligation	10,627		219		10,408		—		—		—		—
Total	$	221,005	$	49,929	$	148,232	$	7,586	$	4,292	$	4,539	$	6,427

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The 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 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 instruments for which we have elected fair value accounting. Such increases in fair value will result in losses in our condensed 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 local currency (Brazilian Real), in which recurring business transactions occur. We do not use currency exchange contracts as hedges against our investment in that subsidiary.

Our permanent investment in Brazil was $99.5 million as of September 30, 2021 and $18.5 million as of December 31, 2020, 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 $9.9 million as of September 30, 2021 and $1.9 million as of December 31, 2020.

We have also evaluated foreign currency exposure in relation to our other non-U.S. Dollar denominated assets and liabilities and determined that there would be an immaterial effect on our results of operations from 10% exchange rate fluctuations between those currencies and the U.S. Dollar.

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 September 30, 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.

In addition, while not likely in the current and significantly extended low interest rate environment, changes in interest rates could significantly change the fair value of our embedded derivative liabilities.

As of September 30, 2021, 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 our 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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In May 2021, we issued 225,784 shares to acquire 100% of the outstanding ownership interest of Costa Brazil from Costa Brazil's controlling shareholders and co-founders. The share issuance was exempt from registration.

In August 2021, we issued 503,081 shares as consideration for the acquisition of the outstanding shares of MG Empower Ltd.. The share issuance was exempt from registration.

In August 2021, we issued 982,898 shares as consideration for the acquisition of OLIKA, Inc. and the purchase of outstanding notes from Olika noteholders. The share issuance was exempt from registration.

In September 2021, we issued 2,094,500 shares as consideration for the acquisition of the outstanding shares of Beauty Labs International Limited and the cancellation of such company’s outstanding warrants and stock options, respectively. The share issuance was exempt from registration.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer (CEO) and chief financial officer (CFO), has evaluated the effectiveness of our 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)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of September 30, 2021, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that 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 Securities and Exchange Commission (SEC), and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II

ITEM 1. LEGAL PROCEEDINGS

For a description of our significant pending legal proceedings, please see Note 9, "Commitments and Contingencies" in the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

The risks described in Part I, Item 1A, "Risk Factors" in our 2020 Form 10-K could materially and adversely affect our business, financial condition and results of operations, and the trading price of our common stock could decline. These risk factors do not identify all risks that we face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. The “Risk Factors” section of the 2020 Form 10-K remains current in all material respects.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.

Description

Incorporation by Reference

Form

File No.

Exhibit

Filing Date

Filed Herewith

31.01

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.02

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.01b

Certification of Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.02b

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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 have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated under the Exchange Act.
b			This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q 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 (Principal Executive Officer)
			November 8, 2021

By:			/s/ Han Kieftenbeld
			Han Kieftenbeld
			Chief Financial Officer (Principal Financial Officer)
			November 8, 2021